EXHIBIT 4.3
DATED 2000
--------------------------------------------
GRANTA PARK LTD (1)
CAMBRIDGE ANTIBODY TECHNOLOGY LTD (2)
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC (3)
Counterpart
AGREEMENT FOR LEASE
relating to Franklin Building Granta Park
Xxxxxx Xxxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxxx XX0 0XX
Tel: 00000 000000
Fax: 00000 000000
Our Ref: JMW
36
INDEX
1. Definitions
2. Interpretation
3. Requisite Consents
4. Landlord's obligations with regard to the carrying out of the Works
5. Variations
6. Collateral Warranties
7. CONDAM Regulations
8. Measurement
9. Termination
10. Remedy of Defects
11. Tenant's Fit Out Works
12. Arbitration
13. Development Costs
14. Grant of the Lease
15. Rent Reduction
16. Title
17. Encumbrances
18. Disclaimer
19. Agreement not Assignable
20. Non Merger
21. Notices
22. Insurance
23. VAT
24. Guarantee of the Tenant's Covenants
Schedule I: Specification: Part I - Shell and Core Works
Part II - Landlord's Fit Out Works
Schedule II: Encumbrances
Schedule III: Form of Trade Contractors Warranty
Schedule IV: Form of Consultant's Warranty
Schedule V: Draft Lease
Schedule VI: List of Trade Contractors to provide Warranties
[Schedule VII: Forms of Trade Contract and Appointments]
Schedule VIII: Form of draft Insurance Policy
Plan 1: [Estate edged blue Estate Roads coloured xxxxx]
Plan 2: [Property edged red]
1
T H I S A G R E E M E N T is made the day of
Two thousand B E T W E E N:-
(1) GRANTA PARK LIMITED (company registration number 3455563) whose registered
office is at 000 Xxxxxxx Xxxxxx Xxxxxx X0X 0XX ("the Landlord")
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED of The Science Park Melbourn near
Xxxxxxx Xxxxxxxxxxxxxx XX0 0XX ("the Tenant") and
(3) CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC of Xxx Xxxxxxx Xxxx Xxxxxxxx
Xxxxxxxxxxxxxx XX0 0XX ("the Surety")
NOW IT IS HEREBY AGREED as follows:-
1 DEFINITIONS
IN this Agreement where the context so allows:-
1.1 "the Act" means the Town and Country Planning Xxx 0000 as amended by
the Planning and Compensation Xxx 0000 and includes any statute
amending consolidating or replacing it for the time being in force
1.2 "the Architect" means Cornish Scientific of Xxxxxx Xxxxx 00 Xx Xxxxx
Xxxx Xxxxxx XX0X 0XX or such other person firm or company as may be
employed as architect by the Landlord from time to time in connection
with the Development with the approval of the Tenant not to be
unreasonably withheld or delayed
1.3 "the Building" means the building to be constructed as part of the
Works
1.4 "the Building Contract" means the Trade Contracts for the carrying out
of the Works and all documents drawings and plans supplemental thereto
1.5 "the Certificate Date" means the date of issue of the Certificate of
Practical Completion
1.6 "the Certificate of Practical Completion" means the certificate to be
2
issued by the Construction Manager pursuant to the Building Contract
confirming Practical Completion of the Works
1.7 "Completion Date" means the date which is 5 Working Days after the
latest to happen of the following:-
1.7 the Certificate Date
1.7 Agreement or determination of the Gross Internal Area of the Building
in accordance with clause 8
1.8 "Forecast Construction Cost" means the aggregate cost per square metre
of the following items:-
1.8.1 the agreed forecast cost of construction of the Landlord's Fit Out
Works pursuant to the Building Contract
1.8.2 Construction Management Fees in respect of the Landlord's Fit Out
Works equivalent to 1.75% of the costs referred to in paragraph 1 of
this sub-clause
1.8.3 Construction Management Preliminaries relating to the Landlord's Fit
Out Works
as agreed or determined pursuant to clause 13.4 hereof but excluding
all contingencies day works and design fees
1.9 "Construction Management Agreement" means the appointment of the
Construction Manager
1.10 "Construction Manager" means Xxxxxxxxx Projects Limited of Corinthian
Court 00 Xxxxxx Xxxx Xxxxxxxx Xxxxxx XX00 0XX or such other firm or
company of construction managers as may be appointed by the Landlord
in connection with the Development and approved by the Tenant such
approval not to be unreasonably withheld or delayed
1.11 "Consultants" means the Architects the Structural Engineers and
3
Mechanical and Electrical Engineers Planning Supervisor Cost
Consultant and the Construction Manager
1.12 "the CONDAM Regulations" means the Construction (Design and
Management) Regulations 1994
1.13 "Defects Liability Period" means the period of 12 months commencing on
the Certificate Date
1.14 "the Development" means the carrying out of the Works in order to
provide a generic laboratory building with a Gross Internal Area of
approximately 20,500 square feet (excluding plant areas)
1.15 "the Estate" means the entirety of the property known as and
comprising Granta Park Abington Cambridge as designated by the
Landlord from time to time the present extent of which is shown for
identification by blue edging on Plan 1 annexed to the Lease
1.16 "Event of Insolvency" means in respect of any party to whom it
refers:-
1.16.1 If that party is a company that
1.16.1.1 It is deemed unable to pay its debts as defined in s.123 of the
Insolvency Xxx 0000 ("the Act") or goes into liquidation as defined in
s.247(2) of the Act or is otherwise wound up (except voluntarily for
the purpose of reconstruction and/or amalgamation with a solvent
concern) or that a provisional liquidator is appointed under s.135 of
the Act
1.16.1.2 A petition is presented for an administration order under Part II of
the Act
1.16.1.3 A receiver or manager is appointed whether under Part III of the Act
or otherwise
4
1.16.1.4 A proposal is made for a voluntary arrangement under Part I of the Act
or
1.16.2 If the person is an individual:-
1.16.2.1 That a bankruptcy petition is presented to the Court or the
circumstances of that person are such that a bankruptcy petition could
be presented under Part IX of the Act
1.16.2.2 That an application is made for an interim order or a proposal is made
for a voluntary arrangement under Part VIII of the Act
1.16.2.3 That the person otherwise compounds with his creditors or
1.16.3 If any execution of distress shall be levied on any goods or chattels
of the party concerned
1.17 "Force Majeure" means:-
1.17.1 Fire storm tempest other extreme adverse weather conditions
hostilities labour lock out strikes and other industrial disputes riot
non-availability of materials or equipment; and/or
1.17.2 Any other cause or circumstances outside the control of the Landlord
provided that any such cause or circumstance:-
1.17.2.1 Materially and adversely affects the performance of the terms and
provisions of this Agreement; and
1.17.2.2 Cannot reasonably be avoided or provided against by the Landlord
1.17.3 The operation of clause 5
1.18 "Gross Internal Area" shall have the meaning attributed to it in the
Measuring Code but calculated on the basis that the areas set out in
paragraph 2.6 of the Measuring Code are excluded and not included
5
1.19 "Independent Cost Consultant" means Xxxxxxx Xxxxxxxx of Xxxxxx Xxxxxxx
of Lincoln House The Paddocks 000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxx XX0 0XX
or if he is not available a quantity surveyor who is competent and
experienced in dealing with cost consultancy matters arising out of
agreements such as this Agreement and nominated by agreement between
the parties or nominated upon the application of either party by the
President for the time being of the Royal Institution of Chartered
Surveyors or his duly appointed deputy
1.20 "Independent Expert" means a Fellow of the Royal Institution of
Chartered Surveyors of no less than 10 years calling and with
experience in the construction and valuation of premises of a similar
nature to the Property to be agreed upon by the Landlord and the
Tenant or in default of agreement appointed by the President of the
time being of the Royal Institution of Chartered Surveyors on the
application of either of them of acting as an expert and not as an
arbitrator
1.21 "Insured Risks" means the risks specified in the extract of the draft
policy annexed hereto as Schedule VIII
1.22 "Interest" means interest at the rate of 3% above the base rate of
Lloyds TSB Bank plc from time to time (as well after as before
judgement) or such other comparable rate as the Landlord may
reasonably designate if the base rate ceases to be published
compounded at quarterly rests on the 31st March 30th June 30th
September and 31st December in each year
1.23 "the Landlord" includes the Landlord's successors in title to the
Estate and any other person who is at any time entitled to the
reversion immediately expectant on the term agreed to be granted by
this Agreement
1.24 "the Landlord's Capital Contribution" means the amount (if any)
whereby the Forecast Construction Cost is exceeded by the Target
Construction Cost
1.25 "the Landlord's Fit Out Works" means the works contained or referred
to
6
in Part II of Schedule I
1.26 "the Landlord's Solicitors" means Taylor Vinters of Merlin Place
Xxxxxx Road Cambridge or any other firm of solicitors which the
Landlord may from time to time notify to the Tenant as being its
solicitors for the purposes of this Agreement
1.27 "the Lease" means the Lease of the Property in the form of the draft
annexed hereto to be granted by the Landlord to the Tenant pursuant to
this Agreement
1.28 "Lease Commencement Date" means the Certificate Date
1.29 "the Long Stop Date" means 30 June 2001
1.30 "Material Variation" means any alteration or addition to or omission
from the Specification or the use of any materials in substitution for
those specified in the Specification and/or the Building Contract
1.30.1 which is not insubstantial or immaterial and of a routine nature, or
1.30.2 which would alter the design layout nature capacity or standard of
construction of the Works or which would prejudice or have a
materially adverse effect on the use of the Property for the purposes
specified in the Lease or
1.30.3 where the variation involves substitution of materials those materials
substituted are not of an equivalent or superior standard or
1.30.4 which would cause a material delay in the construction period under
the Building Contract or
1.30.5 which would alter the design layout nature capacity or standard of
construction of the Tenant's Fit Out Works
1.31 "Mechanical and Electrical Engineers" means Xxxxx Xxxxx of Marlborough
House Upper Marlborough Road St Albans Hertfordshire
7
XX0 0XX or such other firm or company of engineers as may be appointed
by the Landlord in connection with the Development with the approval
of the Tenant not to be unreasonably withheld or delayed
1.32 "Measuring Code" means the Code of Measuring Practice (Fourth Edition
RICS/ISVA 1993)
1.33 "Permitted Use" means the use permitted by the Lease
1.34 "the Planning Supervisor" means Xxxxxxxxx Consultants of Xxxxxxxxx
Xxxxx Xxxxxxxx Xxx Xxxxx Xxxxxxxxx Xxxxxxxxxxxxx XX0 0XX or such other
firm or company of planning supervisors as may be appointed by the
Landlord in connection with the Development and approved by the Tenant
such approval not to be unreasonably withheld or delayed
1.35 "Practical Completion" means the Practical Completion of the
Development in accordance with the Building Contract
1.36 "the Property" means the land together with the Building constructed
thereon as part of the Development and as more particularly described
in Part I of Schedule I to the Lease
1.37 "Rent Commencement Date" means a date which is the earlier of the date
upon which the Tenant takes up beneficial occupation of the Building
for the Permitted Use or three months from the Certificate Date
1.38 "Requisite Consents" means those permissions consents approvals
licences certificates and permits which may be necessary in order to
lawfully carry out maintain and complete the Development and to permit
the Tenant's occupation of the Property for the Permitted Use but
excluding those relating to the Tenant's business
1.39 "Site Meeting" means any of the pre-arranged meetings between the
Trade Contractors and the Consultants relating to the Works
1.40 "the Specification" means the plans drawings and specifications of the
Development contained or referred to in Parts I and II of Schedule I
8
hereto
1.41 "Structural Engineers" means Xxxxxxxxx Consultants of Xxxxxxxxx Xxxxx
Xxxxxxxx Xxx Xxxxx Xxxxxxxxx Xxxxxxxxxxxxx XX0 0XX or such other firm
or company of engineers as may be appointed by the Landlord with the
approval of the Tenant not to be unreasonably withheld or delayed
1.42 "Target Completion Date" means 30 January 2001
1.43 "Target Construction Cost" means the sum of (Pounds)1,003,000
1.44 "the Tenant" does not include any successors in title of the Tenant
1.45 "Tenant's Capital Contribution" means the amount (if any) whereby the
Forecast Construction Cost exceeds the Target Construction Cost
1.46 "Tenant's Consultants" means the Consultants appointed by the Tenant
in connection with the carrying out of the Tenant's Fit Out Works
1.47 "Tenant's Fit Out Works" means such of the works as are more
particularly described in the Tenant's Fit Out Specification (which
Specification may be subject to further detailing variations or
additions in accordance with clauses [5 and 11] hereof)
1.48 "Tenant's Fit Out Specification" means the plans drawings and
specification of the Tenant's Fit out Works approved by the Landlord
in accordance with clause 11 hereof
1.49 "Tenant's Representative" means Xxxxx Xxxxxx of Xxxxxx Xxxx and
Associates Limited or such other firm or company or surveyors as may
be appointed by the Tenant and notified to the Landlord
1.50 "Tenant's Solicitors" means Messrs Eversheds of Xxxxxxxx Xxxxx Xxxxxxx
Xxxx Xxxxxxxxx XX0 0XX or such other firm of solicitors as the Tenant
may from time to time notify to the Landlord as being its solicitors
for the purposes of this Agreement
9
1.51 "Tenant's Contractors" means those contractors appointed by the Tenant
to carry out the Tenant's Fit Out Works
1.52 "Term Commencement Date" means the quarter day prior to the
Certificate Date
1.53 "Trade Contractor" means any trade contractor employed by the Landlord
to undertake any of the works packages for the carrying out of the
Works and approved by the Tenant such approval not to be unreasonably
withheld or delayed
1.54 "Variations" means any changes to the materials used in connection
with the Works or any amendment to or departure from the Specification
or the Tenant's Fit Out Specification
1.55 "VAT" means any value added tax at the relevant rate from time to time
in force or any tax of similar nature that may be substituted for it
or levied in addition to it
1.56 "Working Day" means any day from Monday to Friday (inclusive) which is
not Christmas Day Good Friday or a statutory Bank Holiday
1.57 "the Works" means the works to be carried out by the Landlord and set
out in the Specification as the same may be varied from time to time
pursuant to Clause 5 hereof and including for the avoidance of doubt
the Landlord's Fit Out Works
1.58 "Yearly Rent" means the sum arrived at by multiplying the number of
square feet comprised in the Gross Internal Area of the Building as
agreed or determined pursuant to Clause 8 hereof by Twenty-seven
pounds ((Pounds)27) plus VAT
2 INTERPRETATION
IN this Agreement:-
2.1 Any reference to a Clause sub-clause or paragraph is a reference to
the corresponding Clause sub-clause or paragraph of this Agreement and
10
any clause headings shall not affect its construction
2.2 Words importing the singular meaning where the context so admits
include the plural meaning and vice versa
2.3 Words of one gender include both other genders and words denoting
persons shall include operations and firms and vice versa
2.4 If any party to this Agreement comprises more than one person the
obligations and liabilities of that party under this Agreement shall
be joint and several obligations and liabilities of those persons
3 REQUISITE CONSENTS
3.1 SUBJECT to the provisions of Clause 4 hereof the Landlord will apply
for and use all reasonable endeavours to obtain at its own cost all
Requisite Consents necessary for the carrying out of the Works as may
from time to time be appropriate both before and throughout the course
of such works
3.2 The Tenant will apply for and use all reasonable endeavours to obtain
at its own cost all Requisite Consents for the Tenant's Fit Out Works
as may from time to time be appropriate both before and throughout the
course of such works
3.3 If a Requisite Consent is refused the Landlord or the Tenant as
appropriate will take such action as may be appropriate in order to
proceed with the relevant works
3.4 The Landlord and the Tenant will each notify the other of the grant of
a Requisite Consent and will deliver a copy thereof to the other
4 LANDLORD'S OBLIGATIONS WITH REGARD
TO THE CARRYING OUT OF THE WORKS
4.1.1 THE Landlord will enforce the obligations on the part of the Trade
Contractors contained in the Building Contract
4.1.2 The Landlord will enforce the obligations on the part of the
Consultants
11
contained in their respective appointments
4.2 The Landlord will at its own cost but subject to the obtaining of all
Requisite Consents use all reasonable endeavours to carry out and
complete of the Works:-
4.2.1 In a good and workmanlike manner with good quality materials
4.2.2 In accordance with the Requisite Consents
4.2.3 In accordance with the CONDAM Regulations
4.3 The Landlord will use all reasonable endeavours to procure that the
Works are brought to Practical Completion by the Target Completion
Date save insofar as the Works cannot be completed until completion of
the Tenant's Fit Out Works Provided Always that if any delay in
commencing or completing the Works shall arise from Force Majeure then
provided that the Landlord has used all reasonable endeavours to
minimise delay it shall be allowed such extension of time for the
carrying out of the Works as may be reasonable and proper having
regard to the delay in question and shall be under no liability to the
Tenant whether for compensation damages costs or otherwise in respect
of such delays
4.4 The Landlord will:-
4.4.1 Keep the Tenant informed of the progress of the Works and of any
material problems or delays affecting the same
12
4.4.2 Give reasonable prior notice of all Site Meetings to enable the Tenant
or its professional advisers to attend and to make representations
which the Landlord will act reasonably in taking into account and will
following such meetings supply copies of the minutes thereof to the
Tenant
4.4.3 Allow the Tenant or its professional advisers on the giving of
reasonable prior notice to enter on the Property in order to view the
state and progress of the Works provided that in doing so the Tenant
and its professional advisers shall not impede or obstruct the
progress of the Works nor issue any instructions to any of the Trade
Contractors or to any workmen employed in the carrying out of the
Works
4.4.4 Give not less than 10 Working Days' notice of the anticipated date of
issue of the Certificate of Practical Completion
4.4.5 Permit the Tenant and its professional advisers to inspect the Works
prior to the issue of the Certificate of Practical Completion and make
representations to the Construction Manager as to whether or not it
considers Practical Completion of the Works to have taken place
provided that the Construction Manager's professional discretion shall
not be fettered thereby
4.4.6 Provide to the Tenant as soon as reasonably practicable and in any
event not later than the Completion Date copies of all service
drawings and operating manuals required for the operation of the
services within the Building and within one month thereafter with
three sets of as-built drawings
4.4.7 On or before the Completion Date procure the removal from the Property
of all plant equipment machinery tools materials vehicles and other
chattels together with any rubbish belonging to the Landlord or the
Trade Contractor and will make good any damage caused to the Property
by such removal
5 VARIATIONS
5.1 THE Landlord shall be entitled to make Variations without the Tenant's
consent where such Variations do not constitute Material Variations
but
13
shall not make any Material Variation to the specification of the
Works without the written consent of the Tenant such consent not to be
unreasonably withheld or delayed
5.2 The Tenant may request Variations to the Landlord's Fit Out Works and
in respect thereof the following conditions shall apply:-
5.2.1 No request for a Variation in respect of the Landlord's Fit Out Works
shall be made after the date of expiry of the period of four weeks
from the date hereof
5.2.2 The Landlord shall be under no liability to make any such Variations
if to do so would cause material delay in completion of the Works or
if they would be materially detrimental to the quality or finish of
the Works or would have a materially detrimental affect or on any
other part of the Development or the Estate or would detrimentally
affect the value of the Landlord's reversionary interest in the
Property.
5.2.3 The Tenant shall pay to the Landlord on the Certificate Date the
amount whereby the costs of carrying out the Development are increased
as a result of such Variation or Variations as certified by the
Construction Manager.
5.2.4 If the Landlord agrees to implement Variations requested by the Tenant
the Landlord shall procure that the Tenant is notified as soon as
practicable of the estimated cost of implementing any such Variations
(including any additional fees payable to any of the Consultants or
Contractors) and of the impact thereof on the programme for the Works
or on the Works themselves and if the Tenant wishes to proceed with
the same, it will notify the Construction Manager in writing within
three working days of receipt of such notification.
5.2.5 If, as a result of any Variation, requested by the Tenant, the
Certificate Date shall be delayed (such period of delay to be
certified by the Construction Manager) the Tenant shall pay to the
Landlord upon completion of the Lease such sum together with VAT
thereon as shall equate to the Yearly Rent for the period of delay.
14
5.2.6 If any sum payable under this Clause 5.2 shall be unpaid 10 working
days after demand the Tenant shall pay to the Landlord Interest on any
such unpaid sum from the due date until the date of actual payment.
5.3 The Tenant shall not make any Material Variation to the Tenant's Fit
Out Works or any Variation which would require the Landlord's consent
under the terms of the Lease without the written consent of the
Landlord such consent not to be unreasonably withheld or delayed but
Provided That the Landlord may refuse to consent to Variations which
would not be permitted under the terms of the Lease or would
detrimentally affect the value of the Landlord's reversionary interest
in the Property
5.4 Where either party wishes to make a Material Variation it shall give
not less than [10] Working Days' notice to the other [ addressed to
Xxxxxxx Xxxxx at Granta Park Limited Granta Park Great Xxxxxxxx
Xxxxxxxxx XX0 0XX for the Landlord and Xxxxx Xxxxxx at Xxxxxx Xxxx and
Associates Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxxxxxx XX0 0XX for the
Tenant of such intention and the recipient party shall be deemed to
have given consent to such variation if it shall not have served
written notice of objection upon the other within 5 Working Days after
receipt of the said notice
5.5 Any notice of objection given pursuant to clause 5.3 shall state the
reasons for such objections and any dispute between the Landlord and
the Tenant as to whether such objection is reasonable shall be
referred by either party for determination by the Independent Expert
5.6 The parties shall make any submissions that they wish to be considered
by the Independent Expert within 2 working days of the date of
appointment
5.7 The Independent Expert shall use his best endeavours to issue his
decision within 5 Working Days of appointment and his decision shall
be final and binding
15
5.8 Fees of the Independent Expert shall be payable as he shall direct or
in the absence of direction shall be borne equally by the parties
6 COLLATERAL WARRANTIES
6.1 THE Landlord shall procure and deliver to the Tenant as soon as
practicable and in any event prior to the Certificate Date:-
6.1.1 Duly executed warranties signed as a deed substantially in the form of
the draft annexed to this Agreement by the Trade Contractors listed in
Schedule VI annexed to this Agreement
6.1.2 Duly executed warranties signed as a deed in the form or substantially
in the form of the relevant drafts annexed to this Agreement from the
Architect Construction Manager Mechanical Electrical Engineers and
Structural Engineers
6.2 The Landlord and the Tenant shall co-operate with each other in any
proceedings taken by either party to enforce their rights under the
collateral warranties given by their respective consultants or trade
contractors in accordance with the above provisions and clause 11.3.6
and shall if reasonably so required join in as party to such action
6.3 Where any party shall request the co-operation of the other pursuant
to clause 6.2 it shall indemnify the other against all reasonable and
proper costs incurred as a result of such co-operation
7 CONDAM REGULATIONS
IN respect of the CONDAM Regulations the following shall apply:-
7.1 The Tenant appoints the Landlord to act as the only client in respect
of the Works
7.2 The Landlord appoints the Tenant to act as the only client in respect
of the Tenant's Fit Out Works
7.3 The Landlord shall prior to commencement of the Works make a
declaration in respect of the appointment as client and send it to the
16
health and safety executive in accordance with the provisions of the
CONDAM Regulations and the Tenant shall do likewise prior to
commencement of the Tenant's Fit Out Works
7.4 The Landlord shall as soon as practicable after Practical Completion
but in any event prior to completion of the Lease deliver to the
Tenant a copy of the health and safety file relating to the Works
8 MEASUREMENT
8.1 PRIOR to or as soon as practicable immediately after the Certificate
Date the Landlord and the Tenant shall cause a joint measurement in
square feet and square metres of the Gross Internal Area of the
Building to be made
8.2 If the parties cannot agree the Gross Internal Area they shall invite
the Independent Expert to measure the Building and immediately
thereafter to notify his measurement to the parties
8.3 The Independent Expert shall act as an expert and not as an arbitrator
and his measurement of the Gross Internal Area shall be conclusive and
binding on the parties (save for manifest error) and his costs shall
be borne by them in such proportions as he shall direct and in the
absence of direction equally
9 TERMINATION
9.1 IF the Certificate Date has not occurred by the Long Stop Date the
Tenant may at any time within two months thereafter rescind this
Agreement by giving written notice to the Landlord to that effect
whereupon this Agreement shall terminate
9.2 If the Certificate Date has not occurred by a date which falls 6
months after the Long Stop Date then the Landlord may at any time
within 4 weeks thereafter rescind this Agreement by giving written
notice to the Tenant to that effect whereupon this Agreement shall
terminate
9.3 If at any time there shall be an Event of Insolvency in relation to
the Tenant then the Landlord may at any time thereafter rescind this
17
Agreement by giving written notice to the Tenant (or as appropriate
any Receiver or Liquidator) to that effect whereupon this Agreement
shall terminate but without prejudice to the Landlord's rights in
respect of any antecedent breach by the Tenant of its obligations
hereunder
9.4 Upon termination pursuant to clause 9.1 or 9.2 neither party shall
have a claim against the other for damages compensation or costs in
respect of any antecedent breach of any obligation herein contained
9.5 For the purposes of clauses 9.1 and 9.2 hereof the Long Stop Date
shall be extended by such period as shall be reasonable and proper for
the carrying out of the Works having regard to any delay arising from
Force Majeure so that the rights in clauses 9.1 and 9.2 hereof shall
not arise until the expiry of such extended Long Stop Date
9.6 If the Certificate of Practical Completion has not been issued by a
date which falls nine months after the Long Stop Date then either
party may at any time thereafter rescind this Agreement by giving
written notice to the other to that effect whereupon this Agreement
shall terminate
10 REMEDY OF DEFECTS
10.1 THE Landlord will procure that the Construction Manager will prior to
the expiry of the defects liability period under the Building Contract
inspect the Property and prepare a detailed schedule of defects and
will no later than 15 Working Days prior to the expiry of the defects
liability period deliver a copy of such schedule to the Tenant
10.2 Following receipt of such schedule the Tenant shall consider the same
and shall notify to the Construction Manager any additional defects
for which the Trade Contractors are liable pursuant to the Building
Contract no later than 5 Working Days prior to the expiry of the
defects liability period
18
10.3 The Landlord will procure that the Construction Manager will deliver
such schedule of defects together with any additions properly notified
by the Tenant to the Trade Contractors within the applicable time
limits for doing so under the Building Contract
10.4 The Landlord will use all reasonable endeavours to enforce the
obligations of the relevant Trade Contractors in relation to all
defects notified to them in accordance with clause 10.3 hereof as soon
as reasonably practicable and in circumstances where it is unable to
enforce such obligations as a result of the insolvency of the relevant
Trade Contractor will procure at its own expense the remediation of
such defects as soon as reasonably practicable
10.5 The Tenant will on reasonable prior notice from the Landlord allow the
Landlord and all persons authorised by the Landlord all such rights of
entry as are necessary to enable the schedule of defects to be
prepared and to enable the remedy of all defects set out therein
10.6 Provided that the Landlord complies with its obligations in clauses
10.1 and 10.3 hereof the Tenant shall have no right to require the
remedy under the defects liability provisions in the Building Contract
of any defect which has been omitted from the schedule of defects
10.7 The Landlord will give to the Tenant not less than 5 Working Days'
notice of the anticipated date of issue of the certificate of making
good defects and will allow the Tenant and its professional advisers
to inspect the Works and to make representations to the Construction
Manager as to whether such certificate should be issued or with what
qualifications but provided that the Construction Manager's
professional discretion shall not be fettered thereby
10.8 The Landlord shall cease to be liable and the Tenant shall make no
claim against the Landlord in respect of any breach of the Landlord's
obligations in respect of the carrying out of the Works after the
expiry of the period of 6 years from the date of Practical Completion
unless the Tenant shall have made a specific claim against the
Landlord before the expiry of that period
19
10.9 It is hereby agreed that nothing in this Agreement shall be construed
as imposing upon the Landlord obligations which are greater than those
imposed upon the Trade Contractors and Consultants by virtue of their
respective contracts or appointments and the Landlord warrants that it
has entered into Trade Contracts and Consultants Appointments
substantially in the form of the drafts annexed as Schedule VII
11 TENANT'S FIT OUT WORKS
11.1 THE Tenant will within twelve weeks from the date hereof produce for
approval by the Landlord (which approval shall not be unreasonably
withheld) detailed specifications and drawings of the Tenant's Fit Out
Works and following approval copies thereof shall be signed by or on
behalf of the parties hereto and they shall thenceforth form part of
the Tenant's Fit Out Specification
11.2 The Tenant will at its own cost use all reasonable endeavours to
procure the carrying out and completion of the Tenant's Fit Out
Works:-
11.2.1 In a good and workmanlike manner with good quality materials
11.2.2 In accordance with Requisite Consents
11.2.3 In accordance with the CONDAM Regulations
Provided Always that the Tenant shall not be permitted to commence the
carrying out of the Tenant's Fit Out Works until the Certificate Date
11.3 The Tenant will upon request from the Landlord procure and deliver to
the Landlord duly executed warranties under seal in a form approved by
the Landlord (such approval not to be unreasonably withheld) from such
of the Tenant's Consultants and/or Tenant's Contractors involved in
the design or carrying out of the Tenant's Fit Out Works as the
Landlord shall reasonably consider to be necessary and shall notify to
the Landlord within the period of three Working Days from approval of
the Tenants Fit Out Works pursuant to clause 11.1 together with copies
of the relevant appointments or contracts such warranties to be
provided
20
prior to the pratical completion of the relevant works
12 ARBITRATION
12.1 IF any dispute or question shall arise between the Landlord and the
Tenant in relation to this Agreement it shall save where otherwise
provided in this Agreement be submitted to arbitration within the
meaning of the Arbitration Xxx 0000 or any act amending or replacing the
same
12.2 The arbitrator shall be appointed by the Landlord and the Tenant jointly
or failing such appointment by the President of the Royal Institution of
Chartered Surveyors on the application of either the Landlord or the
Tenant
13 DEVELOPMENT COSTS
13.1 THE Landlord will bear the cost:-
13.1.1 Of obtaining all Requisite Consents in respect of the Works
13.1.2 Of the carrying out of the Works
13.2 The Tenant will bear the cost:-
13.2.1 Of obtaining all Requisite Consents in respect of the Tenant's Fit Out
Works
13.2.2 Of the carrying out of the Tenant's Fit Out Works
13.3 Following the date of issue of the cost plan produced by the
Construction Manager for the Landlord's Fit Out Works the parties will
endeavour to agree the amount of the Forecast Construction Cost
13.4 If the parties shall fail to reach agreement pursuant to clause 13.3
that figure will be ascertained immediately following the letting of the
Trade Contracts for the Landlord's Fit Out Works and in case of dispute
the matter may be referred by either party for determination by the
Independent Cost Consultant who shall act as an expert and not as an
21
arbitrator and whose decision shall be conclusive and binding on the
parties save in case of manifest error and whose costs shall be borne by
the parties in such proportion as he shall direct and in the absence of
direction equally
13.5 Following agreement or determination of the sum referred to in clauses
13.3 and 13.4 and measurement of the Building pursuant to clause 8
hereof the amount of the Landlord's Capital Contribution or the Tenant's
Capital Contribution (as appropriate) will be assessed and that sum
shall be paid by the appropriate party within 10 Working Days of the
Completion Date
14 GRANT OF THE LEASE
14.1 THE Landlord will grant and the Tenant will accept the grant of the
Lease on the Completion Date
14.2 Engrossments of the Lease shall be prepared by the Landlord's Solicitors
and both parties will promptly execute such engrossments preparatory to
the grant of the Lease
14.3 The rent initially reserved by the Lease shall be the Yearly Rent
14.4 The date of commencement of the term granted by the Lease shall be the
Term Commencement Date
14.5 The date upon which rent shall commence to be payable pursuant to the
Lease shall be the Rent Commencement Date
15 RENT REDUCTION
15.1 IF the Tenant does not exercise its right to terminate the Lease on
either of the occasions provided therein and following the expiry of the
last date for exercise of such right to terminate ("the Last Termination
Date") remains in occupation of the whole of the Building as tenant
under the Lease it shall have the right exercisable within the period of
twenty-four months from the Last Termination Date or prior to the day
preceding the first Review Date under the lease (whichever shall be the
earlier) to call for a reduction in the rent payable under the Lease to
a sum equivalent
22
to Eighteen pounds fifty xxxxx ((Pounds)18.50) per square foot of the
Gross Internal Area of the Building in return for the payment by the
Tenant to the Landlord of the sum of One million six hundred and fifty
thousand pounds ((Pounds)1,650,000)
15.2 The right contained in this clause shall be personal to Cambridge
Antibody Technology Limited and shall not be capable of assignment to
any party
15.3 If the tenant shall exercise its right hereunder it shall subject to
receipt by the Landlord of the sum referred to take effect on the
ensuing quarter day and a Deed of Variation shall be entered into
recording the reduced rent and providing that every review of the rent
payable under the Lease shall be calculated on the basis of 110% of the
open market rental value of the Building based on the assumption that
the whole of the Hypothetical Premises is available for use as Category
A Offices which have been fully fitted out and are available for
immediate occupation and use as offices AND for these purposes Category
A Offices shall mean premises fitted out so as to be suitable for high
class offices including (without prejudice to the generality of the
foregoing) a high quality reception area; WC and core finishes; a
raised floor with carpet tile floor covering; suspended ceiling with
recessed or feature lighting (with appropriate diffusers to office
areas); plastered and painted walls; heating and cooling system and all
such fixtures and fittings and services which are considered appropriate
for high quality office fit out
16 TITLE
THE Landlord has deduced its title to the Property and the Tenant
accepts it and shall not raise any requisition or objection to the
Landlord's title
17 ENCUMBRANCES
17.1 THE Property shall be demised subject to the matters (if any) contained
or referred to in the documents set out in Schedule II so far as the
same relate to the Property and are still subsisting and the Tenant or
its Solicitors having been supplied with copies or details of all such
matters shall be deemed to purchase with full notice and shall raise no
objection
23
or requisition in respect thereof
17.2 The Property is also demised subject to:-
17.2.1 Any matter or thing registered or capable of registration in the Local
Land Charges Registry
17.2.2 All rights of way drainage or other rights easements quasi-easements and
privileges which may affect the Property or any part thereof without any
obligation on the part of the Landlord to define the same
17.2.3 All charges and other outgoings which affect or are charged on the
Property other than financial charges
18 DISCLAIMER
18.1 THE Tenant hereby acknowledges that this Agreement has not been entered
into in reliance wholly or partially 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
Agreement or has been made in writing by the Landlord's Solicitors to
the Tenant's Solicitors and that in the event of any such statement
being made this shall not obviate the need for the Tenant to make the
appropriate searches and enquiries and/or inspections of the Property
and/or any relevant authority
18.2 No statement whether made orally or in writing or contained in any
advertisement notice or otherwise issued by the Landlord or its agents
or otherwise issued on the Landlord's behalf shall be deemed to be a
term or condition of this Agreement which constitutes the entire
contract between the parties and may only be varied or modified (whether
by way of collateral contract or otherwise) in writing under the hands
of the parties or their Solicitors
24
19 AGREEMENT NOT ASSIGNABLE
UNLESS the Landlord shall otherwise agree it shall not be required to
grant the Lease of the Property other than to the Tenant
20 NON MERGER
SAVE in so far as they have been fully performed the provisions of this
Agreement shall remain in effect after and notwithstanding the
completion of the grant of the Lease
21 NOTICES
WHERE this Agreement shall require any notice or notification to be
given it shall be given in writing and shall be treated as properly
given if made in accordance with s.196 of the Law of Property Act 1925
(as amended by the Recorded Delivery Service Act 1962)
22 INSURANCE
22.1 UNTIL Practical Completion the Landlord shall procure that the Building
and the Works shall be insured against the Insured Risks to full
reinstatement value
22.2 From and including the Certificate Date the Landlord shall insure the
Property in accordance with the provisions of the Lease
22.3 If prior to the Certificate Date any part of the Building or the Works
is damaged or destroyed by a risk which is covered by the insurance
taken out in accordance with sub-clause 22.1 hereof the Landlord shall
use all reasonable endeavours to procure that the damage is reinstated
22.4 In respect of any damage or destruction which shall occur on or after
the Certificate Date the Landlord will observe and perform obligations
in the same form as those contained in the Lease
23 VAT
23.1 ALL payments provided for by this Agreement shall be deemed to be
exclusive of VAT and the Tenant shall on receipt of a VAT invoice pay
any VAT which shall be properly chargeable thereon
25
23.2 Where the Landlord or the Tenant is entitled to recover the cost of
goods and services supplied but in respect of which no taxable supply is
made to the party paying such costs that party shall indemnify the other
against any such VAT thereon as is not recoverable as input tax
24 GUARANTEE OF THE TENANT'S COVENANTS
24.1 THE Surety guarantees to the Landlord that the Tenant will duly observe
and perform all the stipulations and obligations on the Tenant's part
contained in this Agreement ("Tenant's Obligations") and in default by
the Tenant of the Tenant's Obligations the Surety will observe and
perform the Tenant's Obligations Provided Always that the obligations of
the Surety hereunder shall not exceed those imposed upon the Tenant
24.2 In the case of amendment to or variation of the terms of this Agreement
or any document referred to herein the Surety's guarantee will apply to
the Tenant's Obligations as so amended or varied
24.3 If the Tenant fails to duly observe and perform the Tenant's Obligations
or any of them the Surety will on demand make good to the Landlord all
losses damages costs and expenses arising as a result of such failure
and the Surety will indemnify the Landlord against all losses costs
expenses and liability arising or incurred by the Landlord as a direct
result of such failure
24.4 If any liquidator or trustee in bankruptcy of the Tenant shall disclaim
this Agreement the Surety will on written demand by the Landlord within
one month of such disclaimer enter into an agreement with the Landlord
on the same terms as this Agreement save that the Surety shall be the
Tenant thereunder and the Surety's separate guarantee obligations shall
be excluded. The Surety will also pay the Landlord's proper and
reasonable costs (including VAT) in connection with such agreement
24.5 No neglect or forbearance on the part of the Landlord in enforcing
observance and performance by the Tenant of any of the Tenant's
Obligations and no time or other indulgence given by the Landlord to the
Tenant shall release or discharge or in any way affect the liability of
the Surety under this clause 24
26
24.6 No legal limitation disability incapacity or any other circumstances
relating to the Tenant nor any amendment to or variation of the terms of
this Agreement or any document to which it refers shall release
discharge or in any way limit or affect the liability of the Surety
under this clause 24
24.7 The Surety's Obligations under this clause 24 shall not be released or
affected by any other act or omission or thing which but for this clause
24.7 would cause the Surety's obligations under this clause 24 to be
released wholly or partly other than a release given under seal by the
Landlord
24.8 On the Completion Date the Surety will enter into the Lease as guarantor
of the Tenant's covenants thereunder and in the circumstances set out in
clause 24.4 herein or if the Tenant fails to complete the Lease shall if
the Landlord so requires take up the Lease in its own name as Tenant
thereunder and the Lease shall in such circumstances be amended to
exclude the Surety Obligations
A S W I T N E S S the hands of the parties hereto the day and year first
before written
SCHEDULE I
Specification
27
SCHEDULE II
Encumbrances
28
SCHEDULE III
Form of Trade Contractors' Warranty
29
SCHEDULE IV
Form of Consultant's Warranty
30
SCHEDULE V
Draft Lease
31
SCHEDULE VI
List of Trade Contractors to provide Warranties
32
SCHEDULE VII
Forms of Trade Contract and Appointment
33
SCHEDULE VIII
Form of draft Insurance Policy
34
SIGNED by the duly authorised )
person for and on behalf of the )
Tenant:- )
SIGNED by the duly authorised )
person for and on behalf of the )
Surety:- )
35
DATED 2001
------------------------------------------------
GRANTA PARK LTD (1)
CAMBRIDGE ANTIBODY TECHNOLOGY LTD (2)
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC (3)
Counterpart
LEASE
relating to Franklin Building Granta Park
Abington Cambridgeshire
66
Xxxxxx Xxxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxxx XX0 0XX
Tel: 00000 000000
Fax: 00000 000000
Our Ref: JMW
LEASE
Index to Clauses
1 Definitions and interpretation
2 The letting terms
3 Tenant's covenants
4 Provisos
5 Landlord's covenant for quiet enjoyment
6 Obligations in Schedules
7 Landlord's covenants
8 Tenant's Right to Terminate
9 Guarantee provision
10 Expert determination
11 Third Party Rights
Schedule 1 The Premises and rights granted/reserved
Schedule 2 Rent reviews
Schedule 3 Insurance provisions
Schedule 4 Service charge provisions
Schedule 5 Form of guarantee and criteria to be satisfied on
assignment
Schedule 6 Hypothetical Premises
Schedule 7 Tenant's Works
Plan 1 Estate edged blue Estate Roads coloured xxxxx and Amenity
Building coloured purple.
Plan 2 Premises edged red
1
DATED 2001
1 The Lanlord: The Landlord: GRANTA PARK LIMITED whose
registered office is at 000 Xxxxxxx Xxxxxx Xxxxxx X0X 0XX
2 The Tenant: CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED whose
registered office is at Xxx Xxxxxxx Xxxx Xxxxxxxxxxxxxx
XX0 0XX Xxxxxxxx
3 The Surety: CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC whose
registered office is at the Science Xxxx Xxxxxxxx
Xxxxxxxxxxxxxx XX0 0XX
OPERATIVE PROVISIONS
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Lease where the context so allows:-
"Amenity Building" means the building erected or to be
erected on that part of the Estate which is coloured purple
on Plan 1
"Approved Condition" shall mean the conditions in which the
Premises were at the date of this Lease but on the
assumption that the works set out in the plans and
specification contained in Schedule 6 have been carried out
and there have been no variations thereto
"Conducting Media" means any of the drains, sewers,
conduits, flues, gutters, gullies, channels, ducts, shafts,
watercourses, pipes, cables, wires and mains
"the Encumbrances" means the restrictions, stipulations,
covenants, rights, reservations, provisions and other
matters contained, imposed by or referred to in the
documents, brief particulars of which are set out in
Schedule 1 Part 4
"the Estate" means the entirety of the property known as and
comprising Granta Park Abington Cambridge as designated by
the Landlord from
2
time to time the present extent of which is shown for
identification by blue edging on Plan 1
"Estate Amenities" means those parts of the Estate from time
to time available for the use and enjoyment of the Tenant in
common with the tenants and occupiers of other parts of the
Estate and others authorised to use the same including
(without limitation) all service and Estate Roads, estate
parking, Conducting Media, landscaping, recreational areas
and other communal facilities and buildings from time to
time provided within the Estate (other than the Amenity
Building)
"Estate Roads" means the roadways forming part of the Estate
Amenities and shown for the purpose of identification only
coloured xxxxx on Plan 1 together with any other roads which
may from time to time be provided within the Estate and
designated for use by the Tenant together with other tenants
of the Estate and others authorised to use the same PROVIDED
that any substituted road is contiguous with the Premises
and an adopted highway
"First Termination Notice Date" means a date occurring on or
before the expiry of the second year of the Term
"Hypothetical Premises" means a generic laboratory building
constructed by the Landlord in accordance with the plans and
specifications annexed as Schedule 6
"Insurance Premiums" has the meaning given to it in Schedule
3 paragraph 2
"the Insured Risks" has the meaning given to it in Schedule
3 paragraph 1
"Interest" means interest at the rate of 3 per cent per
annum over the base rate of Lloyds TSB Bank PLC from time to
time (as well after as before judgment), or such other
comparable rate as the Landlord may reasonably designate if
the base rate ceases to be published, compounded at
quarterly rests on 31 March, 30 June, 30 September and
3
31 December in each year
"the Landlord" includes all persons from time to time
entitled to the immediate reversion to this Lease
"the Landlord's Surveyor" means the surveyor, architect,
engineer or other appropriate Consultant of the Landlord
from time to time
"Lease" includes any documents supplemental to this Lease
"Measuring Code" means the Code of Measuring Practice
(Fourth Edition RICS/ISVA 1993)
"the Option Agreement" means an Agreement dated 29 September
2000 and made between the same parties as are party hereto
whereby the Tenant is granted an option to request the
Landlord to provide a further building on adjoining land
"Outgoings" means in relation to the Premises all non-
domestic rates, water rates, water charges and all existing
and future rates, taxes, charges, assessments, impositions
and outgoings whatsoever (whether parliamentary municipal
parochial or otherwise) which are now or may at any time be
payable, charged or assessed on property or the owner or
occupier of property, but 'taxes' in this context does not
include value added tax, nor any taxes imposed on the
Landlord in respect of the yearly rent reserved by this
Lease or in respect of a disposal of the interest in
immediate reversion to this Lease
"Plan 1" means the plan so marked attached to this Lease
"Plan 2" means the plan so marked attached to this Lease
"the Planning Agreement" means an Agreement dated 28 August
1996 made pursuant to Section 106 of the Town and Country
Xxxxxxxx Xxx 0000 made between South Cambridgeshire District
Council (1) The Welding Institute (2) Barclays Bank plc (3)
and TWI Estates Limited (4) and an Agreement dated 10 June
1998 made pursuant to Section 106
4
as aforesaid between Cambridgeshire County Council (1) and
the Landlord (2) together with a Supplemental Agreement
dated 11 June 1998 also made pursuant to Section 106 as
aforesaid between Cambridgeshire County Council (1) and the
Landlord (2) together with any other agreement amending,
replacing or supplementing the same from time to time
"the Premises" means the property described in Schedule 1
Part 1 and refers to each part of the Premises, including
all landlord's fixtures, fittings, plant and equipment in or
on the Premises and all additions and improvements thereto
"reviewed rent" means the Yearly Rent payable on and
following any rent review in accordance with Schedule 2
"Second Termination Notice Date" means a date occurring at
any time within the period of one year from the date of
exercise of the Tenant's Option pursuant to the Option
Agreement
"Surety" means any party who shall at any time guarantee the
performance of the Tenant's Covenants
"the Tenant" includes the Tenant's successors in title and
assigns in whom this Lease may for the time being be vested
"the Term" means the term of years granted by this Lease and
shall (where applicable) include any statutory or other
continuation or extension or holding over of such term of
years
"Unsecured Underletting" means an underletting of the whole
or (where permitted) a reasonably separable part of the
Premises in relation to which the underlessor and the
underlessee have agreed to exclude the provisions of
sections 24 to 28 of the Landlord and Xxxxxx Xxx 0000 and
their agreement to do so has been duly authorised beforehand
by the Court
"the Yearly Rent" means the yearly rent from time to time
reserved by
5
this Lease and payable pursuant to clause 2.3.1 (including
any reviewed rent)
1.2 Interpretation of restrictions and liability
1.2.1 Where the Tenant is placed under a restriction in this
Lease, the restriction includes the obligation on the Tenant
not to permit or allow the infringement of the restriction
by any person
1.2.2 References to `liability' include, where the context allows,
claims, demands, proceedings, damages, losses, costs and
expenses
1.3 Clauses and clause headings
1.3.1 The clause and paragraph headings in this Lease are for ease
of reference only and are not to be taken into account in
the construction or interpretation of any covenant condition
or proviso to which they refer
1.3.2 Unless the context otherwise requires, references:-
1.3.2.1 to numbered clauses and Schedules are references to the
relevant clause in or Schedule to this Lease; and
1.3.2.2 in any Schedule to a numbered paragraph are references to
the relevant paragraph in that Schedule
1.4 Singular and plural meanings
Words in this Lease importing the singular meaning, where
the context so allows, include the plural meaning and vice
versa
1.5 Statutes and statutory instruments
References in this Lease to any statutes or statutory
instruments include and refer to any statute or statutory
instrument amending consolidating or replacing them
respectively from time to time in force, and references to a
statute or statutes (whether specifically or in general
terms) include statutory instruments and regulations made
pursuant to them
1.6 Gender
Words in this Lease importing any one gender include both
other
6
genders and may be used interchangeably, and words denoting
natural persons where the context so allows include
corporations and vice versa
1.7 Joint and several obligations
At any time that the party of the second or the party of the
third part (if any) comprises two or more persons the
expression "the Tenant" or (where applicable) the "the
Surety" include the plural number and obligations in this
Lease expressed or implied to be made by the Tenant or the
Surety (if any) are to be treated as made by such persons
jointly and severally
2 THE LETTING TERMS
In consideration of the rent reserved by and the covenants
in this Lease:-
2.1 the Landlord lets to the Tenant:-
2.1.1 ALL the Premises;
2.1.2 TOGETHER WITH the rights set out in Schedule 1 Part 2; but
2.1.3 EXCEPT AND RESERVED to the Landlord and persons authorised
by the Landlord the rights set out in Schedule 1 Part 3; and
2.1.4 SUBJECT to the Encumbrances
2.2 The Tenant shall hold the Premises for the term of FIFTEEN
YEARS
commencing on
and ending on
determinable as provided by this Lease
2.3 The Tenant shall pay to the Landlord during the Term:-
7
2.3.1 the yearly rent of FIVE HUNDRED AND SIXTY THOUSAND SIX
HUNDRED AND FIFTY-FIVE POUNDS ((Pounds)560,655) (subject to
revision under Part I of Schedule 2) by equal quarterly
payments in advance on the usual quarter days in every year
the first (or a proportionate part) of such payments in
respect of the period commencing on and ending on the
following quarter day to be made on the date of this Lease;
2.3.2 as additional rent the monies payable by the Tenant under
Schedules 3 and 4 commencing on ; and
2.3.3 as additional rent any value added tax chargeable on the
rent and additional rent reserved in clauses 2.3.1 and 2.3.2
3 TENANT'S COVENANTS
The Tenant COVENANTS with the Landlord during the Term as
follows:-
3.1 Payment of rent
3.1.1 To pay the Yearly Rent, free from any deductions and rights
of set-off, at the times and in the manner required in
clause 2.3.1 by means of a standing order to the Tenant's
bankers
3.1.2 To pay the additional rents reserved by clauses 2.3.2 and
2.3.3 at the times and in the manner specified in relation
to each of them
3.2 Obligation to pay interest
3.2.1 To pay Interest on so much of the rents, reviewed rents, and
other monies payable under this Lease as remain unpaid seven
days after they have become due from the date that they
became due until the payment is made to the Landlord
3.2.2 To pay Interest under clause 3.2.1 for any period during
which the Landlord properly refuses to accept the tender of
payment because of an unremedied breach of covenant of the
Tenant
8
3.3 Outgoings and contributions
3.3.1 Insofar as the same are not recovered by the Landlord
pursuant to Schedule 4 to pay all Outgoings
3.3.2 To refund to the Landlord on demand, where Outgoings relate
to the whole or part of the Estate including the Premises, a
fair and proper proportion attributable to the Premises,
such proportion to be conclusively determined by the
Landlord or the Landlord's Surveyor
3.3.3 To reimburse the Landlord for loss of relief from non-
domestic rates of unoccupied property which would have been
available to the Landlord in respect of vacancy of the
Premises after the termination of this Lease but for the
allowance of relief to the Tenant or any other person
formerly in occupation of the Premises for vacancy
commencing before the termination of this Lease
3.3.4 To pay for all gas and electricity consumed on the Premises,
all charges for meters, and all standing charges
3.4 Repair
Well and substantially to repair maintain and clean the
Premises and to keep them in good and substantial repair and
condition and where necessary to replace renew and rebuild
the Premises (except in respect of damage by Insured Risks
as allowed in Schedule 3)
3.5 Decorations
3.5.1 To decorate the inside of the Premises in the year 20[ ]and
from then in every subsequent fifth year of the Term and in
the last three months of the Term (however determined)
(whether or not prior to the fifth year of the term) to
normally accepted standards for good quality decoration work
using suitable and appropriate materials of good quality, in
a proper and workmanlike manner (such decorations in the
last three months of the Term to be executed in such colours
patterns and materials as the Landlord may reasonably
require)
3.5.2 To decorate those parts of the exterior of the Premises that
are designed to be decorated and otherwise to clean the
exterior of the Premises in
9
the year 20[ ] and from then in every subsequent third year
of the Term and also in the last three months of the Term
(howsoever determined) (whether or not prior to the third
year of the Term) using suitable and appropriate materials
of good quality in a proper and workmanlike manner
3.6 Landlord's right of inspection and right of repair
3.6.1 To permit the Landlord and its employees or agents at all
reasonable times on reasonable prior notice to enter into
inspect and view the Premises and examine their condition
and also to take a schedule of fixtures in the Premises
3.6.2 If any breach of covenant, defects, disrepair, removal of
fixtures or unauthorised alterations or additions are found
on inspection for which the Tenant is liable, then, on
notice from the Landlord, to execute to the reasonable
satisfaction of the Landlord or the Landlord's Surveyor all
repairs, works, replacements or removals required within two
months (or sooner if necessary) after the receipt of the
notice
3.6.3 If the Tenant fails to comply with a notice under clause
3.6.2, the Landlord may itself or by its workpeople or
agents enter the Premises and execute the repairs works
replacements or removals
3.6.4 To pay to the Landlord on demand all expenses so incurred
under clause 3.6.3 (such expenses and any Interest on them
to be recoverable as if they were rent in arrear)
3.7 Yield up in repair at the end of the Term
At the termination of this Lease or at such later time as
the Landlord recovers possession of the Premises from the
Tenant:-
3.7.1 quietly to yield up the Premises (with all additions and
improvements to the Premises and all fixtures in the
Premises, other than tenant's fixtures which the Tenant may
be entitled to remove) repaired, maintained, cleaned,
decorated and kept in accordance with the Tenant's covenants
in this Lease (except in respect of damage by Insured Risks
as allowed in Schedule 3);
10
3.7.2 if so requested by the Landlord, to remove from the Premises all the
Tenant's fixtures and fittings and all notices, notice boards and signs
bearing the name of or otherwise relating to the Tenant or its
business; and
3.7.3 to make good to the reasonable satisfaction of the Landlord or the
Landlord's Surveyors all damage to the Premises resulting from the
removal of the Tenant's fixtures and fittings from the Premises
3.7.4 at the expiration or sooner determination of the Term to reinstate the
Premises to the Approved Condition
3.8 Landlord's right of entry for repairs, etc to adjoining property
3.8.1 To permit the Landlord or other owners, tenants or occupiers of the
Estate or any adjoining property and their respective agents, workpeople
and employees to enter the Premises at reasonable times, after giving to
the Tenant reasonable written notice (except in an emergency):-
3.8.1.1 to alter, maintain or repair any parts of the Estate or the adjoining
premises or property of the Landlord or person so entering; or
3.8.1.2 to construct, alter, maintain, repair or fix any thing or additional
thing serving such property and running through or on the Premises; or
3.8.1.3 to comply with an obligation to any third party having legal rights over
the Premises; or
3.8.1.4 in exercise of a right or to comply with an obligation of repair
maintenance or renewal under this Lease; or
3.8.1.5 in connection with the development of any adjoining or neighbouring land
or premises including the right to build on or into or in prolongation
of any boundary wall of the Premises
3.8.2 The rights of entry granted by clause 3.8.1 shall be exercisable without
payment of compensation for any nuisance annoyance inconvenience or
11
damage caused to the Tenant, subject to the Landlord (or other person so
entering) exercising the rights in a reasonable manner and making good
any damage caused to the Premises without unreasonable delay and
complying with the Tenant's reasonable requirements relating to such
entry necessitated by the nature of the Tenant's business
3.9 Alterations and additions
3.9.1 Not to make any alterations or additions to or affecting the structure
or exterior of the Premises, or the appearance of the Premises as seen
from the outside nor to make any addition to the Premises which would
result in an increase of the Gross External Area thereof (as defined by
the Measuring Code)
3.9.2 Not without the consent of the Landlord (such consent not to be
unreasonably withheld) to make any other alterations or additions to the
Premises (but the erection, alteration or removal by the Tenant of
internal demountable partitioning, and consequential adjustments of
ducting, ceiling tiles, light fittings and wiring, is authorised without
such consent if the plans of the partitions (or details of the
alteration or removal of partitioning) are immediately deposited with
the Landlord
3.9.3 Not to install or erect any exterior lighting, shade, canopy or awning
or other structure in front of or elsewhere outside the Premises
3.9.4 On the termination of this Lease, to the extent required by the
Landlord, to reinstate the Premises to the Approved Condition, such
reinstatement to be carried out under the supervision and to the
reasonable satisfaction of the Landlord or the Landlord's Surveyor
3.9.5 To procure that any alterations or additions to the Premises permitted
by the Landlord under clause 3.9.2 be carried out only by a contractor
approved by the Landlord or the Landlord's Surveyor (such approval not
to be unreasonably withheld)
3.10 Alienation
3.10.1 Not to assign or charge part only of the Premises
12
3.10.2 Not to assign or charge this Lease without the consent of the Landlord
but, subject to the operation of the following provisions of clause
3.10.3, such consent is not to be unreasonably withheld or delayed
3.10.3 The Landlord may withhold its consent to an application by the Tenant
for licence to assign this Lease if any one or more of the conditions
and criteria set by this clause 3.10.3 are not met, that:-
3.10.3.1 at the time of the assignment, there are no arrears of rents or other
monies due to the Landlord;
3.10.3.2 the Tenant and (to the extent not prohibited by law) the Surety each
gives to the Landlord a guarantee in the form in Schedule 5 Part 1;
3.10.3.3 the Tenant shall supply to the Landlord such financial and other
information as the Landlord shall reasonably require about the
intended assignee or its sureties which may include if so requested
audited accounts or trading figures for the preceding three years
together with verified statements as to current financial trading;
3.10.3.4 the intended assignee shall provide such security (whether by way of
rental deposit or otherwise) for the performance of the intended
assignee's obligations under this Lease as shall be reasonably
required by the Landlord;
3.10.3.5 if the Landlord reasonably so requires the Tenant shall procure a
guarantee of the covenants of the assignee from a guarantor who is
reasonably acceptable to the Landlord, the guarantee to be in the
terms set out in Schedule 5 Part 1;
3.10.3.6 at the time of the application by the Tenant for the Landlord's
licence to assign, the proposed assignee satisfies the criteria set
out in Schedule 5 Part 2
The conditions and criteria contained or referred to in this clause
3.10.3 are specified for the purposes of Section 19(A) of the Landlord
and Xxxxxx Xxx 0000
13
3.10.4 Not to underlet the whole or any part of the Premises without the
consent of the Landlord (such consent not to be unreasonably withheld
or delayed)
3.10.5 Not to underlet any part or parts of the Premises (so far as permitted
by this clause 3.10):-
3.10.5.1 being less than one-half of each floor of the Premises;
3.10.5.2 so as to sub-divide the Premises into more than 4 units of occupation,
of which one (at least) shall remain occupied by the Tenant;
3.10.5.3 otherwise than by way of Unsecured Underletting and for a term not
exceeding 5 years
3.10.6 Not to underlet the whole or any part of the Premises prior to the
latest to occur of the First Termination Date and the Second
Termination Date or following service of any notice to terminate
pursuant to clause 8 hereof otherwise than by way of Unsecured
Underletting and otherwise than upon the terms which entitle the
Tenant lawfully to require the Undertenant to vacate the underlet
premises prior to the date of expiry of any notice to terminate which
has been or may be served pursuant to clause 8 hereof
3.10.7 On the grant of an underlease to obtain the Landlord's approval of the
form of underlease (such approval not to be unreasonably withheld or
delayed) and to obtain covenants by deed from the underlessee direct
with the Landlord in such form as the Landlord may require that the
underlessee will:-
3.10.7.1 not assign, sub-underlet or charge part only of the premises underlet,
nor sub-underlet the whole;
3.10.7.2 not part with or share possession or occupation of the whole or any
part of the premises underlet nor grant to third parties rights over
them otherwise than by a permitted assignment;
14
3.10.7.3 not assign or charge the whole of the premises sub-underlet without
obtaining the previous consent of the Landlord under this Lease (such
consent not to be unreasonably withheld)
3.10.8 On the grant of any underlease:-
3.10.8.1 to include provisions for the revision of the rent reserved by the
underlease in an upward only direction to correspond in time and
effect with the provisions for the revision of rent in this Lease and
on the basis that the underlet premises shall be substituted for the
Hypothetical Premises in such provisions;
3.10.8.2 not to reserve or take a premium or fine;
3.10.8.3 to reserve a rent which is no less than the market rent of the
underlet premises as at the time of the grant of the underlease
(assessed in accordance with the principles in Schedule 2) ; and
3.10.8.4 to ensure that the covenants of the underlessee are not inconsistent
with and do not impair the due performance and observance of the
covenants of the Tenant in his Lease and to include a covenant by the
underlessee not to do anything which shall result in a breach of the
covenants on the part of the Tenant in this Lease
3.10.9 Not otherwise than by assignment or underletting permitted under this
clause 3.10 to:-
3.10.9.1 part with or share possession or occupation of the whole or any part
of the Premises; or
3.10.9.2 grant to third parties any rights over the Premises
3.10.10 The preceding provisions of this clause 3.10 do not apply to any
parting with possession or occupation or the sharing of occupation or
sub-division of the Premises to or with any member of a group of
companies of which the Tenant is itself a member if:-
15
3.10.10.1 the interest in the Premises so created is and remains no more than a
tenancy at will; and
3.10.10.2 the possession, occupation or subdivision are immediately determined
if the Tenant and the relevant member cease for any reason whatsoever
to be members of the same group of companies
and for this purpose two companies are members of a group if, and only
if, one is a subsidiary of the other or both are subsidiaries of a
third company, "subsidiary" having the meaning given to it by Section
736 of the Companies Xxx 0000
3.11 Registration and supply of information
3.11.1 To produce to and leave with the solicitors of the Landlord a
certified copy of the document effecting the disposition within one
month after any disposition of this Lease or the Premises (a
"disposition" being an assignment, charge, transfer, underlease,
assignment or surrender of any underlease, or on any transmission by
death or otherwise documentary evidence of devolution affecting the
Premises), and on each occasion to pay to the solicitors such fee as
they may reasonably require for the registration
3.11.2 To supply to the Landlord any details required by the Landlord
pursuant to Section 40 of the Landlord and Xxxxxx Xxx 0000 and full
details of any notices given pursuant to Section 25 of that Act by the
Tenant to any sub-tenant and full details of any notices received by
the Tenant from any sub-tenant pursuant to Section 26 of that Act
3.12 Enforcement of underleases
3.12.1 Not without the consent of the Landlord not to be unreasonably
withheld or delayed to vary the terms, or waive the benefit, of any
covenant of the underlessee or condition in an underlease of the
Premises
3.12.2 Diligently to enforce the covenants of the underlessee and the
conditions in an underlease of the Premises and (if reasonably
required by the Landlord) to exercise by way of enforcement the powers
of re-entry in
16
the underlease
3.12.3 Not without the consent of the Landlord to accept any sum or payment
in kind by way of commutation of the rent payable by an underlessee of
the Premises
3.12.4 Not to accept the payment of rent from an underlessee of the Premises
otherwise than by regular quarterly (or more frequent) payments in
advance
3.12.5 Duly and punctually to exercise all rights to revise the rent reserved
by an underlease of the Premises, and not to agree with an underlessee
a revised rent without the approval of the Landlord (such approval not
to be unreasonably withheld)
3.13 Permitted user
3.13.1 Not to use the Premises otherwise than for Research and Development
uses falling within Class B1(b) of the Town and Country Planning (Use
Classes) Order 1987
3.13.2 Nothing in this Lease implies or is to be treated as a warranty to the
effect that the use of the Premises for those purposes is in
compliance with all town planning laws and regulations now or from
time to time in force
3.14 Restrictions and regulations relating to use
3.14.1 Not to erect or install in the Premises any engine, plant or machinery
which causes a nuisance by way of fumes or vibration which can be
heard smelled or felt outside the Premises or which has a noise level
which exceeds 45dBA measured at the boundary of the Premises
3.14.2 Not to store in the Premises (except in properly designated stores or
containers and in accordance with the recommendations of the competent
authorities) any petrol or other specially inflammable explosive or
combustible substance
3.14.3 Not to use the Premises for any noxious, or noisy trade or business
nor
17
for any illegal or immoral act or purpose
3.14.4 Not do to anything in the Premises which causes a nuisance, annoyance,
disturbance, inconvenience or damage to the Landlord or its other
tenants or occupiers of the Estate
3.14.5 Not to use the Premises for carrying out any experiments on animals
without the written consent of the Landlord and provided that the
Landlord shall be entitled to withhold such consent where in its
reasonable opinion such use would or might be detrimental to the value
of the Premises any neighbouring premises or the Estate as a whole
3.14.6 Not to hold in or on the Premises any exhibition public meeting or
public entertainment nor to carry on any activity at the Premises
which will or may be attended by members of the general public
3.14.7 Not to load or use the floors, walls, ceilings, or structure of the
Premises or any building of which they form part so as to cause strain
damage or interference with the structural parts, loadbearing
framework, roof, foundations, joists and external walls
3.14.8 Not to do or omit to do anything which may overload the electrical
installation or conducting media serving the Premises or interferes
with or imposes an overload on any ventilation, heating, air
conditioning or other plant or machinery serving the Premises
3.14.9 Not to allow any person to sleep in the Premises nor to use the
Premises for residential purposes
3.14.10 Not to permit waste or rubbish to accumulate on the Premises or be
deposited on any part of the Estate or any adjoining property and to
ensure that all waste and rubbish is placed in dustbins or other
suitable containers to be kept within such areas as are provided
therefor
3.14.11 Not to place leave or install any articles, merchandise, goods or
other things in front of or elsewhere outside the Premises except in
such receptacles (if any) as may be provided by the Landlord
18
3.14.12.1 Not to permit the drains to be obstructed by oil grease or other
deleterious matter, but to keep thoroughly cleaned the Premises and
the drains serving the Premises as often as may be necessary
3.14.12.2 To procure the obtaining of all necessary licences and consents for
the discharge of any matter into any drains or sewers serving the
Premises and not otherwise than in compliance with such licences or
consents to permit any dangerous offensive or deleterious effluent to
be discharged into any drains or sewers serving the Premises or any
part thereof Provided Always that where any such licences or consents
must be applied for by the Landlord the Landlord will on receipt of
written notice from the tenant and at the tenant's cost make such
application
3.14.12.3 Not to discharge quantities of water or soil into the drains or sewers
serving the Premises or any part thereof so as to overload the same or
the means of disposal thereof
3.14.12.4 To obtain at its expense any consents required for the use and
discharge of radioactive substances and other similar specialist use
and discharge consents
3.14.13 Not to load or unload vehicles except in the service areas or loading
bays provided for such purpose nor to use any portion of the access
roads or service area for the parking of vehicles otherwise than
during the course of loading and unloading
3.14.14 To observe and perform or cause to be observed and performed the
reasonable rules and regulations from time to time made by the
Landlord for the orderly and proper use of the Estate which have been
notified to the Tenant including (without limitation):-
3.14.14.1 such regulations as the Landlord may make with regard to the use of
the Estate Amenities;
3.14.14.2 such regulations (if any) relating to security as the Landlord may
consider appropriate;
19
3.14.14.3 such codes of practice as the Landlord may reasonably introduce after
consultation with the Tenant for the environmentally responsible use
and occupation of buildings
3.15 Advertisements and signs
3.15.1 Not to place or display on the exterior of the Premises or on the
windows or inside the Premises so as to be visible from the exterior
of the Premises any name, writing, notice, sign, illuminated sign,
display of lights, placard, poster sticker or advertisement other
than:-
3.15.1.1 a suitable sign of a size and kind first approved by the Landlord or
the Landlord's Surveyor showing the Tenant's name and trade;
3.15.1.2 such other notices as the Landlord may in its discretion approve; and
3.15.1.3 the name of the Tenant and any permitted subtenants displayed in any
indicator board provided by the Landlord
3.15.2 If any name, writing, notice, sign, placard, poster, sticker or
advertisement is placed or displayed in breach of these provisions, to
permit the Landlord to enter the Premises and remove such name,
writing, notice, sign, placard, poster, sticker or advertisement, and
to pay to the Landlord on demand the expense of so doing
3.16 Compliance with statutes, etc
3.16.1 To comply in all respects with the provisions of all statutes for the
time being in force and requirements of any competent authority
relating to the Premises or anything done in or on them by the Tenant,
and to keep the Landlord indemnified against liability in consequence
of the Tenant's failure to comply with them
3.16.2 To execute with all due diligence (commencing work within two months
or sooner if necessary and then proceeding continuously) all works to
the Premises for which the Tenant is liable under clause 3.16.1 and of
which the Landlord has given notice to the Tenant and, if the Tenant
does not comply with this clause 3.16.2 to permit the Landlord to
enter
20
the Premises to carry out such works, and to indemnify the Landlord on
demand for the expenses of so doing (including surveyors' and other
professional advisers' fees), such expenses and any Interest on them to
be recoverable as if they were rent in arrear
3.16.3 To give notice to the Landlord of any defect in the Premises of which
the Tenant is or should be aware and which might give rise to an
obligation on the Landlord to do or to refrain from doing any act or
thing in order to comply with the provisions of this Lease or any duty
of care imposed on the Landlord pursuant to the Defective Premises Xxx
0000 or otherwise
3.17 Planning permissions
3.17.1 Not without the consent of the Landlord to make any application under
the Town and Country Planning Acts, as defined in the Town and Country
Planning Xxx 0000, to any local planning authority for permission to
develop, including change of use of, the Premises or for any approval
pursuant to the Planning Agreement Provided always that the Landlord
shall not be obliged to give consent where the application involves a
change of use of the Premises or a reduction or potential reduction in
the developable area of the remainder of the Estate but shall not
otherwise unreasonably withhold or delay its consent
3.17.2 To indemnify the Landlord against any development charges, other charges
and expenses payable in respect of such applications and to reimburse to
the Landlord the costs it may properly incur in connection with such
consent
3.17.3 To keep the Landlord indemnified against any expense incurred in
consequence of the use of the Premises reverting to that existing before
the application was made
3.17.4 Forthwith to give to the Landlord full particulars in writing of the
grant of planning permission
3.17.5 Not to implement any planning permission or change of use if the
Landlord makes reasonable objection thereto or to any of the conditions
subject to which the planning permission has been granted
21
3.18 Compliance with town planning and environmental requirements
3.18.1 To perform and observe the requirements of statutes and regulations
relating to town and country planning and environmental protection
applying to the Premises or the Tenant's use thereof and all agreements
licences and consents (and conditions attached thereto) granted
thereunder which relate to the Premises or the Tenant's use thereof and
to obtain any development or other consent permit or licence by reason
of the development or manner of use of or on the Premises by the Tenant
3.18.2 To keep the Landlord indemnified against liability by reason of the
Tenant's failure to obtain any requisite development or other consent
permit or licence or in complying with the requirements of statutes and
regulations necessary for the Premises or the Tenant's use thereof
3.18.3 To give full particulars to the Landlord of any notice, or proposal for
a notice, or order or proposal for an order, made given or issued to the
Tenant under any statute or regulation relating to town and country
planning, environmental protection or otherwise within seven days after
the receipt of any such by the Tenant
3.18.4 Forthwith to take all reasonable and necessary steps to comply with any
such notice or order insofar as they relate to the Premises or the
Tenant's use and occupation thereof
3.18.5 At the request and cost of the Landlord, to make or join with the
Landlord in making such objections or representations against or in
respect of any proposal for such notice or order as the Landlord may
consider expedient
3.19 Claims made by third parties
3.19.1 To keep the Landlord indemnified against liability in respect of any
accident, loss or damage to person or property in the Premises
3.19.2 To keep the Landlord indemnified against liability of the Landlord to
third parties by reason of breach by the Tenant of its obligations in
this Lease
22
3.20 Expenses of the Landlord
To pay to the Landlord on demand all expenses (including solicitors'
costs, bailiffs' fees and surveyors' and architects' fees) properly
incurred by the Landlord:-
3.20.1 in the recovery or attempted recovery of arrears of rent or additional
rent due from the Tenant;
3.20.2 incidental to or in reasonable and proper contemplation of the
preparation and service of a schedule of dilapidations during or within
three months of the date of termination of this Lease and/or a notice
under section 146 and 147 of the Law of Property Xxx 0000, even if
forfeiture is avoided otherwise than by relief granted by the court; and
3.20.3 in connection with every application for any consent or approval made
under this Lease, whether or not consent or approval is given except
where consent is unlawfully refused
Provided that in the case of fees and costs incurred under sub-paragraph
3.20.2 and 3.20.3 such fees and costs shall also be reasonable
3.21 Obstruction of windows or lights and easements
3.21.1 Not to stop up or obstruct any windows of the Premises or any other
buildings belonging to the Landlord
3.21.2 Not to permit any easement or similar right to be made or acquired into
against or on the Premises
3.21.3 Where any such easement or right is or is attempted to be acquired,
immediately to give notice of the circumstances to the Landlord, and at
the request and cost of the Landlord to adopt such course as it may
reasonably require for preventing the acquisition of the easement or
right to such easement
3.22 Value added tax
23
3.22.1 To pay value added tax on taxable supplies of goods and services made
by the Landlord in connection with this Lease, the consideration for
which is to be treated as exclusive of value added tax chargeable on
the payment upon receipt from the Landlord of a valid VAT invoice
3.22.2 Where the Landlord is entitled under this Lease to recover from the
Tenant the costs of goods and services supplied to the Landlord, but
in respect of which the Landlord makes no taxable supply to the
Tenant, to indemnify the Landlord against so much of the input tax on
the cost for which the Landlord is not entitled to credit allowance
under section 26 of the Value Added Tax Xxx 0000
3.22.3 References in this clause, or elsewhere in this Lease, to value added
tax shall include any tax of a similar nature that may be substituted
for it
3.23 Notices "to let" and "for sale"
3.23.1 To allow the Landlord or its agents to enter the Premises at any
time:-
3.23.1.1 within six months next before the termination of this Lease to fix on
the Premises a notice board for reletting the Premises; and
3.23.1.2 to fix on some part of the Premises a notice board for sale of the
interest of the Landlord
3.23.2 Not to remove or obscure any such notice board
3.23.3 To permit all persons authorised by the Landlord or its agents to view
the Premises at reasonable hours without interruption in connection
with any such letting or sale
3.24 Encumbrances
To observe and perform the obligations and restrictions comprising the
Encumbrances set out in Part 4A of Schedule 1 so far as they relate to
the Premises and are capable of being enforced, and to keep the
Landlord indemnified against liability for breach of the obligations
and restrictions and not to do or permit the doing of anything which
may cause a breach of the covenants on the part of the Landlord
contained in
24
those Encumbrances set out in Part 4B of Schedule 1
25
3.25 Replacement of Guarantor
If at any time any party who shall act as surety for the Tenant's
covenants in this Lease shall suffer an event of insolvency as defined
in clause 4.1.3 hereof the Tenant shall notify the Landlord of the same
and shall upon request from the Landlord provide such alternative
security as shall be reasonably acceptable to the Landlord
4 PROVISOS
The parties agree to the following provisos:-
4.1 Proviso for Re-Entry
4.1.1 The Landlord may terminate this Lease by re-entering the Premises (or a
part of them) itself or by an authorised agent if:-
4.1.1.1 any rent remains unpaid twenty-one days after becoming due for payment
(whether or not formally demanded); or
4.1.1.2 the Tenant fails to perform or observe any of its covenants or the
conditions in this Lease ; or
4.1.1.3 an event of insolvency occurs in relation to the Tenant or (where
applicable) one of the persons comprising the Tenant
4.1.2 Re-entry in exercise of the rights in clause 4.1.1 does not affect any
other right or remedy of the Landlord for breach of covenant or
condition by the Tenant occurring before the termination of this Lease
4.1.3 The expression "an event of insolvency" in clause 4.1.1 includes:-
4.1.3.1 (in relation to a company or other corporation which is the Tenant or
one of the Tenants or a guarantor) inability of the company to pay its
debts, entry into liquidation either compulsory or voluntary (except for
the purpose of amalgamation or reconstruction), the passing of a
resolution for a creditors winding-up, the making of a proposal to the
company and its creditors for a composition in satisfaction of its debts
or a scheme of arrangement of its affairs, the application to the court
for an administration order and the appointment of a receiver or
administrative
26
receiver; and
4.1.3.2 (in relation to an individual who is the Tenant or a guarantor)
inability to pay or having no reasonable prospect of being able to pay
his debts, the presentation of a bankruptcy petition, the making of a
proposal to his creditors for a composition in satisfaction of his debts
or a scheme of an arrangement of his affairs, the application to the
court for an interim order and the appointment of a receiver or interim
receiver;
and in relation to the various events of insolvency they are wherever
appropriate to be interpreted in accordance and in conjunction with the
relevant provisions of the Insolvency Xxx 0000
4.2 Power for Landlord to deal with adjoining property
4.2.1 The Landlord may deal as it thinks fit with other property adjoining or
nearby belonging to the Landlord and may erect or permit to be erected
on such property any buildings irrespective of whether they affect or
diminish the light or air which may now or at any time be enjoyed by the
Tenant in respect of the Premises
4.2.2 The Landlord may at all times without obtaining any consent from or
making any arrangement with the Tenant alter reconstruct or modify in
any way whatsoever or change the use of the Estate or the Common Parts
so long as proper legal means of access to and egress from the Premises
are afforded and essential services are maintained at all times
4.3 Arbitration of disputes between tenants
If any dispute or disagreement at any time arises between the Tenant and
the tenants and occupiers of the other parts of the Estate relating to
the conducting media serving or easements or rights affecting the
Premises or the Estate the dispute or disagreement is to be determined
by the Landlord by which determination the Tenant shall be bound
4.4 Exemption from liability in respect of services
4.4.1 The Landlord is not to be liable to the Tenant for any loss damage or
inconvenience which may be caused by reason of:-
4.4.1.1 temporary interruption of services during periods of inspection
27
maintenance repair and renewal;
4.4.1.2 breakdown of or defect in any plant and machinery services or conducting
media in the Premises or neighbouring or adjoining property;
4.4.1.3 events beyond the reasonable control of the Landlord;
4.4.1.4 any failure to provide any of the services unless such failure shall
result from any negligent act or omission on the part of the Landlord
4.4.2 The Landlord's duty of care to the Tenant's employees agents workpeople
and visitors in or about the Estate does not go beyond the obligations
involved in the common duty of care (within the meaning of the Occupiers
Liability Act 1957) or the duties imposed by the Defective Premises Xxx
0000
4.5 Accidents
The Landlord is not to be responsible to the Tenant or the Tenant's
licensees nor to any other person for any:-
4.5.1 accident happening or injury suffered in the Premises; or
4.5.2 damage to or loss of any goods or property sustained in the Premises; or
4.5.3 act omission or negligence of any employee of the Landlord on the Estate
where such employee is acting outside the terms of his employment by the
Landlord
28
4.6 Compensation for disturbance
The Tenant is not entitled on quitting the Premises to claim from the
Landlord any compensation unless and to the extent that any statutory
right to compensation precludes the operation of this clause
4.7 Removal of property after determination of term
4.7.1 If after the Tenant has vacated the Premises following the termination
of this Lease any property of the Tenant remains in the Premises and the
Tenant fails to remove it within fourteen days after being requested in
writing by the Landlord to do so the Landlord may as the agent of the
Tenant sell such property and hold the proceeds of sale after deducting
the costs and expenses of removal, storage and sale reasonably and
properly incurred by it to the order of the Tenant
4.7.2 The Tenant will indemnify the Landlord against any liability incurred by
it to any third party whose property has been sold by the Landlord in
the bona fide mistaken belief (which is to be presumed unless the
contrary be proved) that it belonged to the Tenant and was liable to be
dealt with as such under this clause 4.7
4.8 Notices consents and approvals
4.8.1 Any notice served under or in connection with this Lease must be in
writing
4.8.2 A notice served under or in connection with this Lease may be sent by
fax, subsequently confirmed by first class post or document exchange
4.8.3 Notices shall be taken to be given:-
4.8.3.1 when sent by first class post, on the next working day following
posting;
4.8.3.2 when sent by document exchange, on the first working day after the day
on which it would normally be available for collection by the addressee;
4.8.3.3 when sent by fax, on the day of transmission if transmitted before 4.00
p.m. (unless it is shown that the intended recipient did not receive a
copy disclosing all relevant and material parts of the notice) and
otherwise on
29
the next working day
4.8.4 Any consent or approval under this Lease is required to be obtained
before the act or event to which it applies is carried out or done and
is to be treated as effective only if the consent or approval is given
in writing
5 QUIET ENJOYMENT
The Tenant paying the rents reserved and performing the Tenant's
covenants in this Lease may lawfully and peaceably enjoy the Premises
throughout the Term without interruption by the Landlord or by any
person lawfully claiming through under or in trust for the Landlord
6 OBLIGATIONS IN SCHEDULES
The Landlord and the Tenant mutually covenant to observe and perform
their respective obligations and the conditions in the Schedules to this
Lease
7 LANDLORD'S COVENANTS
7.1 The Landlord covenants to indemnify the Tenant against any costs claims
or losses which the Tenant shall suffer as a result of any breach by the
Landlord of the covenants on its behalf contained in any of the
Encumbrances
7.2 The Landlord will use all reasonable endeavours to impose on other
tenants of the Estate covenants similar to those contained in clause
3.14 (other than clause 3.14.6 where such clause would be inappropriate
in the context of the premises demised) and during such period as the
covenants contained in Clause 3.14 hereof remain enforceable and are
enforced against the Tenant the Landlord will take such action as it
reasonably deems appropriate to enforce similar covenants against any
other tenants of the Estate who are in breach of the same where such
breach is causing a nuisance annoyance disturbance or inconvenience to
the Tenant and the Tenant has served written notice of the same upon the
Landlord
8 TENANT'S RIGHT TO TERMINATE
The Tenant here meaning Cambridge Antibody Technology Limited only
30
shall have the right by the service of written notice upon the
Landlord to terminate this Lease on either the First Termination
Notice Date or the Second Termination Notice Date subject to the
following conditions:-
8.1 In the case of a notice served on the First Termination Notice Date:-
8.1.1 the period of notice shall be no less than twelve months expiring at
the end of the third year of the Term;
8.1.2 the Tenant shall on or before the date of termination pay to the
Landlord a sum equivalent to the Yearly Rent for the period of five
calendar months from the date of termination
8.2 In the case of a notice served on the Second Termination Notice Date:-
8.2.1 the period of notice shall expire on the later of the expiry of the
period of 12 months from the date of service of the notice to
terminate and the date upon which the Tenant first takes up beneficial
occupation of the Phase II Premises following completion of its
fitting out works and commences to pay rent in respect thereof;
8.2.2 the Tenant shall on or before the date of termination pay to the
Landlord a sum equivalent to the Yearly Rent for the period of 3
calendar months from the date of termination
8.3 The Tenant has paid all rents and other monies due under the Lease and
delivers up vacant possession of the Premises in the condition
required by the covenant contained in clause 3.7
8.4 The rights to terminate contained in this clause 8 are personal to
Cambridge Antibody Technology Limited and any company which is a
member of the same group of companies of which it is a member as
defined in clause 3.10.9 and shall not pass on any assignment of this
Lease
31
8.5 Upon the service of a valid notice to determine which complies with
the conditions set out in this clause this Lease and everything herein
contained shall cease and determine but without prejudice to the
existing rights and liabilities of the parties hereunder
9 GUARANTEE PROVISION
9.1 Guarantee
9.1.1 The Surety guarantees to the Landlord that the Tenant will pay the
rents reserved by and perform and observe all the Tenant's covenants
and obligations in this Lease throughout the Term and the Surety will
pay and make good to the Landlord on demand any losses damages costs
and expenses suffered or incurred by the Landlord by reason of any
failure of the Tenant to do so
9.1.2 This guarantee remains in force for so long as and to the extent that
the Tenant (in this context meaning the party named as "Tenant" in the
Parties clause of this Lease) is not released by law from liability
for the Tenant's covenants in this Lease
9.2 No waiver or release of liability
The Surety is not to be released from liability under these provisions
by reason of:-
9.2.1 any forbearance, the granting of time or any other indulgence on the
part of the Landlord including (but without affecting the general
operation of this clause 9.2) any granting or extension of time under
or varying the procedure set out in Schedule 2 paragraph 5; or
9.2.2 any variation of this Lease whether or not made with the consent of
the Surety and the guarantee of the Surety in clause 9.1 is to operate
in relation to this Lease as it may be varied from time to time
9.3 Surety to accept new lease upon disclaimer
9.3.1 If this Lease is determined by re-entry by the Landlord or is
effectively determined by disclaimer the Surety will, if the Landlord
by notice within three months after the date of determination so
requires, take from the Landlord a lease of the Premises
32
9.3.2 The lease to be granted to the Surety under clause 9.3.1 is to be on
the following terms:-
9.3.2.1 the term is to commence on the date of termination of this Lease and
to be equal to the residue of the Term which would have remained
unexpired at that date if this Lease had not then been terminated;
9.3.2.1 the Yearly Rent is to be the same as would have been payable under
this Lease if it had continued undetermined and if a rent review
operative from a review date before the grant of the lease had not
been completed the Surety will complete the rent review as if it had
been the Tenant under this Lease in order to establish the commencing
yearly rent under the lease;
9.3.2.3 the lease is otherwise to be on the same terms and conditions as would
have applied under this Lease if it had continued undetermined;
9.3.2.4 the Surety is to succeed to the rights and assume the liability of the
Tenant under this Lease as if the Lease had continued undetermined;
and
9.3.2.5 the Surety is to pay the Landlord's reasonable and properly incurred
solicitors' charges relating to grant of the lease;
9.3.3 If the Landlord shall not require the Surety to take up a lease of the
Premises pursuant to clause 9.3.1 the Surety shall nevertheless upon
demand pay to the Landlord a sum equal to the rent and all other
payments that would have been payable under this lease but for the
determination or disclaimer in respect of the period from the date
thereof until the earlier of the expiry of six months from that date
or the reletting of the Premises by the Landlord (and the expiry of
any rent-free period)
33
10 EXPERT DETERMINATION
10.1 In this Lease where any issue is required to be dealt with by or
submitted for the determination of an independent expert the following
provisions of this clause are to apply but in case of conflict with
other provisions specifically relating to expert determination
elsewhere in this Lease those other provisions are to prevail to the
extent of the conflict
10..2 The expert is to be appointed by the parties jointly or if they cannot
or do not agree on the appointment appointed by whichever of the
following is appropriate:-
10.2.1 the President for the time being of the Royal Institution of Chartered
Surveyors;
10.2.2 the President for the time being of the Institute of Chartered
Accountants in England and Wales
or in each such case the duly appointed deputy of the president or
other person authorised by him to make appointments on his behalf
10.3 The person so appointed is to act as an expert and not as an
arbitrator
10.4 The expert so appointed must afford the parties opportunity within
such a reasonable time limit as he may stipulate to make
representations to him (accompanied by professional rental valuations
reports or other appropriate evidence in the relevant circumstances)
and permit each party to make submissions on the representations of
the other
10.5 The fees and expenses of the expert including the cost of his
nomination are to be borne as the expert may direct (but in the
absence of such a direction by the parties in equal shares) but
(unless they otherwise agree) the parties will bear their own costs in
respect of the determination of the issue by the expert
10.6 If the expert refuses to act becomes incapable of acting or dies the
Landlord or the Tenant may require the appointment of another expert
in his stead under paragraph 10.2
34
10.7 The determination of the expert except in case of manifest error is to
be binding on the Landlord and the Tenant
11 THIRD PARTY RIGHTS
It is hereby agreed that rights in favour of any third parties which
may arise as a result of the operation of the Contracts (Rights of
Third Parties) Xxx 0000 are hereby expressly excluded and the parties
shall be at liberty to agree to any rescission or variation of this
Lease without the need for the consent of any such third party
DELIVERED as a Deed on the date at the head of this Lease
35
SCHEDULE 1
PART 1 - Description of the Premises
The premises known as the Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx
and shown for identification purposes only edged red on Plan 2
PART 2 - Rights Granted to the Tenant
1 The free and uninterrupted right (in addition to but not in substitution
for any rights specifically granted in the following paragraphs) for the
Tenant and all persons authorised by the Tenant (in common with the
Landlord and others having a similar right) to use the Estate Amenities
for all proper purposes in connection with the use and enjoyment of the
Premises
2 The free passage and running (subject to temporary interruption on prior
notice where practicable for repair alterations or replacement) of
water, soil, gas, electricity, telecommunications and other supplies and
services to and from the Premises in and through the Conducting Media
from the Premises to a point where the Conducting Media connect to
adopted Conducting Media that now serve the Premises or may within the
perpetuity period be laid in on through or under other parts of the
Estate
3 A right of way for all purposes reasonably necessary for the use and
enjoyment of the Premises for the purposes permitted by this Lease (but
not further or otherwise) with or without vehicles over the Estate Roads
to a point where the Estate Roads connect to the adopted highway
4 Right to enter the Estate so far as is necessary to perform the Tenant's
covenants
PART 3 - Rights Reserved to the Landlord
1 The right to the free passage and running of water soil gas electricity
telecommunications and other supplies and services to and from other
parts of the Estate and any adjoining property through and along any
conducting media in over through or under the Premises which now
36
serve or may hereafter during the Term serve also such other parts of
the Estate and any adjoining property
2 The right to build on or rebuild or alter other parts of the Estate and
any adjoining property and in any manner whatsoever and to let the same
for any purpose or otherwise deal therewith notwithstanding that the
supply of light or air to the Premises is in any such case diminished
thereby or any other liberty easement right or advantage other than such
as are herein specifically granted belonging to the Tenant is thereby
diminished or prejudicially affected Provided that the Premises are not
rendered unsuitable for the use permitted by this Lease
3 The right to maintain renew or construct in upon through or over the
Premises at any time during the Term any conducting media or services
for the benefit of other parts of the Estate which it is impractical or
uneconomic to route outside the Premises making good all damage to the
Premises as soon as reasonably possible
4 The right at any time during the Term at reasonable times and upon
reasonable notice except in cases of emergency to enter (or in cases of
emergency to break and enter) the Premises or any part thereof
4.1 to inspect the condition and state of repair of the Premises and to
value the same
4.2 to take schedules or inventories of fixtures and other items to be
yielded up on the expiry of the Term
4.3 to exercise any of the rights granted to the Landlord elsewhere in this
Lease and
4.4 for any other reasonable purpose connected with the Landlord's
management and development of the Estate
5 The right with the Surveyor or any third party determining the Yearly
Rent in default of agreement between the parties under any provisions
for rent review contained in this Lease at convenient hours and on
37
reasonable prior notice to enter and inspect and measure the Premises
for all purposes connected with any pending or intended step under the
Landlord and Xxxxxx Xxx 0000 or the implementation of such provisions
for rent review
PART 4 - Encumbrances
DATE DOCUMENT PARTIES
4A
28 August 1996 X.000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxx District Council (1)
Barclays Bank plc (2)
The Welding Institute (3)
TWI Estates Limited (4)
4B
10 June 1998 S.106 Agreement Cambridgeshire County Council (1)
Granta Park Limited (2)
11 June 1998 Supplemental Cambridgeshire County Council (1)
Agreement Granta Park Limited (2)
14 November Deed of Grant The Welding Institute (1)
0000 Xxxxxx Xxxx Limited (2)
23 December Deed of Variation The Welding Institute (1)
1999 Granta Park Limited (2)
38
SCHEDULE 2
Rent Reviews
1 The review dates
1.1 The Yearly Rent is to be reviewed on the expiry of the fifth year of the
Term and at five yearly intervals thereafter and with effect on and from
each such rent review date the reviewed rent (as agreed or determined in
accordance with this Schedule) is to become payable as the Yearly Rent
reserved by this Lease
1.2 In this Schedule the expression "the review date" means in relation to
each such review of rent the date of review pursuant to paragraph 1
2 Upward only rent reviews
The reviewed rent payable on and from the review date shall be the
greater of:-
2.1 the Yearly Rent reserved under this Lease immediately preceding the
review date; and
2.2 the market rent of the Hypothetical Premises at the review date
3 The market rent
For the purposes of this Lease, the expression "market rent" means the
best yearly rent at which the Hypothetical Premises might reasonably be
expected to be let in the open market by a willing landlord to a willing
tenant on the assumption if not a fact, that:-
3.1 the letting is:-
3.1.1 with vacant possession;
3.1.2 for a term being the greater of the residue of the Term or ten years
from the review date having a rent review, in the same terms as this
Lease, at the expiry of each period of five years throughout the term;
39
3.1.3 without the payment of a premium by the willing tenant;
3.1.4 on the basis that the willing tenant would receive as a term of the
letting such a rent free or concessionary rental period, or other
inducement, as the willing landlord would negotiate with the willing
tenant, for the purpose only of fitting out the Premises and the rate of
the market rent payable by the Tenant from the review date would be such
as the willing tenant would pay at the expiry of the rent free or
concessionary rent period, or following the receipt of the inducement;
and
3.1.5 that no account is taken of any additional bid by a prospective tenant
with a special interest
3.1.6 subject to terms similar to those of this Lease, other than the length
of the term and the amount of rent, but including these provisions for
rent review
3.2 the Hypothetical Premises:-
3.2.1 have been fitted out ready for occupation and immediate use for the
willing tenant's business;
3.2.2 are in a state of full repair and the covenants of the Tenant and the
Landlord in this Lease have been fully observed and performed; and
3.2.3 may lawfully be used for any purpose permitted by this Lease and/or as
varied or extended by any licence granted by the Landlord to the Tenant
3.2.4 have the benefit of all such rights as are granted by this lease and (to
the extent that the value of the Hypothetical Premises is increased
thereby) any licences waivers and consents granted to the Tenant
3.3 in case the Premises have been destroyed or damaged the Hypothetical
Premises have been fully reinstated (or rendered fit for use and
occupation)
3.4 there is not in operation any statute order or instrument, regulation or
direction which has the effect of regulating or
40
direction which has the effect of regulating or restricting the amount
of rent of the Hypothetical Premises which might otherwise be payable
3.5 the willing Tenant and anyone who may become the Tenant is a taxable
person who makes only taxable supplies and no exempt supplies (words
and expressions used in this paragraph 3.5 having the meanings
assigned to them respectively in the Value Added Tax Xxx 0000 and the
regulations made under that Act) and that demand for the Hypothetical
Premises on the open market would not be reduced by reason of the
Landlord having elected to waive exemption from value added tax in
respect of them
4 Matters to be disregarded
In agreeing or determining the market rent the effect upon it of the
following matters are to be disregarded:-
4.1 any improvements to the Premises made by the Tenant with the consent
of the Landlord other than those:-
4.1.1 made in pursuance of an obligation to the Landlord;
4.1.2 completed by the Tenant more than twenty-one years before the review
date; or
4.1.3 for which the Landlord has made a financial contribution;
4.2 the Tenant's Works as set out in Schedule 7 hereto but excluding from
such works any works which form part of the Hypothetical Premises and
are referred to in Schedule 6 hereof
4.3 any works carried out by the Tenant which has diminished the market
rent
4.4 any goodwill attached to the Premises by reason of any trade or
business carried on therein by the Tenant or any undertenant or their
respective predecessors in title;
41
and in this paragraph 4 reference to "the Tenant" includes any
predecessors-in-title of the Tenant and any sub-tenants of the
Premises or part thereof
5 Procedure for determination of market rent
5.1 The Landlord and the Tenant shall endeavour to agree the market rent,
and may do so at any time (not being earlier than twelve months before
the review date), but if they have not agreed the market rent three
months before the review date the amount of the market rent shall be
determined by reference to an arbitrator ("the Surveyor")
5.2 The Surveyor shall be nominated by the Landlord and the Tenant
jointly, but, if they cannot agree or do not do so, then he shall be
nominated by the President for the time being of the Royal Institution
of Chartered Surveyors on the application either of the Landlord or of
the Tenant
5.3 The reference to and award of the Surveyor shall be governed by the
Arbitration Xxx 0000 that it is hereby agreed that such arbitrator
shall not take the initiative in ascertaining the facts and/or the law
and that Section 34(2)(g) of the Arbitration Xxx 0000 shall not apply
5.4 The Surveyor must be a chartered surveyor having not less than five
years' experience of leasehold valuation of property being put to the
same or similar use as the Premises and of property in the same region
in which the Premises are situated
5.5 If the Surveyor refuses to act, becomes incapable of acting or dies,
the Landlord or the Tenant may require the appointment of a substitute
to be nominated in the same manner as provided in paragraphs 5.1 and
5.2
5.6 If either party shall fail to pay its share of the Surveyor's fees and
expenses within seven days of the same having been demanded the other
party shall be entitled to pay such share and recover the cost from
the defaulting party as a debt due on demand
6 Time limits
Time is not of the essence in agreeing or determining the reviewed
rent
42
or appointing the Surveyor and delay in commencement of negotiations
pursuant to paragraph 5.1 or nomination of the Surveyor pursuant to
paragraphs 5.1 and 5.2 shall not in any way prejudice the right to
have a rent review
7 Rental adjustments
7.1 If the market rent has not been agreed or determined in accordance
with the provisions of this Schedule before the review date, then,
until the market rent has been so agreed or determined, the Tenant
will continue to pay on account rent at the rate of yearly rent
payable immediately before the review date
7.2 The Tenant will pay to the Landlord within fourteen days after the
date that the market rent has been agreed or determined all arrears of
the reviewed rent which have accrued in the meantime, with interest at
the base rate of Lloyds TSB Bank PLC from time to time on each of the
instalments of the arrears from the time that it would have become due
if the market rent had then been agreed or determined until payment
becomes due from the Tenant to the Landlord under this paragraph 7.2
8 Memorandum of rent review
The parties will cause a memorandum of the reviewed rent duly signed
by the Landlord and the Tenant to be endorsed on or securely annexed
to this Lease and the counterpart of this Lease
43
SCHEDULE 3
Insurance Provisions
1 Insured Risks
1.1 "Insured Risks" means the risks and other contingencies against which
the Premises, and Estate Amenities or (where applicable) any building
of which they form part, are required to be or are from time to time
insured under this Lease, but subject to any exclusions limitations
and conditions in the policy of insurance
1.2 Insured Risks shall (subject to paragraph 1.3) include fire,
lightning, explosion, xxxxx, xxxxxxx, flood, bursting and overflowing
of water tanks apparatus or pipes, earthquake, aircraft (but not
hostile aircraft) and other aerial devices dropped from aircraft, riot
and civil commotion, malicious damage terrorism and such other risks
as the Landlord may consider it prudent to insure
1.3 If a risk or contingency itemised, or otherwise included, as an
Insured Risk, can no longer be insured or can only be insured at an
uneconomic rate, the risk or contingency shall cease to be treated as
an Insured Risk from the time that cover is withdrawn and the Landlord
has notified the Tenant of its withdrawal in writing
2 Tenant's liability for insurance premiums
2.1 The Tenant will pay to the Landlord on demand the Insurance Premiums
incurred by the Landlord or (where applicable) the due proportion
attributable to the Premises of the Insurance Premiums
2.2 "Insurance Premiums" means all monies expended, or required to be
expended, by the Landlord in affecting and maintaining cover against
loss resulting from the Insured Risks including:-
2.2.1 three years' loss of rent in respect of the Premises;
2.2.2 such professional fees as may be incurred in connection with
rebuilding or reinstatement;
44
2.2.3 the costs of demolition, shoring up, and site clearance works;
2.2.4 third party and public liability risks;
2.2.5 the costs of reinstatement of damage to the Premises; and
2.2.6 value added tax liability on such items (where applicable)
2.3 The insurance cover shall take into account cover for the effects of
inflation and escalation of costs and fees, and the Landlord's
estimate of the market rent of the Premises (as defined in Schedule 2)
in the context of ensuing rent reviews and the termination of the
Lease
3 Tenant's obligations in relation to insurance cover
3.1 The Tenant will not do anything which may render void or voidable the
insurance of the Landlord on the Premises or any neighbouring or
adjoining premises or which may cause insurance premiums to be
increased
3.2 The Tenant will provide efficient fire extinguishers of a type
approved by the Landlord, such approval not to be unreasonably
withheld or delayed and will adopt such other precautions against
Insured Risks as the Landlord or its insurers may consider appropriate
and/or as may be required by any competent authority
3.3 If the insurance of the Landlord is vitiated in whole or in part in
consequence of an act or omission of the Tenant, persons occupying or
enjoying the use of the Premises through or under the Tenant, or their
respective employees workmen agents or visitors, the Tenant will pay
to the Landlord on demand a sum equal to the amount of the insurance
monies which have become irrecoverable in consequence of that act or
omission
3.4 The Tenant may not insure the Premises for any of the Insured Risks in
such a manner as would permit the insurer of the Landlord to average
the proceeds of insurance or cancel insurance cover
45
3.5 The Tenant will notify the Landlord forthwith of the occurrence of
damage to the Premises by any of the Insured Risks
3.6 If the Premises are damaged by Insured Risks, the Tenant will pay to
the Landlord on demand the amount of any uninsured excess to which the
insurance cover of the Landlord is subject or (where applicable) the
due proportion of such excess
3.7 Save where payment is made pursuant to paragraph 3.3 hereof the
obligations of the Tenant to repair and to yield up in repair the
Premises are to remain operative to the extent that the insurance of
the Landlord in respect of Insured Risks is vitiated or insurance
monies are withheld by reason of an act or omission of the Tenant,
persons occupying or enjoying the use of the Premises through or under
the Tenant, or their respective employees workmen agents or visitors,
but do not otherwise operate in respect of damage to the Premises by
Insured Risks
4 Landlord's obligation to insure and reinstate
4.1 The Landlord will keep the Premises insured with an insurer of repute
against Insured Risks and other items referred to in paragraph 2.2 for
the full cost of reinstatement, subject to such uninsured excess as
the insurer may reasonably apply
4.2 Following the occurrence of damage to or destruction of the Premises
by an Insured Risk, the Landlord will diligently apply, or procure the
application of, the proceeds of the insurance covering reinstatement
and rebuilding costs for those purposes, and will make any deficiency
in the proceeds of the insurance out of its own resources
4.3 The obligations of the Landlord in paragraph 4.2 do not apply:-
4.3.1 if the Landlord is unable, after using its reasonable endeavours to do
so, to obtain any requisite planning permission or other consents for
the reinstatement of rebuilding of the Premises or of a building of
similar size character and amenity; or
4.3.2 if the Landlord's insurance is vitiated by reason of an act or
omission of
46
the Tenant, persons occupying or enjoying the use of the Premises
through or under the Tenant or their respective employees workmen
agents or visitors
4.4 Where the Premises are substantially damaged or destroyed, the Tenant
may not object to the reinstatement or rebuilding of the Premises in a
form which is not identical to the Premises immediately before the
damage or destruction occurred if the Premises as reinstated or
rebuilt are of equivalent or better standard, and afford amenities
which are not inferior to or materially different from those enjoyed
by the Tenant before the occurrence of the damage or destruction
5 Landlord's obligations in relation to insurance
5.1 The Landlord will use its reasonable endeavours to procure that its
insurers waive entitlement to rights of subrogation against the
Tenant, persons occupying or enjoying the use of the Premises through
or under the Tenant, and their respective employees workmen agents or
visitors
5.2 The Landlord will notify its insurers of the Tenant's interest in the
Premises and, if practicable, have it noted on the policies of
insurance
5.3 The Landlord will provide the Tenant with a copy of its insurance
policies (or other evidence of the conditions of insurance) on the
Premises, and at the request of the Tenant with a receipt for the
payment of the last premium or other evidence of renewal and up-to-
date details of the amount of cover
5.4 The Landlord will promptly notify the Tenant of any changes in its
insurance cover or of the terms on which cover has been effected
5.5 The Landlord may retain for its exclusive benefit any discount on the
insurance premiums or commission offered to it by its insurer
6 Suspension of Rent
6.1 Paragraph 6.2 applies if the Premises or any Estate Amenities so as to
make the Premises inaccessible or unusable are at any time during the
Term so damaged by an Insured Risk as to render the Premises or any
47
part of them unfit for occupation use or enjoyment, except in the
circumstances referred to in paragraph 4.3.2 of Schedule 3
6.2 The rent and additional rent reserved by this Lease, or a fair
proportion of them according to the nature and extent of the damage
sustained, is to be suspended and cease to be payable until the
Premises (excluding fitting out works and replacement of contents)
have been reinstated and made fit for occupation use and enjoyment or,
if earlier, until the expiry of three years from the occurrence of the
damage
6.3 A dispute as to the amount of the abatement of the rent or the
duration of the period of abatement is to be submitted to an
independent expert
7 Options to determine
7.1 If for any reason beyond the control of the Landlord it proves
impossible or impracticable to commence rebuilding or reinstatement of
the Premises within two years of the occurrence of the damage by an
Insured Risk, the Landlord may terminate this Lease by giving to the
Tenant notice to that effect
7.2 If the rebuilding or reinstatement of the Premises has not been
commenced in xxxxxxx eighteen months after the occurrence of the
damage by an Insured Risk, the Tenant may give notice to the Landlord
of intention to terminate this Lease, and if the rebuilding or
reinstatement work has not commenced in xxxxxxx within six months of
the giving of the notice, the tenant shall have the right to serve a
further written notice on the Landlord terminating this Lease
7.3 The termination of this Lease under this paragraph 7 is not to affect
any liability which has accrued at any time before the time of
termination
8 Retention of insurance proceeds
On the termination of this Lease under paragraph 7, or if this Lease
is terminated by the operation of the doctrine of frustration, the
Landlord may retain for its exclusive benefit the proceeds of
insurance
48
SCHEDULE 4
Service Charge Provisions
PART 1 - General
1 Tenant's liability to pay service charge
The Tenant will pay to the Landlord by way of additional rent the Due
Proportion (as defined below) of the total cost ("service charge")
reasonably and properly incurred by the Landlord in any service charge
period beginning or ending during the Term in providing the services
specified in Sections 2 and 3 of this Schedule and defraying the costs
and expenses relating and incidental to such services together with
the costs set out in Section 4 of this Schedule
2 Definition of "Due Proportion"
2.1 In this Schedule the expression "Due Proportion" means in relation to
the service charge the proportion which is attributable to the
Premises
2.2 The Due Proportion is to be calculated primarily by reference to the
ratio of the gross external area (as defined in the Measuring Code) of
the Premises to the gross external area at any relevant time of the
buildings forming part of the Estate (excluding for these purposes the
buildings forming part of the Estate Amenities but including the
Premises) Provided That for the purposes of such calculation [during
the first four years of the Term only] the gross external area of the
buildings on the Estate shall be assumed to be no less than 550,000 sq
ft
2.3 If such comparison is inappropriate having regard to the nature of any
expenditure incurred or the premises benefited by the expenditure or
otherwise, the Landlord is at liberty in its discretion to adopt such
other method of calculation of the Due Proportion of such expenditure
(or item of expenditure) to be attributed to the Premises as may be
fair and reasonable in the circumstances including if appropriate the
attribution of the whole of such expenditure to the Premises)
49
3 Advance payment on preliminary basis
3.1 The Due Proportion of the service charge is to be discharged by means
of advance payments to be made on the same days upon which rent is
payable under this Lease and by such additional payments as may be
required under paragraphs 4 and 5
3.2 The amount of each advance payment is to be such amount as the
Landlord may reasonably and properly determine as likely to be equal
in the aggregate to the Due Proportion of the service charge for the
relevant service charge period and which is notified to the Tenant at
or before the time when the demand for an advance payment is made
3.3 For the purpose of this Schedule "service charge period" means the
period of twelve months from 1 October to 30 September in each year
(or such other period as the Landlord may from time to time determine)
3.4 The service charge is to be treated as accruing on a day-to-day basis
in order to ascertain yearly rates and for the purposes of
apportionment in relation to periods other than of one year
4 Service charge accounts and adjustments
4.1 The Landlord shall as soon as may be practicable after the end of each
service charge period submit to the Tenant a statement duly certified
(if so requested) by the Landlord's accountant or surveyor giving a
proper summary of the service charge for the service charge period
just ended
4.2 If the Due Proportion of the service charge as certified is more or
less than the total of the advance payments (or the grossed-up
equivalent of such payments if made for any period of less than the
service charge period), then any sum due to or payable by the Landlord
by way of adjustment in respect of the Due Proportion of the service
charge is forthwith to be paid or allowed as the case may be
4.3 The provisions of this paragraph are to continue to apply
notwithstanding the termination of this Lease in respect of any
service charge period then current but only in respect of the period
up to the date of termination
50
4.4 The Tenant is entitled to inspect and (at the Tenant's cost) take copies
of the service charge records and vouchers of the Landlord at such
location as the Landlord may reasonably appoint for the purpose during
normal working hours on weekdays
5 Exceptional expenditure
5.1 If the Landlord is required during any service charge period to incur
heavy or exceptional expenditure which forms part of the service charge,
the Landlord is to be entitled to recover from the Tenant the due
proportion of the service charge representing the whole of that
expenditure on the quarter day next following
5.2 If funds collected by way of advance payments of service charge prove
insufficient to meet an immediate liability, (and there is no reserve
fund available, or which may be applied, to meet the liability, and the
circumstances arose otherwise than as mentioned in paragraph 9.1) the
Landlord is to be entitled to borrow monies for the purpose from
reputable banks at commercially competitive rates of interest, and the
interest payable on the borrowing shall be recoverable as an item of the
service charge
6 Sinking funds and reserves
6.1 With a view to securing so far as may reasonably be practicable that the
service charge should be progressive and cumulative rather than
irregular and that tenants for the time being shall bear a proper part
of accumulating liabilities which accrue in the future the Landlord is
entitled to include as an item of service charge for any service charge
period an amount which the Landlord reasonably determines is appropriate
to build up and maintain a sinking fund and a reserve fund in accordance
with the principles of good estate management
6.2 Any such sinking fund is to be established and maintained on normal
commercial principles for the renewal and replacement of plant machinery
and equipment
6.3 Any such reserve fund is to be established and maintained to cover
prospective and contingent costs of carrying out repairs decoration
51
maintenance and renewals and of complying with statutes by-laws
regulations of all competent authorities and of the insurers in relation
to the use occupation and enjoyment of the Estate
7 Advance payments deposit account
7.1 This paragraph applies to such part of the monies ("relevant monies")
paid by the Tenant and other tenants and occupiers of the Estate by way
of service charge as for the time being has not been disbursed in
payment of the costs and expenses of providing services
7.2 The Landlord will keep the relevant monies in a separate trust account
until and to the extent that they may be required for disbursement then
or in the then immediate future in payment of the costs and expenses of
providing services
7.3 Interest earned upon such account (less any tax payable) is to be
credited to the account at regular rests in each year
7.4 Until actual disbursement the relevant monies are to be held by the
Landlord for the benefit of the tenants and occupiers of the Estate as a
class but on the basis that no tenant shall be entitled to receive
payment of any part thereof upon the termination of its lease
8 Landlord's protection provisions
The Tenant is not entitled to object to the service charge (or any item
comprised in it) or otherwise on any of the following grounds:-
8.1 the inclusion in a subsequent service charge period of any item of
expenditure or liability omitted from the service charge for any
preceding service charge period; or
8.2 an item of service charge included at a proper cost might have been
provided or performed at a lower cost; or
8.3 disagreement with any estimate of future expenditure for which the
Landlord requires to make provision so long as the Landlord has acted
reasonably and in good faith and in the absence of manifest error; or
52
8.4 the manner in which the Landlord exercises its discretion in providing
services so long as the Landlord acts in good faith and in accordance
with the principles of good estate management; or
8.5 the employment of managing agents to carry out and provide on the
Landlord's behalf services under this Part of this Schedule
9 Vacant parts of the Estate and actions by the Landlord
9.1 The due proportion of the service charge may not be increased or altered
by reason only that at any relevant time any building or buildings
forming part of the Estate may be vacant or be occupied by the Landlord
or that any other tenant or occupier may default in payment of, or be
required to pay less than, the due proportion of the service charge
attributable to that part
9.2 If the Landlord recovers monies in exercise of its duties representing
expenditure which has been or which would otherwise fall to be included
in the service charge, the Landlord will set off or credit such monies
against the service charge accordingly
10 Service charge to exclude tenants' liabilities
There is to be excluded from the items comprising the service charge any
liability or expense for which the Tenant or other tenants or occupiers
of premises within the Estate may individually be responsible under the
terms of the tenancy or other arrangement by which they use or occupy
such premises
11 Management charges
The Landlord is entitled to include in the service charge:-
11.1 the proper cost of employing managing agents for the carrying out and
provision of services under this Schedule; and
11.2 the properly incurred cost of the accountants or auditors for auditing
the service charge or providing other services in connection with the
service charge
53
12 The Landlord's obligation to provide services
12.1 Subject to the payment of the Due Proportion of the service charge by
the Tenant in the manner required and at the time required under this
Lease and to the following provisions of this paragraph, the Landlord
shall provide the services specified in Part 2 of this Schedule and may
provide the services specified in Part 3 of this Schedule
12.2 The Landlord is not to be liable to the Tenant for failure to provide
any services in Part 2 of this Schedule to the extent that the Landlord
is prevented from doing so by Insured Risks and other such perils,
accident, strikes, lockouts of workmen or other cause beyond the
Landlord's control and provided that the Landlord uses all reasonable
endeavours to restore the services as soon as practicable
12.3 The Landlord is not under any obligation to the Tenant to provide or to
continue the provision of the services specified in Part 3 of this
Schedule and may in its reasonable discretion vary extend alter or add
to such services if the Landlord considers that by so doing the
amenities in the Estate may be more efficiently conducted
54
PART 2 - Essential Services and Heads of Charge
1 The repair upkeep renewal insurance management cleaning of and (where
applicable) the reasonable and necessary replacement of:-
1.1 items of plant and equipment and their constituent parts comprised in
the Estate
1.2 the Conducting Media in or under or otherwise serving the Estate
including the Premises
1.3 the Estate Amenities or
2 The provision of such security arrangements for the Estate including
(without limitation) the engagement of security officers and services as
is in the interests of good estate management
3 The insurance of the Estate Amenities against third party liabilities
and such other risks as the Landlord considers reasonable in the
interests of good estate management
4 Providing or procuring the provision of the following services to the
extent necessary or desirable for the benefit of the tenants of the
Estate and in the interests of good management:-
4.1 Lighting of the Estate Amenities
4.2 The cultivation and planting of any planted or grassed areas of the
Estate Amenities together with the maintenance repair and cultivation of
any water feature at any time within the Estate Amenities
4.3 The provision of nameboards and signs on the Estate
55
PART 3 - Discretionary Service and Heads of Charge
1 The provision of fire alarm and prevention and fire fighting equipment
and water and fire hydrants on any part of the Estate
2 The provision of such traffic control measures as the Landlord
reasonably considers to be appropriate in the interests of good estate
management
3 The maintenance and provision of suitable refuse facilities within the
Estate Amenities and the collection and removal of refuse
4 The provision of such other services or amenities for the benefit of the
tenants owners and occupiers of the Estate as the Landlord reasonably
considers to be appropriate in the interests of good estate management
PART 4 - Costs to be included within the Service Charge
1 All rates taxes and other outgoings (including electricity gas and
telephone and telecommunication charges) payable by the Landlord in
respect of the Estate
2 The expenses of complying with all statutory requirements and the
requirements of any competent authority in respect of the Estate
3 The cost of insuring against the Insured Risks such parts of the Estate
as the Landlord considers prudent and in the interests of good estate
management but excluding costs which are recoverable pursuant to
Schedule 3 hereof
4 The properly incurred expenses of preparing making and recovering any
insurance claim in respect of the Estate including the fees of any loss
adjuster and assessor and the cost of obtaining any valuation for the
purpose of assessing the value for insurance of the Estate not more than
once in every two years and provided that such expenses shall not be
recoverable pursuant to Schedule 3 hereof
56
5 The cost of taking of all steps reasonably deemed desirable or expedient
by the Landlord for complying with making representatives against or
otherwise contesting the incidence of the provision of any regulation
bye law notice legislation order or statutory requirements relating to
town planning public health highways street drainage or other matters
relating or alleged to relate to the Estate or any part of it
6 The cost of any irrecoverable value added tax charged in respect of any
of the items forming part of the Estate Services or the Service Charge
7 Any interest charges incurred on expenditure not covered by advance
payments of the Service Charge
8 The proper fees and expenses payable to managing agents contractors
surveyors valuers architects engineers accountants solicitors and other
professional persons in connection with the general management of the
Estate and or maintenance thereof and the payment of all proper fees
charges salaries expenses and commissions payable to them including the
payment of the fees and expenses incurred by the Landlord in preparing
accounts of the Service Charge for each year and having such accounts
audited by an accountant
9 The payment of a proper annual management charge in respect of the
management of the Estate and the collection of the rents and other sums
due to the Landlord but excluding costs incurred as a result of any
tenant's default
10 The cost of the supply of electricity gas oil or other fuel for the
provision of the services and for all purposes in connection with the
Estate Amenities together with the cost of reading meters and assessing
any such charges
11 The amount which the Landlord shall be called upon to pay as a
contribution towards the cost of repairing maintaining rebuilding or
cleansing any ways roads pavements structures conducting media party
walls or fences or anything which may be used by the Estate in common
with any other land near to or adjoining the same
57
12 All other costs and expenses reasonably and properly incurred in the
general maintenance and management of the Estate for the benefit of the
tenants owners and occupiers thereof from time to time and in accordance
with the principles of good estate management
58
SCHEDULE 5
PART 1 - Form of Guarantee on Assignment
1 Guarantee
1.1 The Guarantor[s] [jointly and severally] guarantee[s] to the Landlord
that the Tenant will pay the rents reserved by and perform and observe
all the Tenant's covenants in this Lease throughout the Term and the
Guarantor[s] will pay and make good to the Landlord on demand any losses
damages costs and expenses suffered or incurred by the Landlord by
reason of any failure of the Tenant to do so
1.2 This guarantee is to take effect immediately on the assignment of the
Lease to the Tenant and is to remain in force for so long as and to the
extent that the Tenant is not released by law from liability for the
Tenants covenants in the Lease
1.3 In the context of these guarantee provisions, references to the Tenant
are to the assignee only (in its capacity as Tenant) with respect to
whom the guarantee is given
2 No waiver or release of liability
The Guarantor[s] is not to be released from liability under these
provisions by reason of:-
2.1 any forbearance the granting of time or any other indulgence on the part
of the Landlord, including (but without affecting the general operation
of this paragraph 2) any granting or extension of time under or varying
the procedure set out in Schedule 2, paragraph 5; or
2.2 any variation of this Lease, whether or not made with the consent of the
Guarantor[s], and the guarantee of the Guarantor[s] in paragraph 1 is to
operate in relation to this Lease as it may be varied from time to time
59
3 Guarantor[s] to accept new lease upon disclaimer
3.1 If this Lease is determined by re-entry by the Landlord or is
effectively determined by disclaimer, the Guarantor[s] shall, if the
Landlord by notice within three months after the date of determination
so requires, take from the Landlord a lease of the Premises
3.2 The lease to be granted to the Guarantor[s] under paragraph 3.1 is to be
on the following terms:-
3.2.1 the term is to commence on the date of termination of this Lease and to
be equal to the residue of the Term which would have remained unexpired
at the date if this Lease had not then been terminated
3.2.2 the yearly rent is to be the same as would have been payable under this
Lease if it had continued and, if a rent review operative from a review
date before the grant of the lease has not been completed, the
Guarantor[s] will complete the rent review as if it had been the Tenant
under this Lease in order to establish the commencing yearly rent under
the lease
3.2.3 the lease is otherwise to be on the same terms and conditions as would
have applied under this Lease if it had continued undetermined; and
3.2.4 the Guarantor[s] [is] [are] to succeed to the rights and assume the
liability of the Tenant under this Lease as if the Lease had continued
undetermined
3.2.5 the Guarantor[s] [is] [are] to pay the Landlord's solicitors' charges
relating to the grant of the lease
3.3 If the Landlord shall not require the Guarantor to take up a lease of
the Premises pursuant to clause 3.1 the Guarantor shall nevertheless
upon demand pay to the Landlord a sum equal to the rent and all other
payments that would have been payable under this lease but for the
determination or disclaimer in respect of the period from the date
thereof until the expiry of six months from that date or until the
Premises have been relet by the Landlord (and any rent-free period has
expired)
60
whichever shall first occur
PART 2 - Criteria to be Satisfied by a Proposed Assignee
1 The proposed assignee is to be of required status, meaning that at the
time that the application for the consent of the Landlord to the
proposed assignment is made all the following criteria are met:-
1.1 Its financial standing is in the reasonable opinion of the Landlord
sufficient to enable it to perform the current and future obligations on
the part of the Tenant under this Lease and if the Tenant disputes the
Landlord's opinion then the matter shall be referred to the
determination of an independent expert
1.2.1 The release by law of the Tenant from the Tenant's covenants in this
Lease and the vesting of this Lease in the proposed assignee would not
result in a diminution in value of the reversion to this Lease:-
1.2.2 the Landlord is entitled to withhold consent to the proposed assignment
on this ground if it is, in its opinion, borne out in the circumstances,
but
1.2 the Tenant may object to the Landlord's decision and require the issue
to be submitted to an independent expert for determination
2 The proposed assignee will be of required status if it is able to
procure a surety who meets the criteria in paragraph 1 above and who
enters into a direct covenant with the Landlord in the licence to assign
in the terms set out in Part 1 of this Schedule
3 A UK Government department County Unitary District or Borough Council]
nationalised industry or public utility company to which the Tenant
proposes to assign this Lease is to be treated as being of required
status (subject to certification that the relevant body has statutory
power to enter into the assignment and undertake the obligations of the
tenant hereunder)
61
SCHEDULE 6
Specification of Hypothetical Premises
62
SCHEDULE 7
Tenant's Works
63
THE COMMON SEAL of )
GRANTA PARK LIMITED was )
affixed in the presence of:- )
Director
Secretary
64
THE COMMON SEAL of )
CAMBRIDGE ANTIBODY )
TECHNOLOGY LIMITED was )
affixed in the presence of:- )
Director
Secretary
THE COMMON SEAL of )
CAMBRIDGE ANTIBODY )
TECHNOLOGY GROUP PLC was )
affixed in the presence of:- )
Director
Secretary
65
