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EXHIBIT 10.42
[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
AGREEMENT
DATED 10TH OCTOBER, 2000
MEDEVA PHARMA LIMITED
AND
AVIRON UK LIMITED
FOR THE SALE AND PURCHASE
OF LEASEHOLD PROPERTY KNOWN AS
XXXX 0 XXXXXXXXX XXXXXXXX XXXX, XXXXXXXX, XXXXXXXXXX
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[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
TABLE OF CONTENTS
PAGE
----
1. INTERPRETATION ....................................................... 1
2. SALE ................................................................. 2
3. SUB-SALES ............................................................ 3
4. TITLE ................................................................ 3
5. COVENANTS, RIGHTS, RENTS AND LEASE OBLIGATIONS ....................... 3
6. VACANT POSSESSION .................................................... 3
7. CONDITIONAL AGREEMENT ................................................ 4
8. [***] AND GRANTS ..................................................... 5
9. TRANSFER ............................................................. 5
10. COMPLETION ........................................................... 5
11. STANDARD CONDITIONS OF SALE .......................................... 6
12. ANNOUNCEMENTS ........................................................ 7
13. [***] ................................................................ 8
14. AGREEMENTS TO BE ASSIGNED ............................................ 8
15. GENERAL .............................................................. 9
16. NOTICES .............................................................. 9
17. GOVERNING LAW AND JURISDICTION ....................................... 10
18. EXCLUSION OF THIRD PARTY RIGHTS ...................................... 10
SCHEDULES
1. Part I The Property
2. Part I The Covenants
3. Agreed form of Transfer
4. Form of Assignment of Agreements
5. The documents assigned
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THIS AGREEMENT is made on 10th October, 2000
BETWEEN:
(1) MEDEVA PHARMA LIMITED (registered number 209905) whose registered office
is at 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx XX0 0XX(xxx SELLER); and
(2) AVIRON UK LIMITED whose registered office is at Carmelite, 00 Xxxxxxxx
Xxxxxxxxxx, Xxxxxx XX0X ODX (the BUYER).
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this agreement:
"AGREED FORM OF TRANSFER" means the transfer of the Property in the form
attached to Schedule 3;
"AGREEMENTS" means the following agreements in respect of the Property:
(a) Enhancement Works Agreement dated 7th May, 1999 and made between
Intercity JIS Limited (1) Medeva Pharma Limited (2) and Medeva
Plc (3); and
(b) Agreement for Underlease dated 7th May, 1999 and made between
Intercity JIS Limited (1) Medeva Pharma Limited (2) and Medeva
Plc (3);
"AGREEMENTS GUARANTOR" means Medeva Limited (formerly known as Medeva
Plc);
"ASSIGNMENT OF AGREEMENTS" means the form of deed of assignment of
agreements attached to Schedule 4;
"BUYER'S SOLICITORS" means [***];
"BUYER'S WORKS" means the fitting-out works which the Buyer intends to
carry out at the Property following completion;
"CONSENT" means the consent of the Landlord and any Superior Landlord to
the sale of the Property to the Buyer;
"CONTRACTOR'S WARRANTY" means the warranty to be given by Xxx Xxxxxx
XxXxxxxx Management Contractors Limited;
"COVENANTS AND RIGHTS" means the covenants and rights referred to in
Schedule 2;
"DEPOSIT" means [***];
"LANDLORD" means the person entitled to the reversion immediately
expectant on the determination of the term granted by the Lease;
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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"LEASE" means the lease under which the Property is held as specified in
Schedule 1 and includes every deed varying the Lease and every licence
granted under the Lease;
"LEASE OBLIGATIONS" means the covenants by the tenant and the conditions
contained in the Lease;
"PROPERTY" means the property specified in Schedule 1;
"RENTS" means the rents (including further or additional rents) reserved
by the Lease;
"SELLER'S GUARANTOR" means the guarantor of the Seller's obligations
under the Lease;
"SELLER'S SOLICITORS" means [***];
"SUPERIOR LANDLORD" means a person entitled to the reversion (whether
immediate or not) expectant on the determination of the term granted by
a Superior Lease;
"SUPERIOR LEASE" means a lease which is superior to or concurrent with
the Lease;
"VAT" means value added tax.
1.2 In this agreement:
(a) references to a person include a body corporate and an
unincorporated association of persons;
(b) references to a natural person include his estate and personal
representatives; and
(c) subject to clause 15.2 below, references to a party to this
agreement include references to the successors or assigns
(immediate or otherwise) of that party.
1.3 Any reference, express or implied, to an enactment includes references
to:
(a) that enactment as amended, extended or applied by or under any
other enactment (before or after the signature of this
agreement);
(b) any enactment which that enactment re-enacts (with or without
modification); and
(c) any subordinate legislation made (before or after the signature
of this agreement) under that enactment, as amended, extended or
applied as described in paragraph (a) above or under any
enactment referred to in paragraph (b) above.
1.4 Sub-clauses 1.1 to 1.3 above apply unless the contrary intention
appears.
1.5 The headings in this agreement do not affect its interpretation.
2. SALE
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AMENDED.
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2.1 Subject to clause 7 below the Seller agrees to sell and the Buyer agrees
to buy the Property at the price of [***].
2.2 The Buyer agrees to pay the Deposit to [***] on the date hereof;
2.3 The Seller shall transfer the Property will full title guarantee.
2.4 The transfer shall state that it is subject to every matter subject to
which the Property is sold by virtue of this agreement.
3. SUB-SALES
The Seller shall not be obliged to transfer the Property or any part of
it to any person other than the Buyer, or at a price divided between
different parts of the Property or in more than one parcel or by more
than one transfer.
4. TITLE
4.1 Office copy entries of the Seller's title are not yet available as the
Seller's title is in course of first registration. The Seller has
applied for registration at H.M. Land Registry and the Buyer shall take
the transfer of the Property on the basis of the pending application.
4.2 The Buyer's solicitors having been provided with copies of:
(a) the documents referred to in Schedule 5; and
(b) the application for first registration submitted by Messrs [***]
to H.M. Land Registry and the acknowledgement of that
application
the Buyer shall accept that evidence as conclusive evidence of the
Seller's title to the Property and shall not raise any objection or
requisition. The Seller shall not be required to give any better title
to the Property than the Seller has received from the Landlord.
5. COVENANTS, RIGHTS, RENTS AND LEASE OBLIGATIONS
The Property is sold subject to the Covenants and Rights, the Rents and
the Lease Obligations. The Buyer shall [***] in respect of the Covenants
and Rights, the Rents or the Lease Obligations.
6. VACANT POSSESSION
The Property is sold with vacant possession on completion.
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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7. CONDITIONAL AGREEMENT
7.1 This agreement is conditional upon:
(a) the obtaining of the Consent;
(b) the agreement to be made between the Buyer and Xxxxx Vaccines
Limited (which agreement the Buyer agrees to use all reasonable
endeavours to conclude as soon as reasonably practicable after
the date hereof) relating to the transfer of certain employees
from Xxxxx Vaccines Limited to the Buyer becoming unconditional
in all respects; and
(c) the Seller obtaining an unconditional release from the Landlord
of any outstanding obligations on the part of the Seller and the
Agreements Guarantor under the Agreements.
7.2 The Buyer and the Seller will be jointly responsible for all costs and
expenses in relation to the obtaining of the Consent and the Buyer will
be responsible for giving notice of assignment of the Lease.
7.3 The Buyer shall:
(a) supply promptly to the Seller such information as may be
required by the Landlord and any Superior Landlord in connection
with the application for the Consent;
(b) comply with all requirements which, by the terms of the Lease or
any Superior Lease, the Landlord or any Superior Landlord is
entitled to impose on a prospective assignee of the Lease as a
condition of granting the Consent;
(c) if required by the Landlord or by any [***] as a condition of
granting the Consent, [***] with the Landlord to pay the Rents
and to observe and perform the Lease Obligations and with each
[***] to observe and perform the covenants on the part of the
tenant (other than the covenant to [***]) and the conditions
contained in the relevant [***] Lease; and
(d) if required by the Landlord or any [***] as a condition of
granting the Consent, provide such [***] of the Rents and
observe and perform the Lease Obligations as the Landlord may
require (including, without limitation, [***]).
7.4 The Seller shall use all reasonable endeavours to obtain as soon as
reasonably practicable a release from the Landlord of any of obligations
on the part of the Seller (and those of the Agreements Guarantor) under
the Agreements.
7.5 If the conditions set out in sub-clause 7.1 are not satisfied at the end
of [***] months commencing on the date of this agreement either party
may thereafter rescind this agreement by notice in writing to the other
whereupon the Deposit will be returned
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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immediately to the Buyer save to the extent that the Buyer is in breach
of its obligations hereunder.
7.6 On service of a notice under sub-clause 7.5 neither of the parties shall
have any further rights or obligations under this agreement except as
mentioned in sub-clause 7.7.
7.7 Clauses 1, 11, 12, 14, 15, 16 and 18 of this agreement shall remain in
full force notwithstanding service of notice under sub-clause 7.5.
Service of that notice shall not affect either party's right in
connection with any breach of this agreement by the other which may have
occurred before the notice is served.
7.8 The Buyer may [***] any of the conditions set out in sub-clauses 7.1 (a)
and/or (b) by written notice to the Seller at any time.
8. [***] AND GRANTS
8.1 The Seller and the Buyer shall each use reasonable endeavours to obtain
as soon as possible after the date of this agreement:
(a) the consent of the [***] to the [***] in respect of which the
Buyer shall:
(i) supply as soon as reasonably possible to the Seller
[***] and such other information as the Landlord may
require in connection with the application for consent
to the [***];
(ii) comply with all reasonable requirements which, by the
terms of the Lease, the Landlord is entitled to impose
on a prospective tenant of the Property as a condition
of granting its consent to the [***]; and
(iii) comply with all other reasonable requirements of the
Seller and the Landlord in relation to obtaining consent
to the [***]; and
(b) either:
(i) a transfer to the Buyer of the existing Regional
Selective Assistance Grant Agreement currently in favour
of the Seller; or
(ii) a new Regional Selective Assistance Grant in favour of
the Buyer for a sum equal to or greater than that
currently in favour of the Seller.
9. TRANSFER
The transfer to the Buyer shall be in the Agreed Form of Transfer and
shall be executed in duplicate. The original and the duplicate shall be
stamped and the duplicates denoted against the original by the Buyer's
solicitors at the expense of the Buyer. After stamping the Buyer's
solicitors shall forthwith return the duplicate to the Seller's
solicitors.
10. COMPLETION
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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10.1 The sale shall be completed at or before 2.00 pm on the Completion Date
at the offices of the Seller's solicitors or as they may require. The
Seller shall not be bound to complete otherwise than on a working day
and otherwise than between 9.30 am and 5.30 pm. Completion shall not be
delayed if registration of the Seller's title has not been completed on
the Completion Date.
10.2 In this clause the COMPLETION DATE means the third working day after
either:
(a) the last of the conditions set out in sub-clauses 7.1 is
satisfied; or
(b) the receipt by the Seller of a notice from the Buyer under
clause 7.8 subject always to the prior satisfaction of the
condition contained in clause 7.1 (c).
11. STANDARD CONDITIONS OF SALE
11.1 Subject to the variations mentioned in sub-clause 11.2, the Standard
Conditions of Sale (Third Edition) (excluding Conditions 1.1.1(a)(ii),
1.2, 1.3, 1.4, 3.2.2, 3.2.3, 4.2.3, 4.5.2, 4.5.5, 5.1.1, 5.1.2, 5.2.3,
8.1.3 and 8.3) are incorporated in this agreement so far as they:
(a) apply to a sale by private treaty;
(b) relate to leasehold property; and
(c) are not inconsistent with the other clauses of this agreement.
11.2 The Standard Conditions of Sale (Third Edition) shall be varied as
follows:
(a) add at the end of condition 2.2.1:
"or by a direct credit to a bank account nominated by the
seller's solicitor. The deposit shall be paid by a method which
gives immediately available funds";
(b) in condition 3.1.2(d) replace "except those maintained by H.M.
Land Registry or its Land Charges Department or by Companies
House" by "except, first, mortgages and, secondly, any entries
on the register maintained by H.M. Land Registry not disclosed
by office copy entries supplied before the date of the contract
by the seller or his solicitors to the buyer or his solicitors";
(c) at the end of condition 3.1.2 add new paragraphs (f) and (g) as
follows:
"(f) overriding interests as defined in Land Registration Xxx
0000 Section 70(l) or (where the title to the Property
is not registered) matters which would be overriding
interests if the title were registered other than (in
respect of those parts of the property sold with vacant
possession) those referred to in Section 70(l)(g) of
that Act;
(g) all matters disclosed or reasonably to be expected to be
disclosed by searches or as the result of enquiries,
formal or informal, and whether
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made in person, by writing or orally by or for the buyer
or which a prudent buyer ought to make";
(d) add the following at the end of condition 5.2.2(f):
"nor change its use and is to comply with all statutory
obligations relating to it";
(e) replace condition 5.2.7 by the following:
"The buyer waives the right to raise requisitions or
observations";
(f) replace condition 6.7 by the following:
"The money due on completion shall be paid by a method which
gives immediately available funds. If it is not so paid,
completion is to be treated, for the purposes only of conditions
6.3 and 7.3, as taking place on the first working day after the
date of payment when the money due on completion is immediately
available funds in the hands of the seller";
(g) condition 7.1.1 replace "or in the negotiations leading to it"
by "or in the seller's solicitors' written replies to the
buyer's solicitors' pre-contract enquiries";
(h) condition 7.3 shall be replaced by the following:
"7.3 LATE COMPLETION
7.3.1 If there is default by the buyer in performing his
obligations under the contract and completion is
delayed, the buyer is to [***] to the seller.
7.3.2 [***] is calculated at the [***] on the [***] less any
deposit paid for the period between completion date and
actual completion.
7.3.3 Any claim for loss resulting from [***] is to be reduced
by any [***] under this contract.
7.3.4 Where completion is delayed, the seller may give notice
to the buyer, [***] the date of actual completion, that
he intends to [***] from the [***] until completion as
well as [***] under condition 7.3.1
12. ANNOUNCEMENTS
12.1 No party shall make, or permit any Associate of his to make any
announcement concerning the subject matter of this agreement or any
ancillary matter before, on or after completion except as required by
law or by the rules of the London Stock Exchange or by any regulatory
body or without the written approval of the other parties, such approval
not to be unreasonably withheld or delayed.
12.2 For the purpose of this clause, a body corporate or a partnership is an
ASSOCIATE of another body corporate or partnership if:
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AMENDED.
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(a) one of them has Control of the other; or
(b) the same person or a group of the same (or substantially the
same) persons has Control of both of them.
12.3 In this clause, CONTROL means:
(a) in relation to a body corporate (Company A), the power of a
person to secure (directly or indirectly):
(i) by means of the holding of shares in or the possession
of voting power in or in relation to Company A or any
other body corporate; or
(ii) by virtue of any arrangements, including the
constitutional documents of Company A or any other body
corporate, that the affairs of Company A are conducted
in accordance with the wishes of that person; and
(b) in relation to a partnership or other unincorporated
associations, the right to a share of more than one-half of its
net assets or net income.
13. [***]
13.1 If any [***] in respect of any supply made by the Seller under or
pursuant to this agreement, the [***] shall pay the amount of that [***]
to the [***] by way of [***] on completion against issue of a [***] by
the [***].
13.2 Without limiting sub-clause 13.1 above, each amount stated as payable by
the [***] under or pursuant to this agreement is [***] and is to be
construed as a reference to that amount plus any [***] in respect of it.
13.3 For the avoidance of doubt, any [***] payable on the Deposit shall be
paid by the [***] to the [***] when the Deposit is paid.
14. AGREEMENTS TO BE ASSIGNED
14.1 On actual completion the Seller shall assign to the Buyer (so far as it
is able to do so but not further or otherwise) the collateral
warranties, guarantees, covenants and other agreements (the
"supplemental documents") (if any) detailed in Schedule 4 in the form of
the Assignment of Agreements but the Seller shall not thereby be treated
as having given any warranty or assurance that the supplemental
documents are enforceable.
14.2 As soon as reasonably possible after completion of the Contractor's
Warranty the Seller shall assign the Contractor's Warranty to the Buyer
(so far as it is able to do so but not further or otherwise) in the form
of the Assignment of Agreements (save to the extent that Schedule 2 of
the form of Assignment of Agreements is amended to refer to the
Contractor's Warranty alone) but the Seller shall not thereby be treated
as having given any warranty or assurance that the Contractor's Warranty
is enforceable.
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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15. GENERAL
15.1 Each of the obligations undertaken by any party under this agreement
(excluding any obligation fully performed at completion) shall continue
in force after completion.
15.2 The rights and obligations of the [***] under this agreement may [***].
15.3 Where the Buyer is more than one person:
(a) those persons shall be jointly and severally responsible in
respect of every obligation undertaken by them under this
agreement; and
(b) the Seller may release or compromise the liability of any of
those persons under this agreement or grant any time or other
indulgence without affecting the liability of any other of them.
15.4 This agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement, and
any party may enter into this agreement by executing a counterpart.
15.5 This agreement and the documents referred to in it contain the whole
agreement between the parties relating to the transaction contemplated
by this agreement and supersede all previous agreements between the
parties relating to this transaction.
15.6 The Buyer acknowledges that in agreeing to enter into this agreement the
Buyer has not relied on any representation, warranty, collateral
contract or other assurance except those set out in this agreement and
the documents referred to in it and the Seller's solicitors' written
replies to the Buyer's solicitors' preliminary enquiries. The Buyer
waives all rights and remedies which, but for this sub-clause, might
otherwise be available to it in respect of any such representation,
warranty, collateral contract or other assurance, but nothing in this
sub-clause shall limit or exclude any liability for fraud.
15.7 For the avoidance of doubt the Buyer shall not acquire any of the
Seller's liabilities under the Agreements pursuant to the terms of this
agreement or any ancillary documents.
16. NOTICES
16.1 Any notice or document to be served under this agreement may be
delivered or sent by post or facsimile process to the party to be served
at its address appearing in this agreement as follows:
(a) to the Seller at:
000 Xxxx Xxxx
Xxxxxx XX0 0XX
Fax No: 0000 000 0000
marked for the attention of the Company Secretary
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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and at the Seller's solicitors;
(b) to the Buyer at the Buyer's solicitors
or at such other address or facsimile number as it may have notified to
the other parties in accordance with this clause. Any notice or other
document sent by post shall be sent by prepaid first class recorded
delivery post (if within the United Kingdom) or by prepaid airmail (if
elsewhere).
16.2 Any notice or document shall be deemed to have been served:
(a) if delivered, at the time of delivery; or
(b) if posted, at 10.00 am on the second working day after it was
put into the post, if sent within the United Kingdom, or at
10.00 am (local time at the place of destination) on the fifth
working day after it was put into the post, if sent by airmail;
or
(c) if sent by facsimile process, at the end of two hours after the
time of despatch, if despatched before 3.00 pm (local time at
the place of destination) on any working day, and in any other
case at 10.00 am (local time at the place of destination) on the
next working day after the date of despatch.
16.3 In proving service of a notice or document it shall be enough to prove
that delivery was made, or that the envelope containing the notice or
document was properly addressed and posted as a prepaid first class
recorded delivery letter or that the or facsimile message was properly
addressed and despatched, as the case may be.
17. GOVERNING LAW AND JURISDICTION
17.1 This agreement is governed by and shall be construed in accordance with
English law.
17.2 The Buyer agrees for the exclusive benefit of the Seller that the
English courts are to have jurisdiction to settle any disputes which may
arise in connection with this agreement and that any proceedings arising
in connection with this agreement may be brought in those courts. The
Buyer irrevocably appoints the Buyer's solicitor as its agent for
service of process. Nothing in this clause limits any right to take
proceedings against the Buyer in any other court of competent
jurisdiction nor shall the taking of proceedings in one or more
jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
18. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this agreement may not enforce any of its
terms under the Contracts (Rights of Third Parties) Xxx 0000.
AS WITNESS the hands of the parties on the date which appears first on page 1.
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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SCHEDULE 1
THE PROPERTY
All that property known as Xxxx 0, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx
comprised in a sub-underlease dated 17th February, 2000 made between MEPC
Boulevard Limited (1), Medeva Pharma Limited (2) and Medeva plc (3) in the
course of first registration at Birkenhead District Land Registry under
reference MS429644/DFL/008
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 1-1
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SCHEDULE 2
THE COVENANTS AND RIGHTS
All matters contained or referred to in the Lease.
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 2-1
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SCHEDULE 3
AGREED FORM OF TRANSFER
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 3-1
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SCHEDULE 4
DATED ____________ 2000
MEDEVA PHARMA LIMITED
TO
AVIRON UK LIMITED
-------------------------------------
DEED OF ASSIGNMENT OF AGREEMENTS
RELATING TO
AGREEMENTS IN CONNECTION WITH PLOT 0,
XXXXXXXXX XXXXXXXX XXXX, XXXXX,
XXXXXXXX, XXXXXXXXXX
-------------------------------------
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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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DEED OF ASSIGNMENT
DATED: ________________________ 2000
PARTIES:
1. MEDEVA PHARMA LIMITED (registered number 209905) whose registered office
is at 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx XXX 0XX (the "Assignor"); and
2. AVIRON UK LIMITED whose registered office is at Carmelite, 00 Xxxxxxxx
Xxxxxxxxxx, Xxxxxx XX0X ODX (the "Assignee").
1. RECITAL
By a transfer of even date hereto the Assignor completed the sale to the
Assignee of the property briefly described in Schedule 1.
2. ASSIGNMENT
Pursuant to the sale the Assignor assigns to the Assignee so far as it
is lawfully able to do so the benefit (if any) of the document or
documents brief particulars of which are contained in Schedule 2.
IN WITNESS of which this Assignment has been executed as a deed and has been
delivered on the date which appears first above.
SCHEDULE 1
THE PROPERTY
All that property known as Xxxx 0, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxx,
Xxxxxxxxxx comprised in a sub-underlease dated 17th February, 2000 made between
MEPC Boulevard Limited (1), Medeva Pharma Limited and Medeva plc (3) in the
course of first registration at Birkenhead District Land Registry under
reference MS429644/DFL/008.
SCHEDULE 2
THE DOCUMENTS TO BE ASSIGNED
DATE DOCUMENT PARTIES
[1. *** *** ***
2. *** *** ***
3. *** *** ***
[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 4-2
18
DATE DOCUMENT PARTIES
4. *** *** ***
5. *** *** ***
6. *** *** ***
7. *** *** ***
8. *** *** ***
9. *** *** ***
10. *** *** ***]
The Common Seal of )
MEDEVA PHARMA )
LIMITED was affixed to this )
Deed in the presence of: )
-----------------------------------------
Director
-----------------------------------------
Director/Secretary
[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 4-3
19
SCHEDULE 5
THE DOCUMENTS SUPPLIED
[***.]
[***]
[***]
[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Sch. 5-1
20
Signed by XXXX XXXX XXXXX ) /s/ X. XxXxxxxxx
for the Seller in the )
presence of. )
Signed by ) /s/ Xxxx Xxxxxxx
for the Buyer in the )
presence of )
[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
