<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999.
REGISTRATION NO. 333-72077
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PEPTIDE THERAPEUTICS GROUP PLC
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant's name into English)
<TABLE>
<S> <C> <C>
ENGLAND AND WALES 2834 N/A
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
PETERHOUSE TECHNOLOGY PARK, 100 FULBOURN ROAD, CAMBRIDGE, CB1 9PT, ENGLAND
011-44-1223-275-300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
DR. JOHN BROWN
CHIEF EXECUTIVE
PEPTIDE THERAPEUTICS GROUP PLC
PETERHOUSE TECHNOLOGY PARK,
100 FULBOURN ROAD
CAMBRIDGE, CB1 9PT, ENGLAND
011-44-1223-275-300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH COPIES TO:
MICHAEL LYTTON, ESQ. JOHN M. WESTCOTT, JR. ESQ.
STANLEY KELLER, ESQ. HALE AND DORR LLP
PAUL KINSELLA, ESQ. 60 STATE STREET
PALMER & DODGE LLP BOSTON, MASSACHUSETTS 02109
ONE BEACON STREET (617) 526-6000
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the Registration Statement becomes effective and
all other conditions to the merger described in the enclosed prospectus and
proxy statement have been satisfied or waived.
------------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ Registration No. 333-72077
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 155 of the registrant's Articles of Association provides: "Subject
to the provisions of the Companies Acts but without prejudice to any indemnity
to which he may otherwise be entitled, every director, alternate director,
secretary, auditor or other officer of the Company shall be indemnified out of
the assets of the Company against all costs, charges, expenses, losses, damages
and liabilities incurred by him in or about the execution of his duties or the
exercise of his powers or otherwise in relation thereto including (without
prejudice to the generality of the foregoing) any liability incurred by him in
defending any proceedings, whether criminal or civil, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the Company in which judgment is given in his favor or in which he
is acquitted, or which are otherwise disposed of without any finding or
admission of material breach of duty on his part or in connection with any
application in which relief is granted to him by the court from liability for
negligence, default, breach of duty or breach of trust in relation to the
affairs of the Company." Pursuant to the provisions of Section 310(3) of the
Companies Act 1985 (as amended by the Companies Act 1989) the Company may
purchase and maintain insurance to indemnify any director, officer, manager or
auditor of the Company, or any company which is a member of the Group. Section
310 of the Companies Act 1985 (as amended by Section 137 of the Companies Act
1989) provides as follows:
"310. Provisions exempting officers and auditors from liability
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or
not) employed by the company as auditor from, or indemnifying him against,
any liability which by virtue of any rule of law would otherwise attach to
him in respect of any negligence, default, breach of duty or breach of trust
of which he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such provision
is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any liability
incurred by him;
(i) in defending any proceedings (whether civil or criminal) in which
judgment is given in his favor or he is acquitted, or
(ii) in connection with any application under Section 144(3) or (4)
(acquisition of shares by innocent nominee) or Section 727 (general power to
grant relief in case of honest and reasonable conduct) in which relief is
granted to him by the court."
Section 727 of the Companies Act 1985 provides as follows:
"727. Power of court to grant relief in certain cases
"(1) If in any proceedings for negligence, default, breach of duty or breach of
trust against an officer of a company or a person employed by a company as
auditor (whether he is or is not an officer of the company) it appears to
the court hearing the case that that officer or person is or may be liable
in respect of the negligence, default, breach of duty or breach of trust,
but that he has acted honestly and reasonably, and that having regard to all
the circumstances of the case (including those connected with his
appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either wholly
or partly, from his liability in such terms as it thinks fit.
II-1
<PAGE>
(2) If any such officer or person as above-mentioned has reason to apprehend
that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on the application has the same power to
relieve him as under this section it would have had if it had been a court
before which proceedings against that person for negligence, default, breach
of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge with
a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender ought in pursuance of that subsection to be
relieved either in whole or in part from the liability sought to be enforced
against him, withdraw the case in whole or in part from the jury and
forthwith direct judgment to be entered for the defendant or defender on
such terms as to costs or otherwise as the judge may think proper."
These indemnification provisions may be sufficiently broad to permit
indemnification of the registrant's executive officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").
The registrant, with approval of the registrant's Board of Directors,
maintains director and officer liability insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS.
(A) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Restated Agreement and Plan of Acquisition, dated as of November 10, 1998, among Peptide Therapeutics
Group plc, Peach Acquisition Corp. and OraVax, Inc. (attached as Annex A to the Prospectus/Proxy
Statement included in this Registration Statement).
2.2 Amendment No. 1 to Restated Agreement and Plan of Acquisition dated January 8, 1999, among Peptide
Therapeutics Group plc, Peach Acquisition Corp. and OraVax, Inc.*
2.3 Amendment No. 2 to the Restated Agreement Plan of Acquisition dated January 28, 1999, among Peptide
Therapeutics Group plc, Peach Acquisition Corp. and OraVax, Inc. (Incorporated herein by reference to
Amendment No. 2 to Schedule 13D filed on January 28, 1999 by Peptide Therapeutics Group plc).
3.1 Memorandum and Articles of Association of Peptide Therapeutics Group plc.*
5.1 Opinion of Weil, Gotshal & Manges LLP with respect to the legality of the securities registered hereby.
10.1 Collaboration Agreement between Peptide Therapeutics Limited and Eli Lilly and Company dated November 4,
1998.+*
10.2 Option Agreement between Peptide Therapeutics Limited and the joint ventures between OraVax, Inc. and
Pasteur Merieux Serums et Vaccins known as Pasteur Merieux OraVax S.N.C. and OraVax Merieux Co. dated
April 27, 1998.+*
10.3 Collaboration Agreement between Peptide Therapeutics Limited and Peptimmune, Inc. dated March 13.
1998.+*
10.4 Collaborative Research and Option Agreement between Peptide Therapeutics Limited and Pfizer, Inc. dated
December 22, 1997.+*
10.5 Research and Development and License Agreement between Peptide Therapeutics Limited and SmithKline
Beecham plc dated February 7, 1997.+*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.6 Sales Agreement between Peptide Therapeutics Limited, Peptide Therapeutics Group plc, Evans Medical
Limited and Medeva plc dated January 30, 1997.+*
10.7 Assignment and Variation Agreement between Peptide Therapeutics Limited, the University of Maryland at
Baltimore and Medeva plc dated September 10, 1997.+*
10.8 Collaboration Agreement between Peptide Therapeutics Limited and Novartis Pharma AG dated November 1,
1998.+*
10.9 Amendment No. 1 to Research and Development and License Agreement between Peptide Therapeutics Limited
and SmithKline Beecham plc dated November 25, 1998.*
10.10 Overview Agreement between Peptide Therapeutics Limited and Pasteur Merieux Serums et Vaccins S.A. dated
January 25, 1999.+*
10.11 Standstill Agreement between Peptide Therapeutics Group plc and Pasteur Merieux Serums et Vaccins S.A.
dated January 25, 1999. (Incorporated herein by reference to Amendment No. 2 to Schedule 13D filed on
January 28, 1999 by Peptide Therapeutics Group plc.)
10.12 Lease Agreement between The Master Fellows and Scholars of Trinity College Cambridge and Peptide
Therapeutics Group plc dated May 24, 1996 with respect to Unit 329 Phase V Cambridge Science Park,
Milton Road, Cambridge, England.*
10.13 Lease Agreement among The Master Fellows and Scholars of Trinity College, Chefaro Proprietaries Limited
and NED-INT Holdings Limited dated March 29, 1994 with respect to Unit 327 Phase V Cambridge Science
Park, Milton Road, Cambridge, England.*
10.14 Lease Agreement between The Master Fellows and Scholars of Trinity College Cambridge and IBRD Europe,
Inc. dated April 29, 1993 with respect to Unit 324 Phase 5 Cambridge Science Park, Milton Road,
Cambridge, England.*
10.15 Lease Agreement between the Master Fellows and Scholars of Trinity College Cambridge and IBRD Europe,
Inc. dated November 26, 1992 with respect to Unit 321 Phase 5 Cambridge Science Park, Milton Road,
Cambridge, England.*
10.16 Director's Service Agreement between Peptide Therapeutics Group plc and Nicolas Higgins dated November
29, 1996, as amended September 18, 1998.*
10.17 Director's Service Agreement between Peptide Therapeutics Group plc and Gordon Cameron dated March 1,
1997, as amended September 18, 1998.*
10.18 Director's Service Agreement between Peptide Therapeutics plc and John Brown dated March 1, 1997.*
10.19 Letter of Appointment between Peptide Therapeutics Group plc and Alan Dalby dated March 25, 1998.*
10.20 Letter of Appointment between Peptide Therapeutics Group plc and Alan Smith dated January 8, 1998, as
amended April 30, 1998.*
10.21 Letter of Appointment between Peptide Therapeutics Group plc and Sir Brian Richards dated March 1, 1997,
as amended May 1, 1998.*
10.22 Letter of Appointment between Peptide Therapeutics Group plc and Alan Goodman dated July 14, 1998.*
10.23 Peptide Therapeutics Group plc 1994 Unapproved Share Option Scheme.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.24 Peptide Therapeutics Group plc 1995 Savings--Related Share Option Scheme.*
10.25 Peptide Therapeutics Group plc 1995 Unapproved Share Option Scheme.*
10.26 Peptide Therapeutics Group plc 1996 Approved Share Option Scheme.*
10.27 Peptide Therapeutics Group plc Share Incentive Plan.*
10.28 Underlease between Coal Pension Properties Limited and Peptide Therapeutics Group plc dated December 16,
1998.
21.1 Subsidiaries of Peptide Therapeutics Group plc.*
23.1 Consent of Weil, Gotshal & Manges (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen, independent auditors.*
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.4 Consent of Lance Gordon to serve as a director.*
23.5 Consent of Hambrecht & Quist LLP.*
24.1 Powers of Attorney.*
99.1 Form of proxy to be mailed to stockholders of OraVax, Inc.*
</TABLE>
- ------------------------
* Previously filed.
+ Confidential treatment has been granted for the deleted portions of Exhibits
10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.10.
(B) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
(C) FAIRNESS OPINION.
Included in Part I as Annex B to the Prospectus/Proxy Statement contained in
this Registration Statement. Form of opinion of Hambrecht & Quist (attached as
Annex B to the included in this Registration Statement).
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
II-4
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) To file a post-effective amendment to the registration statement to include
any financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)3 of the Act
need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements.
(b) The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the registrant undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(c) The undersigned registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (a)(1) immediately proceeding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means and
(ii) to arrange or provide for a facility in the U.S. for the purpose of
responding to such requests. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(f) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions discussed in Item 20 hereof, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
II-5
<PAGE>
controlling person in connection with the securities being registered
hereby, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, England, on
April 14, 1999.
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ JOHN R. BROWN
-----------------------------------------
John R. Brown
Chief Executive
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ JOHN R. BROWN
- ------------------------------ Chief Executive (Principal April 14, 1999
John R. Brown Executive Officer)
Finance Director
* (Principal Financial
- ------------------------------ Officer and Chief April 14, 1999
Gordon B. Cameron Accounting Officer)
*
- ------------------------------ Non-Executive Chairman April 14, 1999
Alan G. Goodman
*
- ------------------------------ Commercial Director April 14, 1999
Nicolas Higgins
*
- ------------------------------ Non-Executive Director April 14, 1999
Alan Dalby
*
- ------------------------------ Non-Executive Director April 14, 1999
Sir Brian Richards
*
- ------------------------------ Non-Executive Director April 14, 1999
Alan Smith
*
- ------------------------------ Authorized U.S. April 14, 1999
Alan Dalby Representative
<TABLE>
<S> <C> <C> <C>
*By: /s/ JOHN R. BROWN
-------------------------
John R. Brown
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Restated Agreement and Plan of Acquisition, dated as of November 10, 1998, among Peptide Therapeutics
Group plc, Peach Acquisition Corp. and OraVax, Inc. (attached as Annex A to the Prospectus/Proxy
Statement included in this Registration Statement).
2.2 Amendment No. 1 to Restated Agreement and Plan of Acquisition dated January 8, 1999, among Peptide
Therapeutics Group plc, Peach Acquisition Corp. and OraVax, Inc.*
2.3 Amendment No. 2 to Restated Agreement and Plan of Acquisition dated January 28, 1999, among Peptide
Therapeutics Group plc, Peach Acquisition Corp. and OraVax, Inc. (Incorporated herein by reference to
Amendment No. 2 to Schedule 13D filed on January 28, 1999 by Peptide Therapeutics Group plc.)
3.1 Memorandum and Articles of Association of Peptide Therapeutics Group plc.*
5.1 Opinion of Weil, Gotshal & Manges LLP with respect to the legality of the securities registered hereby.
10.1 Collaboration Agreement between Peptide Therapeutics Limited and Eli Lilly and Company dated November 4,
1998.+*
10.2 Option Agreement between Peptide Therapeutics Limited and the joint ventures between OraVax, Inc. and
Pasteur Merieux Serums et Vaccins known as Pasteur Merieux OraVax S.N.C. and OraVax Merieux Co. dated
April 27, 1998.+*
10.3 Collaboration Agreement between Peptide Therapeutics Limited and Peptimmune, Inc. dated March 13.
1998.+*
10.4 Collaborative Research and Option Agreement between Peptide Therapeutics Limited and Pfizer, Inc. dated
December 22, 1997.+*
10.5 Research and Development and License Agreement between Peptide Therapeutics Limited and SmithKline
Beecham plc dated February 7, 1997.+*
10.6 Sales Agreement between Peptide Therapeutics Limited, Peptide Therapeutics Group plc, Evans Medical
Limited and Medeva plc dated January 30, 1997.+*
10.7 Assignment and Variation Agreement between Peptide Therapeutics Limited, the University of Maryland at
Baltimore and Medeva plc dated September 10, 1997.+*
10.8 Collaboration Agreement between Peptide Therapeutics Limited and Novartis Pharma AG dated November 1,
1998.+*
10.9 Amendment No. 1 to Research and Development and License Agreement between Peptide Therapeutics Limited
and SmithKline Beecham plc dated November 25, 1998.*
10.10 Overview Agreement between Peptide Therapeutics Limited and Pasteur Merieux Serums et Vaccins S.A. dated
January 25, 1999.+*
10.11 Standstill Agreement between Peptide Therapeutics Group plc and Pasteur Merieux Serums et Vaccins S.A.
dated January 25, 1999. (Incorporated herein by reference to Amendment No. 2 to Schedule 13D filed on
January 28, 1999 by Peptide Therapeutics Group plc.)
10.12 Lease Agreement between The Master Fellows and Scholars of Trinity College Cambridge and Peptide
Therapeutics Group plc dated May 24, 1996 with respect to Unit 329 Phase V Cambridge Science Park,
Milton Road, Cambridge, England.*
10.13 Lease Agreement among The Master Fellows and Scholars of Trinity College, Chefaro Proprietaries Limited
and NED-INT Holdings Limited dated March 29, 1994 with respect to Unit 327 Phase V Cambridge Science
Park, Milton Road, Cambridge, England.*
10.14 Lease Agreement between The Master Fellows and Scholars of Trinity College Cambridge and IBRD Europe,
Inc. dated April 29, 1993 with respect to Unit 324 Phase 5 Cambridge Science Park, Milton Road,
Cambridge, England.*
10.15 Lease Agreement between the Master Fellows and Scholars of Trinity College Cambridge and IBRD Europe,
Inc. dated November 26, 1992 with respect to Unit 321 Phase 5 Cambridge Science Park, Milton Road,
Cambridge, England.*
10.16 Director's Service Agreement between Peptide Therapeutics Group plc and Nicolas Higgins dated November
29, 1996, as amended September 18, 1998.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.17 Director's Service Agreement between Peptide Therapeutics Group plc and Gordon Cameron dated March 1,
1997, as amended September 18, 1998.*
10.18 Director's Service Agreement between Peptide Therapeutics plc and John Brown dated March 1, 1997.*
10.19 Letter of Appointment between Peptide Therapeutics Group plc and Alan Dalby dated March 25, 1998.*
10.20 Letter of Appointment between Peptide Therapeutics Group plc and Alan Smith dated January 8, 1998, as
amended April 30, 1998.*
10.21 Letter of Appointment between Peptide Therapeutics Group plc and Sir Brian Richards dated March 1, 1997,
as amended May 1, 1998.*
10.22 Letter of Appointment between Peptide Therapeutics Group plc and Alan Goodman dated July 14, 1998.*
10.23 Peptide Therapeutics Group plc 1994 Unapproved Share Option Scheme.*
10.24 Peptide Therapeutics Group plc 1995 Savings-Related Share Option Scheme.*
10.25 Peptide Therapeutics Group plc 1995 Unapproved Share Option Scheme.*
10.26 Peptide Therapeutics Group plc 1996 Approved Share Option Scheme.*
10.27 Peptide Therapeutics Group plc Share Incentive Plan.*
10.28 Underlease between Coal Pension Properties Limited and Peptide Therapeutics Group plc dated December 16,
1998.
21.1 Subsidiaries of Peptide.*
23.1 Consent of Weil, Gotshal & Manges (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen, independent auditors.*
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.4 Consent of Lance Gordon to serve as a director.*
23.5 Consent of Hambrecht & Quist LLP.*
24.1 Powers of Attorney.*
99.1 Form of proxy to be mailed to stockholders of OraVax, Inc.*
</TABLE>
- ------------------------
* Previously filed.
+ Confidential treatment has been granted for the deleted portions of Exhibits
10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.10.
<PAGE>
EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LEGAL OPINION
[Weil, Gotshal & Manges Letterhead]
April, 1999
Peptide Therapeutics Group plc
Peterhouse Technology Park
100 Fulbourn Road
Cambridge, CB1 9PT
ENGLAND
Dear Sirs:
You have requested our opinion with respect to certain matters of English law in
connection with the Registration Statement on Form F-4 ("the Registration
Statement") to be filed by Peptide Therapeutics Group plc ("Peptide") with the
Securities and Exchange Commission, in connection with the registration under
the Securities Act of 1933, as amended, of up to 11,409,000 Ordinary Shares of
10p each in Peptide ("the Shares"). The Shares are to be issued for outstanding
shares of OraVax, Inc. ("OraVax") common stock as described in the Registration
Statement and pursuant to the Agreement and Plan of Acquisition by and among
OraVax, Peptide and Peach Acquisition Corp. ("the Agreement") filed as an
exhibit thereto. As your UK legal Counsel, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken in connection
with the issue of the Shares.
It is our opinion that, upon completion of the proceedings being taken or to be
taken prior to issue of the Shares, and upon completion of the proceedings being
taken in order to permit such transactions to be carried out in accordance with
the securities laws of the United States and the various states in the United
States and in the United Kingdom, where required, the Shares when issued in the
manner referred to in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this Opinion as an exhibit to the Registration
Statement. We also consent to all references to us in the Registration
Statement, including the Prospectus/ Proxy Statement constituting a part thereof
and any amendments thereto which have been approved by us.
Yours truly,
/s/ Weil, Gotshal & Manges
<PAGE>
EXHIBIT 10.28
DATED: 16 DECEMBER 1998
COAL PENSION PROPERTIES LIMITED (1)
PEPTIDE THERAPEUTICS GROUP PLC (2)
---------------
UNDERLEASE
of Plot 200
Peterhouse Technology Park
Fulbourn Road
Cherry Hinton, Cambridge
---------------
TERM COMMENCES:
FOR YEARS: 25
TERM EXPIRES:
Le Brasseur J Tickle
Drury House
34-43 Russell Street
London
WC2B 5HA
Tel : 0171 240 5797
Ref : pjg/leases/PeptideCoal
<PAGE>
THIS UNDERLEASE dated 16 December 1998
PARTICULARS
The Landlord: COAL PENSION PROPERTIES LIMITED whose registered office is
at 33 Cavendish Square London W1A 2NF
Company Regn No: 465783
The Tenant: PEPTIDE THERAPEUTICS GROUP PLC whose registered office is
at 321 Cambridge Science Park Milton Road Cambridge CB4 4WG
Company Regn No: 2863682
The Plan: The Plan annexed hereto
The Premises: ALL THOSE PREMISES together with the building thereon
situate at and known as Plot 200 Peterhouse Technology
Park Fulbourn Road Cambridge shown for the purpose of
identification only edged in red on the Plan
The Estate: The Peterhouse Technology Park shown edged in green on the
Plan (but excluding the Premises)
The Estate Road: The roadway shown coloured brown on the Plan
The Term: 25 years from and including the
Initial Rent: (pound)520,170.00 per annum
Review Dates: The fifth tenth fifteenth and twentieth anniversaries of
the commencement of the Term
Interest Rate: Four per centum per annum above the base lending rate of
Barclays Bank plc from time to time or such other UK bank
as may be nominated from time to time by the Landlord
Permitted User Use for any purpose falling within Class B1 of the Schedule
to the Town and Country Planning (Use Classes) Order 1987
or such other use as shall first be approved by the
Landlord such approval not to be unreasonably withheld or
delayed
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Superior Landlord: The person for the time being entitled to the reversion
immediately expectant upon the determination of the term
demised by the Superior Lease
Superior Lease: The lease dated the 12th day of March 1998 made between
The Churchmanor Estates Company plc (1) and the Landlord
(2)
WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
IN these Presents
1.1 The terms defined in this sub-clause and in the Particulars shall for
all the purposes hereof have the meanings specified
1.1.1 "Acceptable Group Company" where the Tenant's obligations
under this Lease are guaranteed by a Group Company of the
Tenant (the "Group Guarantor"), "Acceptable Group Company"
means another Group Company of the Tenant which, in the
reasonable opinion of the Landlord, is of financial
standing equivalent to, or greater than, that of the Group
Guarantor; or where the Tenant's obligations under this
Lease are not guaranteed by a Group Company of the Tenant,
"Acceptable Group Company" means a Group Company of the
Tenant which, in the reasonable opinion of the Landlord,
is of financial standing equivalent to, or greater than,
that of the Tenant;
1.1.2 "the Full Cost of Reinstatement" means the costs
(including costs of shoring up demolition and site
clearance architects' surveyors' and other professional
fees and incidental expenses and Value Added Tax where
applicable) which would be likely to be incurred in
reinstating the Premises in accordance with the
requirements of these Presents at the time when such
reinstatement is likely to take place having regard to all
relevant factors including any increases in building costs
which might be expected to arise at any time up to the
date upon which the Premises shall be fully rebuilt or
reinstated
1.1.3 "Deed of Guarantee" means a Deed of Guarantee in respect
of the obligations of an assignee of the Premises
containing the terms set out in the Ninth Schedule with
the appropriate changes or such other terms as the
Landlord may from time to time reasonably determine.
1.1.4 "Group Company" means a company that is a member of the
same group as the Landlord or the Tenant (as the case may
require) within the meaning of S42 Landlord and Tenant Act
1954 in the form of that section as it exists at
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the date of this Lease;
1.15 "the Insurers" means such reputable Insurance Company or
underwriters as the Landlord may from time to time
nominate
1.1.6 "the Insurance Rent" means the rent payable by the Tenant
in the manner set out in paragraph 2 of the Seventh
Schedule
1.1.7 "the Insured Risks" means (subject to the same being
generally available in the U.K. insurance market with
reputable insurers) risks in respect of loss or damage by
fire lightning earthquake explosion aircraft (other than
hostile aircraft) and other aerial devices or articles
dropped therefrom riot and civil commotion and malicious
damage storm or tempest flooding bursting or overflowing
of water tanks apparatus or pipes flood impact by road
vehicles property owner's and third party risks in
relation thereto and such other insurable risks or
insurance as may from time to time be reasonably required
by the Landlord and "Insured Risk" shall be construed
accordingly
1.1.8 "the Loss of Rent" means the loss of the Rent and
applicable Value Added Tax for such period (not being less
than three years) as may be reasonably required by the
Landlord from time to time having regard to the likely
period required for reinstatement (in the event of both
partial and total destruction of the Premises) in an
amount which would take into account the Landlord's
estimate of the potential increases in the Rent in
accordance with the rent review hereinafter contained
1.1.9 "the Perpetuity Period" means the period of eighty years
commencing on the date of the Superior Lease or such
longer period of the law may permit
1.1.10 "the Planning Acts" means the Town and Country Planning
Act 1990 the Planning (Hazardous Substances) Act 1990 the
Planning (Listed Buildings and Conservation Areas) Act
1990 the Planning (Consequential Provisions) Act 1990 and
all other Acts re-enacting or amending the same and all
subordinate legislation made under the Planning Acts
1.1.11 "Rent" means the Initial Rent or the rent ascertained in
accordance with the Sixth Schedule and such term does not
include the Insurance Rent but the term rents includes the
Rent the Insurance Rent and any other sums reserved as
rent by this lease
1.1.12 "Service Channels" means all such flues sewers drains
ditches pipes wires watercourses cables channels ducts and
other conductors of services and plumbing and ventilating
equipment and motors appurtenant thereto as are
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now existing or which may be constructed or laid within
the Perpetuity Period
1.1.13 "Specified Fixtures and Fittings" means those fixtures and
fittings listed in the Thirteenth Schedule including where
appropriate replacements for such fixtures and fittings
1.2 unless the context otherwise requires
1.2.1 where there are two or more persons included at any time
in the expression "the Tenant" covenants contained in
these Presents which are expressed to be made by the
Tenant shall be deemed to be made by such persons jointly
and severally
1.2.2 any reference to an Act of Parliament or statute except
references to the Town and Country Planning (Use Classes)
Order 1987 shall include any modification extension or
re-enactment thereof for the time being in force and shall
also include all instruments orders plans regulations
permissions and directions for the time being made issued
or given thereunder or deriving validity therefrom
1.2.3 every obligation on the part of the Tenant in these
Presents not to do or to refrain from doing specified acts
or things shall include an obligation not to permit or
suffer the same to be done
1.2.4 the Landlord shall include the person for the time being
entitled to the reversion immediately expectant on the
determination of the Term
1.2.5 the Tenant shall include its successors in title and
permitted assigns and in the case of an individual shall
include his personal representatives
1.2.6 For all the purposes of these Presents the Term shall be
calculated from the date specified in the Particulars
1.2.7 the expression "these Presents" shall include this Lease
(including the Schedules) and any document which is
supplemental hereto or which is expressed to be collateral
herewith or which is entered into pursuant to or in
accordance with the terms hereof
1.2.8 the Premises shall include each and every part thereof
together with the appurtenances thereto belonging
including the Specified Fixtures and Fittings and together
also with any buildings and each and every part thereof
now or hereafter erected or in the course of erection
thereon or on any part thereof together with all additions
alterations and improvements thereto which may be
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carried out during the Term or during any period of
occupation immediately before the start of the Term under
a licence or agreement for lease
1.2.9 the expression "Value Added Tax" shall include any
equivalent tax or duty from time to time replacing or
supplementing the same
1.2.10 In any case in which the consent or approval of the
Landlord is required under this Lease the giving of such
consent may be given conditionally upon the consent of the
Superior Landlord being obtained so far as may be required
under the terms of the Superior Lease and the Landlord
shall at the request and cost of the Tenant use reasonable
endeavours to obtain such consents or approvals whenever
they may be required as soon as possible
1.2.11 the rights reserved by the Second Schedule are also
reserved to the Superior Landlord
1.2.12 references to any right (or covenant to permit) the
Landlord to enter the Premises shall extend to the
Superior Landlord and to anyone authorised by the Superior
Landlord or otherwise entitled where authorised to do so
by the Superior Lease
1.2.13 the singular shall include the plural and one gender shall
include another
1.3 References to Schedules in this Lease are to the Schedules hereto and
references to clauses and paragraphs are to clauses and paragraphs in
this Lease
1.4 The headings to clauses and other parts of these Presents shall not
affect the construction of these Presents
1.5 This instrument
1.5.1 is executed as a deed and by its execution the parties
authorise their solicitors to deliver it for them when it
is dated
1.5.2 was delivered when it was dated
1.6 This lease is a new tenancy for the purposes of the Landlord and
Tenant (Covenants) Act 1995
2. DEMISE AND REDDENDUM
IN consideration of the covenants and conditions hereinafter contained the
Landlord HEREBY DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH the
easements and
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other rights contained or referred to in the First Schedule EXCEPT AND RESERVING
as mentioned in the Second Schedule TO HOLD the same unto the Tenant for the
Term SUBJECT to all easements rights and privileges (if any) enjoyed by any
adjoining or neighbouring lands and in particular (but without prejudice to the
generality of the foregoing) to the provisions as are contained in the documents
specified in the Eighth Schedule YIELDING AND PAYING therefor during the Term
2.1 the Rent by equal quarterly payments in advance on the usual quarter
days in every year (by banker's standing order or direct debit if the
Landlord shall so require) and proportionately for any period less
than a year and
2.2 the Insurance Rent and
2.3 the Service Charge in accordance with the terms of the Tenth Schedule
and
3. TENANT'S COVENANTS
THE Tenant HEREBY COVENANTS with the Landlord to observe and perform the
provisions of the Third Schedule and the obligations on the part of the Tenant
contained in the Seventh and Tenth Schedules or otherwise arising by virtue of
these Presents
4. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant to observe and perform the
provisions of the Fourth Schedule and the obligations on the part of the
Landlord contained in the Seventh and Eleventh Schedules or otherwise arising by
virtue of these Presents
5. PROVISOS
PROVIDED ALWAYS and it is agreed and declared as set out in the Fifth Schedule
IN WITNESS whereof the Landlord the Tenant and the Surety have caused their
respective common seals to be hereunto affixed the day and year first above
written
THE FIRST SCHEDULE
(Rights Granted)
1. RIGHTS OF WAY
A right of way at all times with or without vehicles over and along
the Estate Road for purposes of access to and egress from the Premises
2. RIGHTS TO SERVICES
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The right to the free passage and running of water sewerage gas
electricity and other services or supplies to and from the Premises in
and through the Service Channels in under or through the Estate and
the right during the Perpetuity Period to lay such further services
under or through the Estate Road as the Tenant shall require and to
make connection with such Service Channels or any of them for the
purpose of exercising the said rights and all such rights of access
for the Tenant and its employees and all persons from time to time
authorised by the Tenant as may from time to time be reasonably
required for the purpose of inspecting cleaning repairing maintaining
and renewing such Service Channels but the enjoyment of such rights
shall be subject to the Tenant or other the person or persons
exercising the same or having the benefit thereof being liable to make
good all damage to the Estate thereby occasioned with reasonable
dispatch
3. RIGHT TO SUPPORT
The right of support and shelter and all other rights and privileges
in the nature of easements and quasi-easements now enjoyed from all
other parts of the Estate.
4. RIGHT TO DISPLAY NAME
The right to display the name of the Tenant or its business on the
name board situated at or near to the entrance to the Estate.
THE SECOND SCHEDULE
(Rights Excepted and Reserved)
1. RIGHT OF ENTRY
The right to enter upon the Premises for all or any of the purposes
mentioned in these Presents
2. RIGHT TO SERVICES
The right to the free passage and running of water sewerage gas
electricity and other services or supplies through the Service
Channels in under or through the Premises and to make connection with
such Service Channels or any of them for the purpose of exercising the
said rights and all such rights of access for the Landlord Superior
Landlord and their employees and all persons from time to time
authorised by them as may from time to time be reasonably required for
the purpose of inspecting cleaning repairing maintaining and renewing
such Service Channels but the enjoyment of such rights shall be
subject to the Landlord Superior Landlord or other the person or
persons exercising the same or having the benefit thereof being liable
to make good all damage to the Premises thereby occasioned with
reasonable dispatch.
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3. RIGHTS TO DEAL WITH REMAINDER OF THE ESTATE
Notwithstanding anything herein contained the Landlord and all persons
authorised by the Landlord shall have power without obtaining any
consent from or making any compensation to the Tenant to deal as the
Landlord may think fit with the remainder of the Estate and to erect
thereon or on any part thereof any building whatsoever and to make any
repairs alterations or additions and carry out any demolition or
rebuilding whatsoever (whether or not affecting the light or air to
the Premises) which the Landlord may think fit or desire to do
PROVIDED THAT the Landlord in so doing will not in any way derogate
from its grant or otherwise materially prejudice the Tenant's use of
the Premises
4. SUPERIOR LEASE
The exceptions and reservations contained or referred to in the
Superior Lease
THE THIRD SCHEDULE
(Tenant's Covenants)
1. PAY RENTS AND INTEREST
1.1 To pay the rents without deduction set-off or counterclaim
at the times and in the manner aforesaid
1.2 Save as provided in paragraph 6 of the Sixth Schedule and
without prejudice to any other right remedy or power
herein contained or otherwise available to the Landlord if
any rents shall have become due but shall remain unpaid to
pay on demand to the Landlord interest thereon at the
Interest Rate from the date when the same became due and
until payment thereof (as well after as before any
judgment)
2. PAY OUTGOINGS
2.1 To bear pay and discharge all existing and future rates taxes duties
charges assessments impositions and outgoings of whatever kind payable
to any authority whatsoever (whether or not of a capital or
non-recurring nature) which now are or may at any time hereafter
during the Term be charged levied assessed or imposed upon the
Premises or upon the owner or occupier in respect thereof (excluding
any payable by the Landlord attributable to any disposition of or
dealing with or ownership of the reversion to this Lease)
2.2 To pay for all gas water electricity and any other utility service
consumed at the Premises and all charges in respect of any telephone
installed therein (including costs of calls)
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3. REPAIR
To keep the Premises and each and every part thereof in good and substantial
repair and condition and as often as may be necessary to renew any landlord's
fixtures and fittings and Specified Fixtures and Fittings in the Premises or
substitute new ones of equivalent quality and value to the reasonable
satisfaction of the Landlord (damage by any Insured Risk excepted unless the
insurance moneys shall be wholly or partly irrecoverable by reason of the act or
default of the Tenant or its servants or agents invitees or licensees)
4. DECORATION AND CLEANSING
4.1 In every third year of the Term as to the exterior of the Premises and
in every fifth year of the Term as to the interior of the Premises and
also in both cases in the last six months of the Term (whether
determined by effluxion of time or otherwise) but not more than once
in any consecutive 18 month period in a proper and workmanlike manner
to prepare and paint (with two coats at least of good quality paint)
decorate or otherwise treat as appropriate all parts of the Premises
which require to be decorated or treated such paintings and
decorations in the last six months of the Term to be carried out in
such colours and with such materials as the Landlord may reasonably
require
4.2 To keep the Premises clean and tidy and in particular to keep the
landscaped areas and those areas not built upon properly cultivated
and free of weeds and to clean the inside and outside of the windows
at least once in each month
4.3 To keep the roadways walkways parking spaces and service yard which
form part of the Premises properly surfaced and maintained and free of
all rubbish
4.4 As often as the Tenant shall consider necessary but in at least every
tenth year of the Term to clean the external stonework or other
cladding of the building or buildings forming part of the Premises
5. PERMIT ENTRY
To permit the Landlord and its agents and all persons authorised by it at all
reasonable times with or without workmen and equipment on giving reasonable
prior written notice (except in emergency) to the Tenant to enter into and upon
the Premises to view the state of repair and condition thereof and to take a
schedule of the Landlord's fixtures and fittings and of any dilapidations and to
exercise the rights herein excepted and reserved or for any other reasonable
purpose connected with the Landlord's interest in the Premises or the disposal
or charging thereof PROVIDED THAT in exercising the foregoing rights of entry
the Landlord shall cause as little interference and damage as possible to the
Tenant or other lawful occupier of the Premises and the plant and fixtures
fittings or any of them and any damage so caused to the Premises shall as soon
as reasonably possible be made good by the Landlord to the reasonable
satisfaction of the Tenant
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or such other occupier
6. COMPLY WITH NOTICES TO REPAIR
As soon as reasonably practicable after notice in writing shall be given to or
left on the Premises for the Tenant by the Landlord to commence and as
expeditiously as reasonably practicable complete the repair and making good in a
proper and workmanlike manner of all defects and wants of reparation repair
decoration or renewal for which the Tenant is liable hereunder and if the Tenant
shall fail within two months thereafter so to commence or fail to complete the
work required within a reasonable time it shall be lawful (but not obligatory)
for the Landlord (without prejudice to the right of re-entry hereinafter
contained) to enter upon the Premises to make good the same at the reasonable
cost of the Tenant which cost (including all solicitors' and surveyors' charges
and other expenses which may be properly and reasonably incurred by the Landlord
in connection therewith) shall be a debt due to the Landlord and repaid by the
Tenant to the Landlord within seven days of demand
7. DEFECTS
Forthwith upon becoming aware of the same to give notice to the Landlord of any
defects or items requiring repair in the Premises which may give rise to a duty
at common law or imposed by statute on the part of the Landlord in favour of the
Tenant or any other person and to display and maintain all notices (including
the wording thereof) which the Landlord may from time to time display or require
to be displayed upon the Premises pursuant to the Defective Premises Act 1972
8. YIELDING UP
8.1 Immediately prior to the expiration or sooner determination of the
Term at the cost of the Tenant:-
8.1.1 to replace any landlord's fixtures and fittings which
shall be missing broken damaged or destroyed with others
of a similar character and quality;
8.1.2 to remove every moulding sign writing or painting of the
name or business of the Tenant or other occupiers from the
Premises and every other notice which the Landlord shall
require to be removed by notice in writing and (unless the
Landlord shall otherwise agree) to remove all tenant's
fixtures and fittings (other than the Specified Fixtures
and Fittings) furniture and effects from the Premises
making good to the reasonable satisfaction of the Landlord
all damage caused to the Premises by any such removal; and
8.1.3 If so requested by the Landlord in writing to remove and
make good all alterations or additions made to the
Premises (other than the Specified Fixtures and Fittings)
at any time during the Term and well and substantially to
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reinstate the Premises in such manner as the Landlord
shall reasonably direct and to its reasonable
satisfaction.
8.2 At the expiration or sooner determination of the Term (howsoever the
same be determined) quietly to yield up to the Landlord the Premises
in such repair and condition as shall be consistent with the
performance of the covenants on the part of the Tenant contained in
these Presents together with all Landlord's fixtures and fittings and
the Specified Fixtures and Fittings and any other improvements and
additions which now are or may at any time hereafter be in or about
the Premises
9. DISPOSAL OF REFUSE AND TIDINESS
Not to deposit on any part of the Premises any rubbish or refuse of any kind
other than in proper receptacles and to ensure that such receptacles are
regularly emptied and not to burn any rubbish or refuse on the Premises except
in proper receptacles
10. DELETERIOUS SUBSTANCES
10.1 Not to keep on the Premises any material or liquid which is or is
likely to become of a dangerous corrosive combustible explosive
radio-active volatile unstable or offensive nature or which might in
any way injure by percolation corrosion or otherwise the Premises or
the sewers and drains serving the Premises or the keeping or use of
which may contravene any statute order regulation or bye-law provided
that the Tenant will not be in breach of this covenant where it has
complied with all relevant statutes and takes all reasonable
precautions.
10.2 Not to knowingly stop up or obstruct in any way or permit oil or
grease or other deleterious liquid substance or matter to enter by any
means the service media serving the Premises or any adjoining or
neighbouring premises and in the event of such obstruction or damage
so caused forthwith to remedy the same and make good all damage to the
reasonable satisfaction of the Landlord
11. OVERLOADING
Not to do in or bring into the Premises anything which may put thereupon or upon
any part thereof any weight strain or stress in excess of that which it is
calculated they or it is or are to bear with due margin for safety nor to
overload the service media serving the Premises
12. FIRE PRECAUTIONS
At all times during the Term at the expense of the Tenant to comply with all
requirements from time to time of the appropriate authority in relation to fire
precautions affecting the Premises and to keep sufficient fire fighting and
extinguishing apparatus in and about the Premises installed in compliance with
such requirements and any requirements of the Insurers and open to inspection
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and maintained to the reasonable satisfaction of the Landlord and not to
obstruct the access to or means of working of the same
13. PROHIBITED USER AND NUISANCE
13.1 Not to carry on or use the Premises or any part thereof for any
noxious noisy noisome offensive or dangerous trade manufacture
business or occupation nor for residential purposes nor as sleeping
accommodation nor for any illegal or immoral act or purpose nor to do
on the Premises any act or thing whatsoever which may be or tend to
become a nuisance damage or disturbance to the prejudice of the
Landlord or to the owners or occupiers of any adjoining or
neighbouring premises or any of them provided that none of the above
nor any other provision of this Lease shall prevent the reasonable and
proper carrying on by the Tenant of its business of research and
development of pharmaceuticals
13.2 Not to use the Premises as a residential estate agency travel agency
staff agency employment agency unemployment benefit office or as
offices for the Department of Social Security or other Government
Department or their like use to which members of the public shall have
unsolicited access.
13.3 Not to hold on the Premises any political meeting or public show or
spectacle any sale by auction or gambling betting gaming or wagering
13.4 Subject to the proviso to clause 13.1 not to use or permit or suffer
the Premises or any part thereof to be used for the manufacture sale
or consumption of intoxicating liquors or for the manufacture sale or
consumption of Controlled Drugs as defined by the Misuse of Drugs Act
1971 (otherwise than by a practitioner or pharmacist as defined by
that Act) or for the manufacture publication or sale of any article or
thing which may in the reasonable opinion of the Landlord or the
Superior Landlord or the Superior Landlord be pornographic offensive
or obscene or for betting gaming or lotteries or as a hotel club
billiards saloon dance hall funfair or amusement premises
13.5 To pay to the Landlord on demand all reasonable costs charges and
expense which may be incurred by the Landlord in abating any nuisance
or in executing such works as may be expedient for abating any
nuisance whether in compliance with a notice served by any authority
or otherwise
13.6 Not to use any radio television video or sound system so that it is
audible outside the Premises or play or suffer to be played any
musical instrument audible outside the Premises
13.7 Not to reside in the Premises and not to create or permit or suffer to
be created any residential tenancy or residential occupation of the
Premises or any part thereof
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13.8 Not to keep any animals of whatever kind on the Premises or any part
thereof
14. PERMITTED USER
Not to use the Premises otherwise than for the Permitted User
15. ALTERATIONS
With the exception of the Tenants Fitting Out Works as described in
the Agreement pursuant to which this Lease was entered into
15.1 Not to erect any new building or structure of any kind upon the
Premises
15.2 Subject to clause 15.6 not to make any alterations or additions
whatsoever to the Premises or any part thereof and not to carry out
any development (as defined in the Planning Acts) on or to the
Premises or any part thereof without Landlords consent which consent
shall not be unreasonably withheld or delayed
15.3 To supply to the Landlord all necessary plans and specifications to
identify adequately such works as the Landlord shall reasonably
require and to carry out such works only in accordance with such plans
and specifications (as varied from time to time in accordance where
relevant with any further approval by the Landlord under this
paragraph 15)
PROVIDED that the Landlord may as a condition of giving any such consent require
the Tenant to enter into such covenants with the Landlord as the Landlord may
reasonably require in respect of the execution of any such works and the
reinstatement of the Premises at the end or sooner determination of the Term
15.5 If the Tenant fails to observe the covenants contained in this
paragraph it shall be lawful upon reasonable prior notice given by the
Landlord to the Tenant for the Landlord and its agents or surveyors
with or without workmen and others and all persons authorised by the
Landlord with all necessary materials and appliances to enter upon the
Premises and remove any alterations or additions and execute such
works as may be necessary to restore the Premises to their former
state and the costs and expenses thereof (including surveyors' and
other professional fees) shall be paid by the Tenant to the Landlord
on demand
15.6 For the avoidance of doubt the provisions of this clause 15 do not
apply to internal non structural alterations which do not adversely
affect the mechanical or electrical services of the Premises provided
the Tenant produces to the Landlord plans and specifications detailing
the works carried out within one month of their completion
16. ENCROACHMENTS
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Not to stop up or obstruct any window or light of the Premises nor to permit any
owner of any property adjoining or near the Premises to acquire any easement
right or privilege over the Premises nor to acknowledge in any way the existence
of any easement right or privilege and not to permit any encroachment to be made
against or over or affecting the Premises and as soon as the Tenant shall become
aware thereof or of any act or thing which might result in the acquisition or
making of any of the same to give written notice thereof to the Landlord and to
adopt or permit the Landlord to adopt such means as may reasonably be necessary
or convenient for preventing the acquisition or making of any of the same and at
the cost of the Landlord to take consent to or bring all actions in the name of
the Tenant as the Landlord may reasonably require or (at the option of the
Landlord) at the like cost to join with the Landlord in taking such steps or
action as may reasonably be required by the Landlord for preventing any of the
same from being acquired or made
17. ALIENATION
17.1 Not to part with or share possession or occupation of the whole or any
part or parts of the Premises except by way of an assignment of the
whole thereof or underlease of the whole or part thereof or as
otherwise permitted in accordance with the provisions of this
paragraph provided that the Tenant shall not be prevented from sharing
occupation with another member of the same group of companies (as
defined in Section 42 of the Landlord and Tenant Act 1954 as amended)
if and so long as that other member remains a member of that group and
no relation of landlord and tenant exists between the Tenant and that
other member.
17.2 Not to hold on trust for another the Premises or any part thereof nor
these Presents
17.3 Not to assign or charge any part or parts of the Premises as distinct
from the whole
17.4 Not to assign the whole of the Premises without the Landlord's prior
consent in writing which consent shall not be unreasonably withheld or
delayed PROVIDED THAT the Landlord shall be entitled for the purposes
of section 19(1A) of the Landlord & Tenant Act 1927 (as amended):-
17.4.1 To withhold its consent to an assignment in any of the circumstances
set out in subclause 17.4.4 ("the Circumstances") and
17.4.2 To grant any such consent subject to all or any of the conditions set
out in subclause 17.4.5 ("the Conditions")
17.4.3 The provisos to sub-clause 17.4 above shall operate without prejudice
to the right of the Landlord to withhold such consent on any other
ground or grounds where such withholding of consent would be
reasonable or to impose any further condition or conditions upon the
grant of consent where the imposition of such condition or
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conditions would be reasonable
17.4.4 The Circumstances referred to in sub-clause 17.4.1 are:-
17.4.4.1 where in the reasonable opinion of the Landlord the
proposed assignee is not of sufficient financial standing
to enable it to comply with the tenant's covenants in this
Lease;
17.4.4.2 where the proposed assignee can claim diplomatic or state
immunity (but to avoid doubt this circumstance shall not
apply where the proposed assignee is the Government of the
United Kingdom of Great Britain and Northern Ireland or
any department of the Government);
17.4.4.3 where (if the Assignee is not resident in the United
Kingdom of Great Britain and Northern Ireland) there is no
reciprocal arrangement with the Country where the assignee
is resident which recognises and allows the enforcement of
judgements made by a United Kingdom Court.
17.4.4.4 where the proposed assignee is a Group Company of the
Tenant which is not an Acceptable Group Company (unless
the condition set out in subclause 17.5.4 can be
fulfilled)
17.5 The Conditions referred to in sub-clause 17.4.2 and which are to be
fulfilled prior to completion of the proposed assignment are:-
17.5.1 where the Landlord reasonably so requires the delivery to
the Landlord of a deed (being an authorised guarantee
agreement within S16 Landlord and Tenant (Covenants) Act
1995) entered into by the Tenant as covenantor in respect
of the obligations of the assignee containing the terms
set out in the Tenth Schedule or such other terms as the
Landlord may from time to time reasonably determine;
17.5.2 the payment to the Landlord of all rents and other sums
which have fallen due under the Lease prior to the date of
the assignment;
17.5.3 where the Landlord reasonably so requires, either:
17.5.3.1 the delivery to the landlord of a Deed of Guarantee
entered into by one or more third party guarantors
reasonably acceptable to the Landlord; or
17.5.3.2 the delivery to the Landlord of a rent deposit deed (in
such form as the Landlord may from time to time reasonably
determine) entered into by the proposed assignee (and any
guarantor of such assignee) and payment by way
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of cleared funds of the sum specified in the rent deposit
deed;
17.5.4 where the proposed assignment is to a Group Company of the
Tenant which is not an Acceptable Group Company, the
delivery to the Landlord of a Deed of Guarantee entered
into by an Acceptable Group Company;
17.5.5 where the Tenant's obligations under this Lease are
guaranteed by a Group Company of the Tenant and the
proposed assignee is not a Group Company of the Tenant,
the delivery to the Landlord of a Deed of Guarantee
entered into by an Acceptable Group Company;
17.6 Not to underlet the whole or any part of the Premises except where the
following conditions are fulfilled:-
17.6.1 every underlease shall be granted subject to the covenants
on the part of the Tenant (other than the covenant to pay
the rents) and the conditions and provisions contained in
these Presents (insofar as they apply to the premises
underlet) and shall contain in the case of an underletting
of the whole of the Premises a qualified covenant by the
undertenant not to assign the whole or underlet the whole
or part of the Premises without the consent of the
Landlord (such consent not to be unreasonably withheld or
delayed) and an absolute covenant not to further underlet
the whole or to assign charge or part with or share
possession or occupation of any part as distinct from the
whole of the Premises (other than an underletting of part
approved by the Landlord (such approval not to be
unreasonably withheld or delayed) and in the case of an
underletting of part of the Premises a qualified covenant
not to assign or underlet the whole of the Premises
thereby demised without the consent of the Landlord (such
consent not to be unreasonably withheld) and an absolute
covenant not to assign underlet charge part with or share
possession or occupation of any part as distinct from the
whole of the Premises thereby demised
17.6.2 every underlease shall be at a rent which is not less than
the open market rental value of the premises thereby
demised at the time such underlease is granted and shall
not be granted in consideration of a fine or premium; and
17.6.3 in every underlease the rent shall not be commuted or be
payable more than one quarter in advance and shall be
subject to review provisions which shall correspond as to
their terms and dates to the provisions of the Sixth
Schedule
17.6.4 the Tenant shall contemporaneously with such underletting
deliver to the Landlord a deed (to be prepared by the
Landlord's solicitor at the cost of the Tenant) containing
a covenant by the intended underlessee directly with the
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Landlord to perform and observe during the term granted to
the underlessee the covenants (including this present
covenant) by the Tenant and conditions contained in this
Lease so far as the same may (in the case of an
underletting of part) be relevant to the premises so
underlet or appropriate having regard to the duration of
the Underlease (save the covenant to pay the rent).
17.6.5 every underlease shall contain the same restrictions on
assignment charging holding on trust for another party
with or sharing with another possession or occupation of
the whole or any part of the underlet premises and the
same provisions for direct covenants and registration as
in this Lease and prohibiting any assignment of the whole
without the prior consent of the Landlord under this Lease
(such consent not to be unreasonably withheld or delayed);
17.7 The Tenant will not vary or waive the terms to be contained in any
underlease in accordance with the provisions of this paragraph and
will at all times diligently and at its own expense take all steps
necessary to enforce the same
17.8 The Tenant shall serve all requisite notices to bring into effect and
otherwise operate and enforce all provisions for the review of rent
payable under any underlease and in particular (without prejudice to
the generality of the foregoing) shall before agreeing the amount of
the rent payable under any such provision notify the Landlord of the
amount of such rent that the Tenant considers is the rent payable in
accordance with the rent review provisions of the underlease and shall
use all reasonable endeavours to agree with the undertenant any higher
rent reasonably considered to be appropriate by the Landlord
17.9 The Tenant will not at any time during the Term underlet any part
(as distinguished from the whole of the Premises):-
17.9.1 without having obtained and produced to the Landlord
before the grant of such underlease an order of the Court
authorising an agreement between the parties to such
underlease excluding the operation of the Landlord and
Tenant Act 1954 Section 24 to 28 (inclusive) in relation
to the tenancy created by such underlease
17.9.2 if the grant of any underlease will mean that there are at
any one time more than 4 underleases in possession granted
out of this Demise
18. REGISTER DEVOLUTIONS
Within one month of every assignment charge transfer or underlease (whether
immediate or not) affecting the Premises or any devolution of the estate of the
Tenant therein or these Presents or of any derivative interest and every
surrender thereof to give notice in writing with particulars
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thereof to the Landlord and the Superior Landlord and produce a
certified copy of such assignment transfer underlease or charge or
the Probate of the Will or Letters of Administration or other
instrument document or evidence of such devolution or surrender and
to pay to the Landlord and the Superior Landlord or their Solicitors
a reasonable fee for the registration thereof such fee in the case of
the Landlord not to exceed a sum of (pound)30 exclusive of Value
Added Tax
19. INFORMATION ABOUT THE PREMISES
19.1 From time to time on reasonable demand during the Term to furnish the
Landlord with full particulars of all derivative interests of or in
the Premises however remote or inferior (including particulars of the
rents and rent reviews and service and maintenance charges payable in
respect thereof)
19.2 Upon the Landlord making any application or request in connection with
the Premises or the provisions of these Presents to disclose to the
Landlord such information as the Landlord may reasonably require in
relation thereto
20. LANDLORD'S COSTS
To pay to the Landlord all reasonable costs charges and expenses (including but
without prejudice to the generality of the foregoing solicitors' costs counsel's
fees architects' and surveyors' and other professional fees and commission
payable to a bailiff) properly incurred by the Landlord:-
20.1 incidental to the preparation and service of any notice under section
146 of the Law of Property Act 1925 and/or in or in contemplation of
any proceedings under section 146 or 147 of the said Act (whether or
not any right of re-entry or forfeiture has been waived by the
Landlord or a notice served under the said section 146 is complied
with by the Tenant or the Tenant has been relieved under the
provisions of the said Act and notwithstanding forfeiture is avoided
otherwise than by relief granted by the Court);
20.2 incidental to the preparation and service of any schedule of
dilapidations at any time during or within three months after the
expiration of the Term (but relating in all cases only to
dilapidations which accrued prior to the expiration or sooner
determination of the Term howsoever the same may be determined);
20.3 in connection with or procuring the remedying of any breach of
covenant on the part of the Tenant contained in these Presents; and
20.4 in relation to any application for consent required by these Presents
(such costs to include reasonable management fees and expenses)
whether or not the same is granted or the application is withdrawn
except in circumstances where this Lease provides that the Landlord's
consent or approval is not to be unreasonably withheld but the
Landlord's consent or approval is improperly withheld or delayed or
proffered subject to
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unreasonable conditions
21. STATUTORY REQUIREMENTS
21.1 At all times and from time to time and at its own expense to comply
with all Acts of Parliament already or hereafter to be passed insofar
as any such may affect or relate to the Premises or the Tenants use or
occupation of the Premises or the use therein of any machinery plant
or chattel or the employment or the health and safety of persons
therein and the prevention of fire and means of escape in case of fire
including (without prejudice to the generality of the foregoing) the
execution of all such works as may be directed or required to be done
or executed in respect thereof whether by any owner and/or occupier of
the Premises or any other person and to comply with all notices which
may be served by any competent authority
21.2 Not to do or omit to do any act or thing in relation to the Premises
whereby the Landlord may become liable to pay any levy penalty
compensation costs damages or charges imposed and to bear the whole or
any part of any expenses incurred under any such Act of Parliament and
to keep the Landlord indemnified in respect thereof
22. PLANNING
22.1 At all times during the Term to comply in all respects with the
Planning Acts and to keep the Landlord indemnified in respect thereof
22.2 At the expense of the Tenant to obtain all permissions as may be
required for the carrying out by the Tenant of any operations on the
Premises or for the institution continuance or renewal by the Tenant
thereon of any use thereof which may constitute development or any
step related thereto within the meaning of the Planning Acts
22.3 Not to make any application for planning permission or give any notice
to any authority of any intention to commence or to carry out any
development without the previous written consent of the Landlord such
consent not to be unreasonably withheld or delayed
22.4 To indemnify the Landlord against all charges payable in respect of
any application for planning permission and also to pay to the
Landlord on demand the amount of all professional fees and expenses
reasonably and properly incurred by the Landlord in connection with
any application for approval under this paragraph 22
22.5 Forthwith after the grant or refusal of planning permission give to
the Landlord full particulars in writing thereof and at the Tenant's
expense to supply to the Landlord a copy thereof and of any plans
approved thereunder for the retention of the Landlord
22.6 Not to implement any planning permission until the same has been
submitted to and
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approved in writing by the Landlord such approval not to be
unreasonably withheld or delayed and not to be required in respect of
any permission granted pursuant to a planning application which is
granted unconditionally;
22.7 To pay and satisfy any charge imposed under the Planning Acts in
respect of the carrying out by the Tenant of any operation on the
Premises or the institution or continuation by the Tenant of any use
thereon which may constitute development or any step related thereto
within the meaning of the Planning Acts
22.8 Unless the Landlord shall otherwise direct to carry out before the
determination or sooner expiration of the Term (howsoever determined)
any works stipulated to be carried out to the Premises by a date
subsequent to such expiration or sooner determination as a condition
of any planning permission which may have been implemented or relied
on by the Tenant or any undertenant of the Tenant (whether immediate
or not) during the Term
22.9 If called upon so to do to produce to the Landlord all plans documents
and other evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this paragraph have been
complied with
22.10 Not to enter into any agreement with any competent authority
regulating the development or use of the Premises without the
Landlord's consent (such consent not to be unreasonably withheld or
delayed)
22.11 Not to apply for or implement any planning permission in respect of
the whole or any part of the Premises if such application or the
implementation thereof would or might give rise to any tax charge or
other levy payable by the Landlord or the Superior Landlord
22.12 If the Tenant shall receive any compensation relative to the interest
of the Tenant under these Presents then if and when the Tenant's
interest shall be determined by surrender or under the power of
re-entry herein contained the Tenant shall forthwith make such
provision as is just and equitable for the Landlord to receive its due
benefit from such compensation and in the event of there being some
disagreement as to the amount of such provision the same shall be
referred to arbitration as hereinafter provided
23. NOTICES
Within seven days (or sooner if requisite having regard to the requirements of
the notice in question or the time limits stated therein) of receipt to produce
to the Landlord a true copy (and of any further particulars reasonably required
by the Landlord) of any permission notice or order or proposal for a notice or
order relevant to the Premises or to the use or condition thereof or otherwise
concerning the Tenant made given or issued to the Tenant or occupier of the
Premises by any authority AND without delay to take all necessary steps to
comply therewith so far as the
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same is the responsibility of the Tenant AND ALSO at the request of the Landlord
and at the joint cost of the Landlord and the Tenant to make or join with the
Landlord in making such objections or representations against or in respect of
any such notice order or proposal as aforesaid as the Landlord shall reasonably
require
24. INDEMNITY
To indemnify and keep indemnified the Landlord from and against all actions
proceedings claims demands losses costs expenses damages and liability in
respect of any injury to any person or damage to any property by reason of or
arising in any way directly or indirectly out of the non-compliance by the
Tenant with any of its obligations under these Presents
25. RE-LETTING
During the last six months of the Term to permit the Landlord to fix and retain
in a conspicuous position on the Premises (but not so far as materially to
affect the access of light and air to the Premises) a notice board for the
re-letting of the Premises and not to take down or obscure the said notice board
and to permit all persons authorised in writing by the Landlord or its agents to
view the Premises at all reasonable hours in the daytime upon reasonable notice
26. VALUE ADDED TAX
To pay all Value Added Tax at the rate for the time being in force as shall be
legally payable in respect of all moneys including Rent if the Landlord shall so
elect covenanted to be paid by the Tenant under the terms of these Presents or
as the case may be to repay to the Landlord any Value Added Tax borne by the
Landlord (except to the extent in the latter case to which the Landlord in
respect of services rendered to the Landlord can recover the same in its
accounting with the appropriate revenue authority) and in every case where in
these Presents the Tenant covenants to pay an amount of money such amount shall
be regarded as being exclusive of all Value Added Tax (or such other tax or
duty) which may from time to time be legally payable thereon
27. INCUMBRANCES
To observe and perform all the restrictions covenants stipulations and
provisions of the documents (if any) referred to in the Eighth Schedule so far
as they relate to the Premises and are still subsisting and capable of taking
effect and so far as aforesaid to keep the Landlord indemnified from and against
all consequences of their breach non-observance or non-performance
28. SUPERIOR LEASE
To observe and perform all the covenants and conditions on the part of the
lessee contained in Schedule 4 of the Superior Lease (save in respect of payment
of rent) so far as they relate to the Premises and are not inconsistent with the
terms of this Lease
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THE FOURTH SCHEDULE
(Landlord's Covenants)
1. QUIET ENJOYMENT
That the Tenant paying the rents hereby reserved and performing and
observing the covenants and agreements on the part of the Tenant
hereinbefore contained shall and may peaceably hold and enjoy the
Premises (and the rights granted by this Lease) during the Term
without any interruption by the Landlord or any person lawfully
claiming through under or in trust for it
2. SERVICES
To procure the supply of services specified in the Third Part of the
Tenth Schedule PROVIDED ALWAYS that the Landlord shall not be liable
for any loss damage or inconvenience arising out of failure to make
available any of the said services arising out of or by reason of any
accident labour dispute inability to obtain labour or any other cause
outside the control of the Landlord provided that the Landlord will
do all that it reasonably can to minimize the length of such delay or
to procure that it is minimized
3. SUPERIOR LEASE
That the Landlord will pay the rents reserved by and perform and
observe the lessee's covenants in relation to the Premises and the
Estate contained in the Superior Lease so far as they are not hereby
required to be performed and observed by the Tenant and the Landlord
will procure the performance and observance of the lessees covenants
contained in the lease dated 16th February 1998 made between The
Master (or Keeper) and Fellows of Peterhouse Cambridge (1) and The
Churchmanor Estates Company Plc (2)
THE FIFTH SCHEDULE
(Provisos)
1. RE-ENTRY
Without prejudice to any other right and remedy or power herein contained or
otherwise available to the Landlord:-
1.1 if the rents or any part thereof shall be unpaid for twenty one days
after becoming payable (whether formally demanded or not) or
1.2 if the Tenant remains in breach of any covenant on the part of the
Tenant contained in these Presents or
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1.3 if the Tenant and/or the Surety shall become Insolvent (as
hereinafter defined) or
1.4 In this paragraph 1 of this Fifth Schedule the expression Insolvent
shall mean:
1.4.1 in relation to a company that:
- an order is made for a voluntary arrangement
under Part I of the Insolvency 1986 Act ("the
Act"); or
- a petition for an administration order is
presented or an administration order is made
under Part II of the Act; or
- a receiver or manager is appointed whether
under Part III of the Act (including an
administrative receiver) or otherwise; or
- it goes into liquidation as defined in Section
247 (2) of the Act (other than a voluntary
winding up solely for the purpose of
amalgamation or reconstruction while solvent);
or
1.4.2 in relation to an individual that:- a Bankruptcy Order
is made in relation to that person pursuant to the Act
1.5 If the Tenant and or the Surety shall make any assignment for the
benefit of creditors or make any arrangements with creditors by
composition or otherwise
THEN and in any such case and thenceforth it shall be lawful for the Landlord or
any person duly authorised by the Landlord in that behalf at any time thereafter
to re-enter the Premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely cease and determine but without prejudice
to any right of action or remedy of either party in respect of any antecedent
breach of any of the covenants on the part of the other contained in these
Presents
2. NO IMPLIED EASEMENTS
Nothing contained in these Presents shall operate expressly or impliedly to
confer upon or grant to the Tenant any easement right or privilege other than
those expressly hereby granted
3. EXCLUSION OF WARRANTY AS TO USE
Nothing contained in these Presents shall imply or warrant that the Premises may
be used for any of the purposes authorised by these Presents in conformity with
the Planning Acts and the Tenant hereby acknowledges and admits that the
Landlord has not given or made at any time nor shall any consent given by the
Landlord under these Presents be taken to imply any representation or warranty
that any such use or purpose is or will be or will remain a permitted or
otherwise authorised use within the provisions of the Planning Acts and if any
such use is not such a
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permitted or otherwise authorised use the Tenant shall remain fully liable to
the Landlord in respect of these Presents without being entitled to any relief
for that reason
4. ACCEPTANCE OF RENT
No demand for or acceptance of or receipt for rents by the Landlord or its agent
with knowledge of any breach of any of the Tenant's covenants under these
Presents shall be or operate as a waiver in whole or in part of any such breach
but any such breach shall for all the purposes of these Presents be a continuing
breach of covenant and the Tenant shall not be entitled to set up any such
demand acceptance or receipt as a defence in any action or proceeding by the
Landlord PROVIDED THAT this proviso shall have effect in relation only to demand
acceptance or receipt made during such period as may in all circumstances be
reasonable for enabling the Landlord to conduct any negotiations with the Tenant
for remedying such breach
5. NOTICES
The provisions of Section 196 of the Law of Property Act 1925 (as amended) shall
apply to all notices to be served under these Presents
THE SIXTH SCHEDULE
(Review of Rent)
1. DATES OF REVIEW
The Rent from time to time payable under these Presents shall be reviewed upon
each of the Review Dates
2. RENTAL VALUE
The "Rental Value" means the best yearly rack rent at which the Premises might
reasonably be expected to be let in the open market at the relevant Review Date
(after the expiry of any reasonable rent free period or period of concessionary
rent which may then be usual on the grant of a new lease to cover the bona fide
period it would take to carry out initial fitting out works) by a willing lessor
to a willing lessee without a premium for a term which on the first review shall
be 15 years commencing on the first Review Date and which thereafter shall be 10
years commencing on the relevant Review Date and otherwise on the same terms and
conditions as are contained in these Presents (except as to the amount of the
Rent but including the provisions of this Schedule for the review of Rent) as a
whole and on the assumptions (if not facts) that at the relevant Review Date:-
2.1 the Premises are to be let with vacant possession
2.2 The voids and ducts shown at floor level edged blue on drawings
855-L-102E and 855-L-03D do not exist and that the area occupied by
the said voids and ducts forms part of
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the net internal area (as defined in the Code of Measuring Practice
issued by the Royal Institution of Chartered Surveyors and the
Incorporated Society of Valuers and Auctioneers (Fourth Edition
November 1993)) of the Premises
2.3 the building on the Premises is finished as open plan office premises
in accordance with the specification attached hereto at the Twelfth
Schedule and available for immediate beneficial occupation by the
Tenant for use as offices within Class B1 of the Schedule to the Town
and Country Planning (Use Classes) Order 1987
2.4 all the covenants on the part of the Tenant contained in these
Presents have been fully performed and observed both in relation to
the Premises and the specification referred to in paragraph 2.3.
above.
2.5 no work has been carried out to the Premises by the Tenant or any
undertenant or their respective predecessors in title during the Term
which has diminished the Rental Value of the Premises other than any
work carried out pursuant to an obligation under this Lease; and
2.6 if the Premises have been destroyed or damaged by an Insured Risk
they have been fully rebuilt and reinstated
but disregarding:-
2.7 any effect upon the Rental Value of the fact that the Tenant or any
undertenant have been in occupation of the Premises or any part
thereof
2.8 any goodwill attached to the Premises by reason of the business
carried on thereat by the Tenant or undertenant or their respective
predecessors in title; and
2.9 any increase in the Rental Value of the Premises attributable to the
existence at the relevant Review Date of any improvement to the
Premises or any part thereof and carried out with the consent where
required of the Landlord or any predecessor in title by the Tenant or
any undertenant or their respective predecessors in title or any
occupants or licensees otherwise than in pursuance of an obligation
(other than an obligation arising under the Agreement pursuant to
which this Lease was entered into) to the Landlord or any predecessor
in title
3. UPWARDS ONLY REVIEW
3.1 The rent from the first Review Date shall be the higher of:-
a) the sum of (pound)579,618
b) the sum which shall be 115% of the Rental Value
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3.2 The Rent from the second and every subsequent Review Date shall be
the higher of:-
a) the rent payable immediately before the relevant Review
Date and
b) the sum which shall be 115% of the Rental Value at the
relevant Review Date
4. ADDITIONAL ASSUMPTION ON THE FORM OF LEASE
Paragraph 3 of this schedule shall be deemed to have been deleted in
the form of lease referred to in the definition of Rental Value
contained in paragraph 2 and there shall be deemed to be added the
following in substitution:-
"3. UPWARDS ONLY REVIEW
The Rent from each Review Date shall be the higher of:-
(a) the Rent payable immediately before the
relevant Review Date; and
(b) the Rental Value at the relevant Review Date
as agreed or determined according to this
Schedule."
5. DETERMINATION BY SURVEYOR
5.1 If the Landlord and the Tenant in the opinion of either of them shall
be unable to agree the Rental Value of the Premises (whether or not
an attempt to reach agreement shall have been made) then it shall be
determined at the request of either the Landlord or the Tenant (made
not earlier than three months before the relevant Review Date) by a
chartered surveyor having not less than 10 years relevant experience
in valuing and leasing property of a like kind and character to the
Premises in the area of the Premises to be agreed upon by the
Landlord and by the Tenant or at the request and option of either of
them to be nominated by or on behalf of the President for the time
being of the Royal Institution of Chartered Surveyors
5.2 Such surveyor shall act as an expert and his decision as to the
amount of the Rental Value shall be final and conclusive and binding
upon the Landlord and the Tenant and his fees and expenses shall be
borne equally between them (or otherwise as he may direct)
5.3 If the said surveyor shall die delay or become unwilling to act or
incapable of acting for any other reason another such surveyor shall
be appointed in his place in like manner
5.4 Such surveyor shall allow each of the Landlord and the Tenant to make
representations in writing to him and to comment in writing on the
representations of the other and he shall give a reasoned decision
6. INTERIM PAYMENTS
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If the Rental Value shall not have been agreed or determined by the relevant
Review Date the Rent at the rate payable immediately before the relevant Review
Date ("the existing rent") shall continue to be payable until the quarter day
next following the date of such agreement or determination and upon such quarter
day there shall be due and payable to the Landlord by the Tenant in addition to
the Rent so agreed or determined ("the reviewed rent") due on such quarter day a
sum of money equal to the amount (if any) by which the reviewed rent shall
exceed the sum of the existing rent but duly apportioned on a daily basis in
respect of the period from the relevant Review Date to such quarter day together
with interest thereon for the whole of such period calculated on a daily basis
at a yearly rate equal to four per centum below the Interest Rate
7. STATUTORY RESTRICTIONS
If at any relevant Review Date the Landlord shall be obliged legally or
otherwise to comply with any Act of Parliament dealing with the control of rent
and which shall restrict or modify the Landlord's right to revise the Rent in
accordance with the terms of these Presents or which shall restrict the right of
the Landlord to demand or accept payment of the full amount of the Rent for the
time being payable under these Presents then the Landlord shall on each occasion
that any such enactment is removed relaxed or modified be entitled on giving not
less than three months' notice in writing to the Tenant expiring after the date
of each such removal relaxation or modification to introduce an intermediate
review date (hereinafter called an "intermediate date of review") which shall be
the date of expiration of such notice and the Rent payable hereunder from any
intermediate date of review to the next succeeding Review Date shall be
determined in like manner as the Rent payable from each Review Date as
hereinbefore provided
8. MEMORANDA OF REVIEWED RENT
As soon as the amount of Rent payable after any relevant Review Date or
intermediate date of review has been agreed or determined in accordance with the
terms of this Schedule the parties hereto will forthwith sign memoranda thereof
to become part of these Presents and the counterpart and each party shall bear
its own costs in respect thereof
9. TIME NOT OF THE ESSENCE
For the purpose of this Schedule time shall not be of the essence
THE SEVENTH SCHEDULE
(Insurance)
1. LANDLORD TO INSURE
1.1 The Landlord shall insure and keep insured at all times during the
Term with the Insurers and through such reputable agency as the
Landlord shall from time to time decide:-
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1.1.1 the Premises subject to such exclusions excesses and
limitations as may be imposed by the Insurers (not being
such as to prevent the use of the Premises for the
Permitted Use or the use of research and development of
pharmaceuticals) and notified to the Tenant in writing in
the Full Reinstatement Cost against loss or damage by the
Insured risks
1.1.2 the Loss of Rent
1.1.3 property owner's liability and such other insurances as
the Landlord may from time to time deem necessary to
effect
1.2 At the request of the Tenant the Landlord shall produce to the Tenant
reasonable evidence from the Insurers of the terms of the policy or
policies of such insurance and the fact that any policy is subsisting
and in effect
1.3 The Landlord shall promptly notify the Tenant of any change or
changes in the risks covered by any policy or policies effected
pursuant to this paragraph 1 and of any change in the terms or
conditions of cover
1.4 The Landlord shall use reasonable endeavours to cause a general note
of any lawful lessee in the Premises to be endorsed on the policy or
policies of insurance or to obtain a waiver of rights of subrogation
from the Insurers in favour of the Tenant
2. INSURANCE RENT
The Tenant shall pay to the Landlord within 14 days of demand and without
deduction such yearly sum ("the Insurance Rent") (and so in proportion for any
part of a year) as shall represent the reasonable and proper cost to the
Landlord of performing its obligations pursuant to paragraph 1 of this Schedule
3. DESTRUCTION OF THE PREMISES
If the Premises or any part thereof is destroyed or damaged by any of the
Insured Risks then:-
3.1 unless payment of the insurance moneys shall be refused in whole or
in part by reason of or as a consequence of the act or default of the
Tenant its servants or agents
3.2 subject to the Landlord being able to obtain any necessary planning
consents and all other necessary licences approvals and consents in
respect of which the Landlord shall use its reasonable endeavours to
obtain as soon as practicable
3.3 subject to the necessary labour and materials being and remaining
available which the Landlord shall use its reasonable endeavours to
obtain as soon as practicable the Landlord shall lay out the net
proceeds of such insurance and any moneys paid to it by
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the Tenant pursuant to paragraph 4 of this Schedule (other than any
in respect of Loss of Rent) in the rebuilding and reinstatement of
the Premises and shall rebuild and reinstate the Premises
substantially as the same were prior to any such destruction or
damage and shall make up any deficiency in such net proceeds out of
its own moneys (save to the extent that the deficiency arises from
the Tenant's breach of paragraph 4 of this Schedule)
4. INSURANCE MONEYS REFUSED
If the payment of any insurance money is refused in whole or in part as a
consequence of some act or default of the Tenant its undertenant or their
servants or agents the Tenant shall pay to the Landlord on demand the amount so
refused with Interest at the Interest Rate thereon for the period from such
refusal to the date of payment by the Tenant but not so as to exceed the actual
cost to the Landlord of discharging its obligations under paragraph 3 of this
Schedule
5. ABATEMENT OF RENT
In case the Premises or any part thereof or the means of access thereto shall be
destroyed or damaged by any Insured Risk so as to render the Premises unfit for
occupation and use or inaccessible and the policy or policies or insurance shall
not have been vitiated or payment of the policy moneys refused in whole or in
part as a consequence of some act or default of the Tenant its servants or
agents then the Rent or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended until the Premises shall be
again rendered fit for occupation and use and accessible or until the expiration
of three years from the date of the destruction or damage (whichever shall be
the earlier) and any dispute regarding the cesser or abatement of Rent shall be
referred to the award of a single arbitrator to be appointed as aforesaid
PROVIDED THAT if in the event of the Premises being damaged or destroyed by any
of the Insured Risks the Landlord shall not have been able to obtain all
necessary licences consents and permissions from the relevant authorities for
the reinstatement or rebuilding of the same or such rebuilding or reinstatement
shall for any other reason be beyond the control of the Landlord or continue to
be prevented or frustrated by the expiry of the period against which the
Landlord shall be obliged to insure for loss of rent then (but not otherwise)
either party may by not less than one month's notice in writing to the other
determine this Lease immediately whereupon this Lease shall determine but
without prejudice to any right which either party may have against the other in
respect of any antecedent breach of covenant
6. BENEFIT OF OTHER INSURANCES
If the Tenant shall become entitled to the benefit of any insurance on the
Premises which is not effected or maintained in pursuance of any obligation
contained in these Presents then the Tenant shall apply all moneys received by
virtue of such insurance (insofar as the same shall extend) in making good the
loss or damage in respect of which the same shall have been received
7. INSURANCE BECOMING VOID
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The Tenant shall not do anything whereby any policy or policies of insurance for
the time being in force in respect of or including or covering the Premises or
any adjoining or neighbouring premises owned by the Landlord against damage by
any Insured Risk may become void or voidable or whereby the rate of premium
thereon may be substantially increased and shall repay on demand to the Landlord
all sums paid by way of increased premiums and all expenses incurred by the
Landlord in or about the renewal of such policy or policies rendered necessary
by a breach of this covenant
8. NOTICE BY TENANT
Forthwith upon the happening of any event or thing against which insurance has
been effected by the Landlord the Tenant shall give notice thereof to the
Landlord
THE EIGHTH SCHEDULE
(The documents (if any) containing encumbrances
to which the Premises are subject)
The Superior Lease and the documents referred to in Part 2 of
Schedule 2 thereof
NINTH SCHEDULE
(Covenants by Surety)
1. The Tenant will duly pay the rents during the Term and in all cases
with interest (if applicable) on the days and in the manner
hereinbefore appointed for payment and will duly perform and observe
all the covenants and conditions on the Tenant's part contained in
these Presents and in case of default in such payment or in the
performance or observance of any of the covenants and conditions as
aforesaid during the term the Surety will pay and make good to the
Landlord on demand all losses damages costs and expenses thereby
arising or incurred by the Landlord
2. It is hereby agreed and declared that any neglect or forbearance of
the Landlord in endeavouring to obtain payment of the rents when the
same become due and payable or to enforce performance or observance
of any of the covenants and conditions on the Tenant's part contained
in these Presents and any time which may be given by the Landlord to
the Tenant or any variation in the terms of these Presents (including
any consent given thereunder or any reviews of Rent) or the transfer
of the Landlord's reversion or the assignment of these Presents or
the release of any one of the persons acting as the Surety (if more
than one) from liability under these Presents or any other act
omission matter or thing whatsoever whereby (but for this provision)
the Surety would be exonerated either wholly or in part from this
covenant and indemnity (other than a release under seal given by the
Landlord) shall not release or exonerate or in any way affect the
liability of the Surety under these covenants
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3. If these Presents are disclaimed by or on behalf of the Tenant under
any statutory or other power the Surety will take from the Landlord
(but only if so required by the Landlord by written notice to the
Surety within six months after such disclaimer) a grant of another
lease or underlease of the Premises for the residue of the Term
unexpired at the date of such disclaimer at rents the same as are
reserved by these Presents and subject to the like covenants
conditions and provisos (including the provisions for Rent review) as
are contained in these Presents mutatis mutandis and the Surety will
on the grant of such further lease or underlease execute and deliver
to the Landlord a counterpart thereof and will pay the Landlord's
legal costs in connection with the preparation and completion of such
lease or underlease and the counterpart thereof
4. If the Landlord shall not require the Surety to take a new Lease in
accordance with paragraph 3 of this Schedule the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rent
and other sums that would have been payable under this Lease but for
the disclaimer in respect of the period from and including the date
of such disclaimer until the Landlord shall have granted a lease of
the Premises to a third party and any rent free period thereunder
shall have expired
5. The Surety further covenants with the Landlord as a primary
obligation that the Tenant will comply with its obligations under any
authorised guarantee agreement entered into by the Tenant pursuant to
the terms of this Lease.
6. For the purposes of this Schedule references to the Tenant are to the
Tenant in relation to whom the Surety's obligations in this Schedule
are entered into but not any lawful assignee of such Tenant.
7. The Surety waives any right to participate in any review of Rent
under these Presents and the Surety agrees to subordinate and does
hereby subordinate any and all claims the Surety may have against the
Tenant existing now or arising later (whether in respect of payment
made under this Schedule or otherwise) to any and all claims by the
Landlord under these Presents
THE TENTH SCHEDULE
GUARANTEE AGREEMENT
THIS GUARANTEE AGREEMENT is made the day of 199
BETWEEN:
(1) [ ] whose registered office is at [
] ("the Landlord")
(2) [ ] whose registered office is at [
] ("the Assignor")
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WHEREAS:
(1) LEASE
By a lease ("the Lease") made the day of
between [ ] (1) [
] or the Landlord] (2) [
] ("the Original Tenant") the premises known as
[ ] ("the Premises") were demised for a term of [ ] years
from the day of ("the Term) subject to the
payment of the rent[s] reserved by and the observance and performance
of the covenants on the tenant's part and the conditions contained in
the Lease
(2) DEVOLUTION OF TITLE
The reversion immediately expectant upon the determination of the
Term [remains or is now] vested in the Landlord and the unexpired
residue of the Term [remains or is now] vested in [the Original
Tenant or [ ]
(3) AGREEMENT TO ENTER INTO GUARANTEE
The Assignor has agreed with the Landlord to enter into this
guarantee agreement as a condition of the Landlord's consent
permitting the assignment of the Lease to [
] ("the Assignee")
NOW THIS DEED WITNESSES as follows:-
In this deed:
1.1 "the Landlord" includes the person in whom the
reversion immediately expectant on
the determination of the Term is for
the time being vested
1.2 "the Lease" includes all or any deeds and
documents supplemental to the Lease
whether or not expressed to be so
1.3 "the Term" includes any continuation or
extension of the Term and any
holding over whether by statute at
common law or otherwise
1.4 "Commencement Date" means the date [of this deed or upon
which the residue of the Term became
vested in the Assignee]
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1.5 "Value Added Tax" value added tax or any equivalent tax
replacing or supplementing the same
1.6 If the Assignor is more than one person [its] obligations shall be
the joint and several obligations of such persons
1.7 words importing one gender import any other gender words importing
the singular import the plural and vice versa
7. THE ASSIGNOR'S COVENANTS
The Assignor as primary obligor covenants with the Landlord and
without the need for any express assignment with all [its] successors
in title such covenant to take effect from the Commencement Date
that:
2.1 TO PAY OBSERVE AND PERFORM
The Assignee will pay the rents and observe and perform the covenants
and the other terms of the Lease and if at any time the Assignee
shall make any default in payment of the rents or in observing or
performing any of the covenants or other terms of the Lease the
assignor will pay the rents and observe or perform the covenants or
terms in respect of which the Assignee shall be in default and make
good to the Landlord on demand and indemnify the Landlord against all
losses damages costs and expenses arising or incurred by the Landlord
as a result of such non-payment non-performance or non-observance
notwithstanding:-
2.1.1 any time or indulgence granted by the Landlord to the
assignee or any neglect or forbearance of the Landlord in
enforcing the payment of the rents or the observance or
performance of the covenants or other terms of the Lease
or any refusal by the Landlord to accept rents tendered
by or on behalf of the Assignee at a time when the
Landlord was entitled (or would after the service of a
notice under the Law of Property Act 1925 Section 146
have been entitled) to re-enter the Premises
2.1.2 that the terms of the Lease may have been varied by
agreement between the parties
2.1.3 that the assignee shall have surrendered part of the
Premises in which event the liability of the Assignor
under the Lease shall continue in respect of the part of
the Premises not so surrendered after making any
necessary apportionments under the Law of Property Act
1925 Section 140; and
2.1.4 any other act or thing by which but for the provision the
Assignor would have
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been released
PROVIDED THAT the Assignor shall have no greater liability hereunder
than it would have had
2.2 TO TAKE LEASE FOLLOWING DISCLAIMER
In the event of the Assignee:-
2.2.1 being a company:-
2.2.1.1 going into liquidation and the liquidator
disclaiming the Lease; or
2.2.1.2 being dissolved and the Crown disclaiming the
Lease; or
2.2.1.3 ceasing for any reason to be registered with
the Registrar of Companies; or
2.2.2 being an individual becoming bankrupt and the Trustee in
bankruptcy disclaiming the Lease;
then if the Landlord so requires the Assignor will accept a new lease
of the Premises for a term equal in duration to the residue remaining
unexpired of the Term at the time of the grant of the new lease to
contain like tenant's and landlord's covenants respectively and the
like provisions and conditions in all respects as are contained in
the Lease and the rights and liabilities shall take effect as from
the date of such disclaimer forfeiture or cessation (as the case may
be) provided always that the Landlord within the period of six months
after such disclaimer or exercise of the right of re-entry shall
serve upon the Assignor notice in writing so to do
8. THE ASSIGNOR'S FURTHER COVENANTS
The Assignor further covenants with the Landlord to pay to the
Landlord within 14 days of being notified of the same and to
indemnify the Landlord against all reasonable costs charges fees
disbursements and expenses including those of professional advisers
and agents and including in each case Value Added Tax incurred by the
Landlord in connection with this guarantee agreement including
without limitation those arising from the obtaining of the consent or
approval of the Superior Landlord in connection with this guarantee
agreement and the grant of any new lease to the assignor pursuant to
Clause 2.2
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THE ELEVENTH SCHEDULE
SERVICE CHARGE
FIRST PART
DEFINITIONS
In this Schedule (unless otherwise stated) the expression:
(i) "the Services" shall mean the services and facilities
described in the Third Part of this schedule
(ii) "the Service Costs" shall mean all costs and expenses
whatsoever incurred by the Landlord or the Service
Provider in providing all or any of the Services
(iii) "the Accounting Period" means the year or part of a year
ending on the thirty first day of December or on such
other date as may from time to time be designated by the
Landlord
(iv) "the Initial Service Charge" shall mean such sum on
account of the Service Costs as the Landlord shall notify
to the Tenant
(v) "the Specified Proportion" shall mean 17.15% (being such
proportion as the site area of the Premises bears to the
site area of the Estate including the Premises)
(vi) "the Service Charge" shall mean in respect of each
Accounting Period the Specified Proportion of the Service
Costs incurred in that Accounting Period PROVIDED THAT
during the first five years of the term such charge will
not exceed a sum equal to (pound)0.50 multiplied by
29,724 being the number of square feet which constitutes
the net internal floor area of the building erected on
the Premises
(vii) "the Common Parts" shall mean all areas structures
services and amenities available for use by the whole
Estate including the Premises which may at any time
during the Term exist on the Estate (or which may be used
or usable in connection with the Estate) so far as the
same do not form part of the Premises or of any other
premises on the Estate intended to be exclusively
occupied by any other tenant of the Landlord which areas
structures services and amenities shall include (without
limitation to the generality of the foregoing):-
(i) the roadways walkways landscaped areas
retaining walls fences and other boundary
structures lighting and communal signs
(ii) all service channels not exclusively serving
the Premises or any other
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premises on the Estate intended to be
exclusively occupied by any other tenant of
the Landlord
(vii) "Service Provider" shall mean any person in whom the
Common Parts are vested by virtue of the Superior Lease
and who is under an obligation to the Landlord to provide
the Services
THE SECOND PART
ASCERTAINMENT AND PAYMENT OF SERVICE CHARGE
1.(a) In respect of the Accounting Period which is current at the date
hereof the Tenant shall pay on the date hereof the Initial Service
Charge which shall be on account of the Service Charge for the period
from the commencement date of the Term until the end of the current
Accounting Period
(b) In respect of each subsequent Accounting Period during the said term
the Tenant shall pay on account of the Service Charge for that
Accounting Period such fair and reasonable sum as the Landlord shall
in writing specify such sum to be paid by four equal instalments in
advance on the days hereinbefore specified for the payment of Rent
during that Accounting Period.
2. The Landlord shall cause or procure that the Service Provider shall
cause proper Books of Accounts to be kept in respect of the Service
Costs and as soon as practicable and in any event not later than six
months after the end of each Accounting Period shall prepare and
submit to the Tenant or procure that there is so prepared and
submitted a written account showing therein:
(a) the amount of the Service Costs incurred by
the Landlord or the Service Provider during
the immediately preceding Accounting Period;
and
(b) a statement specifying the Service Charge
3. If on preparation of the said account in respect of any Accounting
Period it shall become apparent that the sums paid on account of the
Service Charge by the Tenant for that Accounting Period under the
provisions of paragraph 1 hereof are greater or less than the Service
Charge in respect of that Accounting Period then the following
provisions shall have effect:-
(a) if the sums actually paid by the Tenant on
account of the Service Charge for the said
Accounting Period are greater than the Service
Charge for that Accounting Period then the
amount of excess shall be deducted from the
sums payable by the Tenant on account of the
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Service Charge for the then current Accounting
Period (or if the Term shall come to an end
the Landlord shall forthwith upon
ascertainment pay the amount of the excess to
the Tenant)
(b) if the sums actually paid by the Tenant on
account of the Service Charge for the said
Accounting Period were less than the Service
Charge for that Accounting Period then the
amount of such deficiency shall be paid by the
Tenant to the Landlord within fourteen days
notice in that behalf
The provisions of this paragraph shall continue to apply
notwithstanding that the Term has come to an end but only in respect
of the period down to the end of the Term
4. Any account or statement submitted to the Tenant under the provisions
of this Schedule shall if signed by or on behalf of the Landlord be
conclusive evidence for the purposes of this Lease (save in cases of
manifest error) of the matters of fact covered by such account or
statement provided that the Landlord shall upon request permit the
Tenant or its auditors or procure that they are permitted to inspect
at any time up to six months after delivery of an account or a
statement the Books of Account in respect of the Service Costs and
the vouchers and receipts for items included therein and to take
extracts therefrom or copies thereof
THE THIRD PART
THE SERVICES
1. Keeping the Common Parts in good and substantial repair order and
decorative condition and when necessary renewing the same
2. Keeping the Common Parts regularly cleaned and free from litter
3. Providing an electricity and meter supply to the Common Parts
4. Effecting and maintaining third party employer and public liability
insurance and any other insurances which the Landlord or Service
Provider may from time to time reasonably deem necessary in respect
of the Common Parts in such sums as the Landlord shall from time to
time reasonably deem adequate
5. Valuing the Premises and other buildings on the Estate for insurance
purposes (but not more than once every three years)
6. Removing all refuse from the Common Parts as may from time to time be
reasonably required and providing and maintaining such refuse
disposal systems for the Common Parts as may be reasonably required
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7. The payment of all rates and other outgoings (whether or not of an
annual or recurring nature) imposed or assessed on the Common Parts
or any part thereof serving the Premises (whether on the owner or
occupier) or upon the provisions of the Services
8. Complying in respect of the Estate as a whole or in respect of the Common
Parts with:-
(a) any notice regulation or order of any competent
authority and
(b) any requirement of any Act of Parliament
9. The making of any contributions which the Landlord or the Service
Provider may be liable to pay towards the expense of making repairing
maintaining rebuilding or cleansing anything used by the Premises and
the whole of the Estate (including the Premises) in common with other
nearby premises
10. The keeping of accounts and management records and the preparing and
auditing of the Service Charge accounts and other statements
including the employment or engagement and the payment of the proper
fees and disbursements of Surveyors Accountants or other agents in
connection therewith
11. Employing managing agents (and the payment of their reasonable and
proper fees and disbursements in connection therewith) to manage the
Common Parts by ensuring that the other services mentioned in this
part of this schedule are duly and properly provided and/or by
providing such services (but so that the amount payable in respect of
such management shall not exceed 10% of the Service Costs in any
Accounting Period and provided that the Tenant will not bear any cost
in connection with the Managing Agents collection of rents and
service charges from other Tenants on the Estate)
THE TWELFTH SCHEDULE
Office Specification
Specification for a high quality office building with
associated car parking suitable for a wide
range of occupiers.
INDEX
1. Building Structure and Envelope
2. Internal Finishes to General Office
Areas
3. Reception Entrance
4. Toilet Areas
5. Lift Installation
6. Mechanical Services Specification
a) Air Conditioning
b) Heating
c) Ventilation
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d) Hot Water Services
e) Cold Water Services
f) Electrical Services and
Lighting
7. Hard Landscaping
8. Soft Landscaping
1. BUILDING STRUCTURE AND ENVELOPE
FOUNDATIONS
The foundations to the frame, lifts and external walls consist of
insitu concrete shallow pad bases and strip foundations. The ground
floor slab will be ground bearing on type 2 fill and blinding. A high
performance DPM will be provided to the underside of the slab.
FRAME
The structural frame will be a steel post and beam frame.
STAIRCASES
Concrete main staircases finished to receive carpet finish.
UPPER FLOORS
Hollow core pre-cast plank floors laid on steel beams generally with
insitu reinforced concrete flat slabs to core areas as appropriate. A
structural concrete topping sealed to take a raised access flooring.
Superimposed design loadings generally 4 KN/m2 plus 1 KN/m2 for
partitioning loads.
ROOFS
MAIN ROOF
The main roof will comprise steel trusses with sloping tiled roofs
with concealed rainwater gutters.
FLAT ROOF AREAS FOR PLANT WALKWAYS
In situ reinforced concrete slabs and pre-cast planks on steel beam
structure. 80 mm rigid installation finished with Kingspan
Thermatopper and Trocall single ply roofing membrane system.
Paving slabs on spacer rings to all walkways and plant areas.
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EXTERNAL WALLS
Cavity walls constructed using Williamson Cliff Sand Grey (or
equivalent) facing brickwork. 100 mm cavity wall full fill rockwool
cavity installation. 100 mm block inner leaf and stainless steel
cavity wall ties. Damp proof courses will be `hyload' or similar.
CURTAIN WALLING
The curtain walling system will be aluminium sections, polyester
powder coated double glazed units with Pilkington K glass inner leaf.
Insulated lookalike panels. Windows thermally broken double glazed
sealed units with Pilkington K glass inner leaf combination of fixed
opening lights allowing natural ventilation. The windows will be
either a Velfac or Kawneer window system.
EXTERNAL DOORS
The main entrance door to be revolving toughened glass and stainless
steel frame. Other doors to be polyester powder coated proprietary
aluminium or steel doors with integrated emergency escape ironmongery
and security system.
SOLAR SHADING
South facing windows to have purpose made polyester powder coated
aluminium fixed external louvred solar shades by Colt or equivalent.
2. INTERNAL FINISHES TO GENERAL OFFICE AREAS
WALLS
Internal partitions forming cores and stair enclosures will be
blockwork finished with plaster and emulsion paint.
INTERNAL DOORS
Ash veneered doors with ash frames.
SKIRTINGS
Ash hardwood or similar.
CEILINGS
Lift out fully accessible mineral fibre suspended ceiling system to
ground floor and first
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floor. Ceiling heights are generally set at 2.75 m above finished
floor level.
FLOORS
A fully accessible raised flooring system consisting of 600 x 600
fully encapsulated removable panels supported on adjustable pedestal
legs to PSA medium grade finished with Infinity range open cut pile
carpet tiles or similar.
A 250 mm clear void on the ground floor and 150 mm clear void on the
first floor will be provided.
DOOR IRONMONGERY
Door ironmongery will be Elementer or equivalent.
3. RECEPTION ENTRANCE
WALLS
A glazed facade to front elevation incorporating main entrance door.
Plaster and emulsion or vinyl paper on inner walls.
CEILING
Fully accessible mineral fibre suspended ceiling system incorporating
feature lighting.
FLOORS
A fully accessible raised floor as for general office areas finished
with carpet tiles.
DOORS
Prominent entrance with revolving automatic doors providing an air
lock leading directly to reception area. Internal doors to be
hardwood ash veneered with vision panels.
IRONMONGERY
Elementa polished aluminium ironmongery.
STAIRCASE BALUSTRADE
Stainless steel balustrading with wire or glazed panel infills to
architect's details.
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4. MALE, FEMALE AND DISABLED TOILET AREAS
WALLS
Full height blockwork perimeter walls plastered. Ceramic full height
wall tiles. Removable Formica laminate panels to gain access to
toilet systems where not in ducts with rear access.
Toilet cubicles and IPS system will be Thistlington or equivalent.
FLOORS
Floors to be finished with ceramic tiles and skirtings.
CEILINGS
Architecturally designed ceiling will be incorporated within toilets
with feature lighting.
VANITY UNITS
Vanity units in corian or equivalent with full height mirrors between
vanity tops and ceilings.
SANITARY APPLIANCES
White glazed vitreous china sanitary appliances.
Electric hand dryers, shaving points etc.
5. LIFT INSTALLATION
Two No 8 person (disabled standard) electro hydraulic lift serving
the ground and first floors.
SPEED
0.6 m per second (average)
CLEAR OPENING
900 wide x 2000 mm high (nominal size).
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WALLS
Side and rear walls to have half height "tinted" mirrors above a
stainless steel handrail with carpet below.
FLOOR
Carpet.
CEILING/LIGHTING
Suspended ceiling with concealed fluorescent lighting.
DOORS
Brush finished stainless steel.
TELEPHONE
Provision for emergency telephone connection by others.
6. MECHANICAL SERVICES SPECIFICATION
6A) AIR CONDITIONING
The air conditioning system has been designed using the following
criteria:
EXTERNAL DESIGN CONDITIONS
Winter minus 4(DEGREES CELSIUS) db 100% rh
Summer 28(DEGREES CELSIUS) db 22% rh
INTERNAL DESIGN CONDITIONS
Winter offices 21(DEGREES CELSIUS) db 50% rh
Summer offices 22(DEGREES CELSIUS) db 50% rh
LIMITS/CONTROL
Temperature plus or minus 2(DEGREES CELSIUS)
Humidity plus or minus 15% rh
Noise NR 35 not to be exceeded in
unoccupied but furnished general
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areas
Occupancy 1 person per 9 m(2) net lettable
Fresh Air GREATER THAN = 15 1/s person
CASUAL GAIN ALLOWANCES
Lighting 15 W/m sq
Small Power 25 W/m sq
The air conditioning system is powered from rooftop fully enclosed
and accessible plant rooms.
The air conditioning system is based on a four-pipe fan coil system
with all principal services contained within false ceiling voids.
Services embrace secondary heating mains, secondary chilled water
services, condensate lines, primary air distribution and extract
ductwork.
The design of the four-pipe fan coil air conditioning system assumes
one fan coil unit per primary bay (6.0 m long x 4 m wide) of the
building, assuming a notional corridor somewhere in the central waist
of the building.
Control of each zone is afforded by means of motorised valves
operated in sequence by a return air thermostat at the air inlet
point to the fan coil. Tempered primary air is fed directly to the
occupied zone, this is the primary air system.
The layout of the fan coil units will provide for subdivision of the
accommodation based on a 3m grid but should the tenant require
further subdivision, it is possible to serve smaller zones with some
ductwork alterations.
Primary service ducts are located in each toilet core at ground and
first floor levels and these permit the installation of
sub-distribution heating and cooling mains, primary supply and
extract ductwork systems.
Control of individual room conditions by zone is achieved
automatically at the fan coil. In each case the design of the
controls installation allows remote adjustment of individual fan
coils from the BMS control stations which are interlinked to permit
the transmission of information about the status of the services by
means of micro processor based computer controls.
The installation comprises a duplex (double) circuit chiller with
integral condenser.
The duplex aspect of the chiller provides a degree of standby
capacity in that it is possible to support part of the system whilst
the second part is being maintained.
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The foyer area is provided also with air conditioning by means of fan
coil units and linear grilles, concealed within either false ceiling
or roof voids as appropriate. Control to the foyer is achieved in the
same way as for the offices, with the opportunity to provide remote
control from any of the control panels.
6b) HEATING
Heating is provided by means of a multiple bank of natural gas-fired
boilers.
The boiler plan control provides the opportunity to sequence boilers
for load sharing purposes and for reasons of economy.
The boilers have a dilution flue system discreetly discharging from
the plant room.
The boiler plant room houses pumping equipment, holding system.
All pump sets are provided in duplicate to provide run and standby
facilities and changeover is achieved automatically upon loss of
flow.
The boiler plant provides primary heat to the air conditioning
installations, the toilet ventilation supply system and the small
number of radiators provided in secondary staircases.
6c) VENTILATION
Ventilation for occupancy purposes is provided via the rooftop
primary air plant described previously.
The supply and extract primary air plant incorporates filtration,
heating, cooling and heat recovery.
Additionally, toilet cores are provided with air handling units
incorporating heating and heat recovery.
6d) HOT WATER SERVICES
Hot water is provided by local electrical, mains pressurised water
heaters.
6e) COLD WATER SERVICES
An incoming main serves the development and each core is provided
with its own cold water system and mains water points and provision
for future waste stack pipes are provided at strategic positions
around the building to facilitate a tenants own
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catering/vending requirements.
6f) ELECTRICAL SERVICES AND LIGHTING
INCOMING SUPPLY
The development is served by an SEEB supply, terminating in a
substation enclosure.
The primary power supply to the building runs from the switchroom to
the incoming switch-gear position at which the service is broken down
into individual sub-mains to feed the various areas of the building.
SMALL POWER
The building is provided with six large electrical risers intended
for small power and lighting, plus four communications distribution
risers for use by the tenant.
In the case of small power, sub-mains cables are arranged to feed
sub-distribution boards at each floor level, in each riser.
All office areas are provided with high quality raised floors, which
provide access for installing small power and communication wireways,
in the form of fixed installations, The small power three phase
distribution boards in each riser position are provided with a
capacity for one double socket outlet circuit per 10 square metres.
The installation comprises all underfloor tray and 3 compartment
trunking plus floor boxes at one per 10 sq metres, including wiring.
Power outlets are provided throughout all the common parts in the
form of occasional power points for cleaning purposes.
TELEPHONE SERVICES AND COMMUNICATIONS WIREWAYS
The site is served by a series of underground ducts and drawpits
emanating from the site boundary and running to the incoming switch
room position.
British Telecom have supplied their standard incoming ducts with
sealing glands.
It is assumed that the tenant will provide sub-distribution wireways
within the raised floors.
OFFICE LIGHTING
Office lighting has been designed to achieve 450 lux average service
illuminance.
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The light fittings will be integrated into the false ceiling to
harmonise with the air distribution grilles.
Category 2 lighting system to office areas.
RECEPTION AREA LIGHTING
The entrance, landing areas and main staircase are provided with
decorative low voltage tungsten halogen lighting.
EXTERNAL AND FLOOD LIGHTING
The external areas of the development are provided with attractive
feature flood lighting.
In the case of the surface car parking, lighting is provided from
lamp standards, but in other areas bollard-type fittings are used.
Some areas of floodlighting are provided to the elevations and
external areas generally.
EMERGENCY LIGHTING
Emergency lighting is integrated with the general fittings throughout
the building by means of self-contained battery units.
FIRE ALARMS
The development is served by an intelligent addressable fire alarm
system that monitors equipment condition and reduces the likelihood
of false alarms
The system incorporates automatic detection in plant areas,
breakglass manual call points and sounders throughout.
The fire alarm system is interconnected with the mechanical services
control panels to detect smoke in ventilation systems and raise
alarms.
7. HARD LANDSCAPING
GROUND FLOOR TERRACES
Concrete block paviors
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ENTRANCE
Tegular block paviors
RETAINING WALLS
Concrete retaining walls with Williamscliff facing brickwork.
Concrete steps.
FOOTPATHS
Concrete block paviors
CYCLE PARKING
Covered and open cycle parking will be provided in accordance with
local planning policies.
EXTERNAL VEHICULAR PARKING
Concrete block paviors to the entrance/visitors parking areas and
staff parking.
8. SOFT LANDSCAPING
Extensive landscaping to the perimeter of the site and individual
specific feature planting within the hard landscape and car parking
areas. For external lighting see Services Specification.
THE THIRTEENTH SCHEDULE
Specified Fixtures and Fittings
1. WINDOWS AND EXTERNAL DOORS
1.1 EXTERNAL WINDOW AND DOOR ANCILLARIES
Painted MDF window boards
2. INTERNAL WALLS
2.1 LABORATORY AREAS, ANCILLARY ROOMS AND ADMINISTRATION
Solid partitions, metal studwork with plasterboard facing, acoustic
cavity insulation to give 50dB attenuation, either terminated at
ceiling level or tied to structure at head as
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required. Partially or fully glazed partitions, Unilok Mistral or
similar with polyester powder coated metal framing, double glazed,
some with venetian blinds between panes. Glass block walls,
reinforced glass blocks, acid etched back finish, Luxcrete or
similar.
2.2 PLANTROOM
Solid partitions, metal studwork with moisture resistant plasterboard
facing, either terminated at ceiling level or tied to structure at
head as required
3. INTERNAL DOORS
3.1 LABORATORY AREAS AND SERVICE RISERS
Ash veneer faced, solid cores, with clear polish plate safety glass
vision panels where specified. Sliding doors to CADD room.
3.2 ADMINISTRATION AREAS
Ash veneer faced solid core. Glass doors to meeting rooms and
entrance to reception area.
4. WALL FINISHES
4.1 LABORATORIES AND ADMINISTRATION AREAS
Paint on all studwork and plasterboard walls. Plaster and paint on
outward facing surfaces of blockwork walls to core areas and
stairwells. Ceramic tile splashbacks to kitchen units. Panelling to
window in vented cold room. Specialist coating, Altro Whiterock or
similar, to ground floor Category 3 laboratory and multi-gym showers.
4.2 PLANT ROOM
Emulsion paint to plant room metal studwork and moisture resistant
plasterboard walls.
5. FLOOR FINISHES
5.1 ADMINISTRATION AREA
Generally proprietary raised 150 mm access floor above structural
floor, comprising adjustable metal props, fully encapsulated floor
panels. Panels fully interchangeable. Panels incorporate floor boxes
set into floor panels. Flooring in seminar room on a sleeper wall
configuration, Junkers Flooring system or similar to accommodate
floor boxes. Ash skirting with shadow gap.
Higher quality carpet in main entrance area.
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5.2 STAIRS 1
Carpet, specification to be confirmed
5.3 FINISH IN LABORATORY AREA AND ANCILLARY ROOMS, (NOT COLD ROOMS)
Latex screed if required. Proprietary vinyl or rubber non-slip safety
flooring with self coved skirting, rubber either studded or hammered,
finish to be advised.
5.4 MULIT-GYM
Junkers Flooring System or similar.
6. CEILING FINISHES
6.1 CHEMISTRY LABORATORY AND ANCILLARY ROOMS
Plenum suspended ceiling comprising demountable, perforated metal
tiles, powder coated white as Burgess or similar, concealed grid with
integral light fittings.
6.2 BIOLOGY LABORATORY AND ANCILLARY ROOMS
Impervious, smooth, metal demountable ceiling as Burgess or similar,
concealed grid with integral light fittings.
6.3 CATEGORY 3 LABORATORY
Mist coat and two coats emulsion paint to soffit of structural
concrete floor and decorations to any mechanical and electrical
services.
6.4 ADMINISTRATION AREAS AND WRITE UP GENERALLY
Suspended ceiling, exposed grid with mineral fibre tile. 15 mm grid
as Armstrong Microlok Cortega or similar, type to be advised.
6.5 RECEPTION AREA
Suspended ceiling, non-accessible plasterboard, Gyproc MF or similar
with skimmed finish.
7. INCOMING MAINS WATER SUPPLY
7.1 INCOMING SERVICE MAIN
Incoming service main routed from foot of service riser at 1C to cold
water storage
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facility in plant room.
8. INCOMING MAINS GAS SUPPLY
8.1 Incoming service main routed from foot of service riser at 1C to
boiler room
9. VENTILATION AND AIR CONDITIONING
9.1 FRESH AIR INTAKES AND PLENUMS
Rectangular section ductwork and plenums, various sizes up to 4,500 x
2,500 mm, connected to inside face of external louvre panel and
intakes of air handling units in main plant room.
9.2 AIR HANDLING PLANT FOR GROUND FLOOR LABORATORIES
Air handling unit, up to 7.5m3/hr with 15 kW motors, to provide
supply air cooled/tempered to 20 C in space, located in main plant
room with individual zonal heater batteries to serve specialist
laboratory areas.
9.3 AIR HANDLING PLANT FOR FIRST FLOOR LABORATORIES
Air handling unit, up to 18 m3/hr with 15 kW motors, to provide
supply air cooled/tempered to 20 C in space, located in main plant
room.
9.4 AIR HANDLING PLANT FOR ADMINISTRATION AREAS
Air handling unit for fresh air supply, up to 3.3 m3/hr with 5 kW
motors, providing 91/s/person, in main plant room.
9.5 COOLING PLANT FOR ADMINISTRATION AREAS/OPEN PLAN LABORATORY AT GROUND
FLOOR
Four pipe fan coil units installed in ceiling voids.
9.6 COOLING PLANT FOR FIRST FLOOR LABORATORY AREAS
Air handling unit for Cat 3 laboratory, 0.7 m3/s with 1.1 kW motor.
Air handling unit for radiochem laboratory 1.4 m3/s with 1.1 kW
motor.
9.7 AIR HANDLING PLANT FOR TOILET AREA
Air handling unit for fresh air, up to 1.1 m 3/hr with 1.1 kW motors,
in main plant room.
9.8 PRIMARY DUCTWORK FOR LABORATORY SUPPLY AIR
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Rectangular section ducts, up to 2,200 x 2,200 mm, suspended from
roof of main plant room with attenuator in main plant room.
9.9 PRIMARY DUCTWORK FOR TOILETS AND ADMINISTRATION AREAS
Rectangular section ducts, up to 600 x 600 mm, suspended from roof of
main plant room with attenuator in main plant room.
9.10 SECONDARY DUCTWORK TOILET AREA
Circular section, up to 350 mm dia, in service risers and suspended
within ground and first floor ceiling voids. Ducts terminated in
service riser.
10. HEATING
10.1 BOILER
Modular boiler system, capacity 1,425 kW with associated pumps,
pressurisation units and controls, located in boiler room within main
plant room.
10.2 LPHWS TO FAN COIL UNITS AND AIR HANDLING UNITS
Feed and return pipework, up to 150 mm dia suspended from plant room
ceiling, installed in service risers and in ceiling voids.
10.3 LPHWS TO TOILETS, STAIRS, LOBBIES AND LANDINGS
Feed and return pipework, up to 25 mm dia suspended from plant room
ceiling, installed in ducts and in ceiling voids.
11. COOLING
11.1 CHILLER
Packaged air cooled chiller up to 850 kW, located within external
compound
11.2 FEED AND RETURN PIPEWORK
CHW feed and return pipes routed from chiller enclosure to plant room
at head of service riser C1.
11.3 DISTRIBUTION PIPEWORK
Distribution pipework within plant room, service risers and ceiling
voids, connecting to air handling and fan coil units, including
buffer vessel pump set and pressurisation unit.
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12. DOMESTIC HOT AND COLD WATER SERVICES
12.1 HOT WATER STORAGE
Rycroft or similar 500 litre hot water storage tank in plant room.
12.2 COLD WATER STORAGE
Dewey Waters or similar 24 m3 cold water storage tank in plant room
with booster set.
12.3 HWS AND CWS MAINS IN LABORATORIES, ANCILLARY ROOMS AND ADMINISTRATION
Small diameter pipework within plant room, service risers and ceiling
voids, connecting to all points of use. Mains water connected
directly to catering areas.
13. LABORATORY EXTRACT SYSTEMS
13.1 DISCHARGE FLUES
Three discharge flues, with integral weather-proof flashing, through
roof above main exhaust plant room. Flues 1,400 mm dia, 3,000 mm high
with non-structural cladding.
13.2 MAIN EXTRACT FANS
Three centrifugal fan units, up to 15 m3/hr with 10 kW motors housed
within ventilated main exhaust plant room.
13.3 PRIMARY DUCTWORK
Rectangular section, up to 2,500 x 1,500 mm, suspended from roof of
main plant room with attenuator and manifold within main exhaust
plant room.
13.4 SECONDARY EXTRACT FANS
36 centrifugal fan units, up to 2 m3/hr with 1.1 kW motors floor
mounted in main plant room. (PVC and galvanised constructions).
14. INCOMING MAINS ELECTRICITY SUPPLY
14.1 MAINS INCOMING SWITCHBOARD/LOW VOLTAGE INCOMING MAINS
Main distribution switchboard complete with interconnecting cables
from external feeder pillar. 30% allowance made for spare ways and
capacity to provide for medium term expansion, size approx.
5,200 mm long located in plant room.
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15. LIGHTING INSTALLATIONS
15.1 LABORATORY AREAS AND ANCILLARY ROOMS
Creed Taurus sealed lighting units with Cat 2 louvres polycarbonate
seal diffusers in ceiling grid to provide minimum 500 Lux in all
areas, louvres sealed type to prevent contamination. Integral battery
inverter packs fitted in appropriate units to comply with BS 5266.
15.2 ADMINISTRATION AREAS
Whitecroft soft cell lighting units with Cat 2 diffusers in ceiling
grid to provide average 450 Lux in all areas, combined soft cell/VDU
fittings. Integral battery inverter packs fitted in appropriate units
to comply with BS5266.
15.3 BUILDING FAHADE LIGHTING
Downlights/wall washers on two building elevations to provide feature
lighting and pathway lighting in these areas.
16. FIRE ALARM INSTALLATION
16.1 LABORATORY AREAS, ANCILLARY ROOMS, ADMINISTRATION
Stalleon fire alarm system to BS 5839 Category L1/P1 system with
alarm transmission to remote manned station, with Kidde analogue
addressable panel, sounders, call points, smoke and heat detectors. 3
loop, Appollo detector protocol.
17. SECURITY SYSTEMS
17.1 INTRUDER ALARMS
Addressable intruder alarm system of internal perimeter protection
with supplementary window and door contacts to cover all points of
entry with facility for alarm transmission to remote manned station.
17.2 CCTV
Four Sony or similar pan, tilt and zoom external colour CCTV cameras,
building mounted, with 2 nr Sony or similar internal static colour
cameras. Cameras linked to internal colour monitor with multiplexor
control and video recording equipment.
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17.3 DOOR ACCESS CONTROL SYSTEMS
Direct Communications or similar intercom system on both main doors
linked to reception desk, with card reader and door open facilities
controlled from desk.
18. ELECTRICAL CONTROL OF MECHANICAL PLANT
18.1 BUILDING MANAGEMENT SYSTEM
Trend or similar building management system to control all mechanical
systems inclusive of intelligent front end with graphics package to
enable interrogation, monitoring and fault finding in systems.
Located in plant room, interfaced to motor control panel.
18.2 CONTROL PANEL
Motor control panel linked to all systems to provide motor starters
and equipment power including final connections to plant. Size
typically 5,000 mm long, located in plant room.
19. EARTHING AND BONDING
19.1 LABORATORIES AND ADMINISTRATION AREAS
Earthing and bonding system in accordance with BS 7671.
20. LIFT INSTALLATION
20.1 FINISHES TO PASSENGER LIFT FLOOR
Carpet.
21. FITTINGS
21.1 RECEPTION DESK
Purpose designed and manufactured reception desk complete with data,
telephone, security, electrical and CCTV outlets.
21.2 ENTRANCE MATS
Entrance mats to reception area and escape stairs.
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21.3 KITCHEN AREAS
Four kitchenettes comprising sink, work-top with cupboards over,
excluding appliances.
21.4 WINDOW BLINDS
Venetian blinds or roller blinds to windows generally, blackout
blinds to 18P and 12P meeting rooms and CADD.
22. BUILDERS WORK IN CONNECTION WITH SERVICES
22.1 PLANT SUPPORTS
Steelwork support frame to plant room water tanks, primary extract
duct and main distribution pipework in plant room. Halfen or similar
support grid to soffit of precast concrete floors, sundry secondary
support steelwork.
22.2 BASES FOR EXTRACT FANS AND BOILER
Steelwork frame machine bases and plant support plinths.
22.3 BASES OTHER THAN FOR EXTRACT FANS AND BOILER
Steelwork frame machine bases and plant support plinths.
22.4 DUST PROOFING
Dust proofing surface of Plant Room slab and soffit of all precast
concrete planks.
22.5 FIRE STOPPING - NOT CORE AREAS
Structural reinforced concrete infill to service risers and other
wall or slab penetrations.
23. SITE DUCT WORK AND CABLING
23.1 BT TELECOMMUNICATIONS CABLES
BT cables installed in telecommunications ducts.
23.2 INCOMING POWER CABLES
Power cables installed in ducts routed from the main switchboard via
the main incoming services duct the transformer compound
23.3 POWER/DATA CABLES
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Cables installed in data/power cable ducts.
24. EXTERNAL BUILDINGS
24.1 EXTERNAL SERVICES COMPOUND
Building comprising chiller compound, flammable goods store and
covered cycle storage, including foundations and ground slabs.
24.2 WASTE COLLECTION ENCLOSURE
Uncovered caged waste collection enclosure.
IN WITNESS whereof the parties hereto have executed this Lease as a deed the
date first above written.
THE COMMON SEAL of PEPTIDE THERAPEUTICS )
GROUP PLC was hereunto affixed )
in the presence of: )
Director: /s/ Gordon Cameron
Secretary: /s/ Nicolas Higgins
