<PAGE>
Exhibit 10.11
DATED 3rd March 1999
THE MASTER FELLOWS AND SCHOLARS OF
TRINITY COLLEGE CAMBRIDGE (1)
BIOCHROM LIMITED (2)
HARVARD APPARATUS INC. (3)
------------------------------
LEASE
- of -
Unit 22 Phase I
Cambridge Science Park
Milton Road, Cambridge
------------------------------
Term: 10 years from 29th September 1998
Initial Rent: L240,000 per annum
Expiry Date: 28th September 2008
MILLS & REEVE
Cambridge
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Definitions and Interpretation...........................................................................1
The demise habendum and reddendum........................................................................4
Tenant's covenants.......................................................................................5
Landlord's covenants.....................................................................................5
Proviso agreement and declaration........................................................................5
Exclusion of security of tenure..........................................................................9
No Agreement for Lease...................................................................................9
Surety's Covenant........................................................................................9
Proper Law...............................................................................................9
Schedule l - The property and rights included in this demise.....................................................10
Part 1 - The property............................................................................................10
Part 2 - The rights..............................................................................................10
Right to services.......................................................................................10
Right of way............................................................................................10
Right to park...........................................................................................10
Right to Support........................................................................................11
Schedule 2 - Part 1 - Exceptions and reservations in favour of the Landlord......................................11
Right to services.......................................................................................11
Right to light and air..................................................................................11
Right to support........................................................................................11
Right to enter..........................................................................................11
(i)
<PAGE>
Right to enter to cultivate.............................................................................12
Part 2 - Existing Encumbrances...................................................................................12
Schedule 3 - Rents payable upon demand...........................................................................12
Insurance Rent..........................................................................................12
Rent for common parts...................................................................................12
Service rent............................................................................................13
Interest on arrears.....................................................................................13
Insurance excess........................................................................................14
Schedule 4 - Tenant's covenants..................................................................................14
To pay rent.............................................................................................14
To pay outgoings........................................................................................14
To repair and decorate..................................................................................14
Not to make alterations.................................................................................15
To permit entry.........................................................................................16
To repair on notice.....................................................................................17
To pay Landlord's costs.................................................................................17
As to use and safety....................................................................................18
Not to use for unlawful or illegal purposes or cause nuisance...........................................18
Not to reside...........................................................................................19
As to user..............................................................................................19
To keep open and security...............................................................................20
Displays and advertisements.............................................................................20
(ii)
<PAGE>
To keep clean...........................................................................................20
To comply with Enactments and give notice...............................................................21
To comply with the Planning Acts........................................................................21
Insurance...............................................................................................22
To indemnify............................................................................................23
Dealings with the Premises..............................................................................24
To give notice of assignments, devolutions etc..........................................................27
As to loss or acquisition of easements..................................................................27
To produce plans/documents..............................................................................28
Not to interfere with reserved rights...................................................................28
To permit entry for reletting etc.......................................................................28
To yield up.............................................................................................28
New surety..............................................................................................29
As to value added tax...................................................................................29
As to maintenance contracts.............................................................................30
Statutory acquisitions..................................................................................30
Fire fighting appliances................................................................................30
Existing Encumbrances...................................................................................30
Not to obstruct.........................................................................................30
To comply with regulations..............................................................................31
As to water supply......................................................................................31
To comply with Planning Agreements......................................................................31
To pay cost of damage...................................................................................31
(iii)
<PAGE>
To carry out the Tenant's New Works.....................................................................31
Schedule 5 - Landlord's covenants................................................................................32
As to quiet enjoyment...................................................................................32
To insure...............................................................................................32
To reinstate............................................................................................33
Schedule 6 - Surety's covenants and agreements...................................................................33
Covenants by Surety.....................................................................................33
Agreements by Surety....................................................................................34
Schedule 7 - Guarantee Agreement.................................................................................36
Definitions and interpretation..........................................................................36
Guarantee...............................................................................................37
New lease...............................................................................................38
Security taken by Guarantor.............................................................................38
Limitation on Guarantor's liability.....................................................................39
[Joint and several Guarantors...........................................................................39
Schedule 8 - The Tenant's New Works..............................................................................40
</TABLE>
(iv)
<PAGE>
THIS LEASE is made on ___________________ 199 BETWEEN
(1) ("THE LANDLORD") THE MASTER FELLOWS AND SCHOLARS OF THE COLLEGE OF THE
HOLY AND UNDIVIDED TRINITY WITHIN THE TOWN AND UNIVERSITY OF CAMBRIDGE
OF KING HENRY THE EIGHTH'S FOUNDATION
(2) ("THE TENANT") BIOCHROM LIMITED (company number 3526954) whose
registered office is at 22 Cambridge Science Park Milton Road Cambridge
CB4 4FJ
(3) ("the Surety") HARVARD APPARATUS INC. a company incorporated in the
Commonwealth of Massachusetts of 84 October Hill Road Holliston MA
01746
WHEREAS THE PREMISES ARE HELD BY THE LANDLORD WHICH IS AN EXEMPT
CHARITY
NOW THIS LEASE WITNESSETH as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Lease unless the context otherwise requires:
"BASIC RENT" means L240,000 per annum until and including 28th
September 2003 and thereafter L270,000 per annum.
"CONNECTED PERSON" means any person, firm or company which is
connected with the Tenant for the purposes of section 839
Income and Corporation Taxes Act 1988
"CONSENT" means an approval permission authority licence or
other relevant form of approval given by the Landlord in
writing
"ENACTMENTS" shall include all present and future Acts of
Parliament (including but not limited to the Public Health
Acts 1875 to 1961 the Factories Act 1961 the Offices Shops and
Railway Premises Act 1963 the Fire Precautions Act 1971 the
Defective Premises Act 1972 the Health and Safety at Work etc.
Act 1974 and the Planning Acts) and all notices directions
orders regulations bye-laws rules and conditions under or in
pursuance of or deriving effect therefrom and any reference
herein to a specific enactment or enactments (whether by
reference to its or their short title or otherwise) shall
include a reference to any enactment amending or replacing the
same and any future legislation of a like nature
"THE ESTATE" shall mean Cambridge Science Park shown edged
blue on the Plan situate adjoining Milton Road partly in the
City of Cambridge and partly in the County of Cambridgeshire
together with any such further neighbouring area in respect of
which the Landlord or its lessees may from time to time or at
any time during the Period of Limitation receive planning
permission to develop for uses
<PAGE>
similar or ancillary to the use of the said area edged blue
and which the Landlord during the Period of Limitation elects
to include in Cambridge Science Park
"EXISTING ENCUMBRANCES" means the matters set out in part 2 of
schedule 2
"GROUP COMPANY" means any company of which the Tenant is a
Subsidiary or which has the same Holding Company as the Tenant
where Subsidiary and Holding Company have the meanings given
to them by section 736 Companies Act 1985
"INSURED RISKS" means at any particular time the risk of loss
or damage by fire storm flood explosion riot civil commotion
bursting or overflow of water tanks boilers or apparatus
impact by road vehicles or aircraft and other aerial devices
or articles dropped therefrom and the risk of any other kind
of loss or damage which the Landlord may from time to time in
their absolute discretion deem it desirable to insure against
and against which they shall at that particular time have a
policy of insurance in effect subject to such exclusions and
limitations as the insurers may impose and subject in every
case to the availability of insurance cover against the risk
and subject to the conditions on which and to the extent that
insurance cover against each risk is generally available in
relation to property such as the Premises
"INTEREST" shall mean interest at the yearly rate of four per
cent above the base rate published from time to time by
Barclays Bank PLC or (in the event of base rate or Barclays
Bank PLC ceasing to exist) such other equivalent rate of
interest as the Landlord may from time to time in writing
specify
"LANDLORD" includes the immediate reversioner to this Lease
from time to time
"LANDLORD'S NEIGHBOURING PREMISES" means any land or buildings
now or hereafter during the Period of Limitation erected
adjoining or neighbouring the Premises (whether beside under
or over) which belong to the Landlord now or hereafter during
the Period of Limitation
"LETTABLE UNIT" shall mean a part of the building on the
Premises designed or intended for letting or exclusive
occupation or capable of being used for separate
self-contained occupation which does not prejudice the use of
the remainder of the building on the Premises for separate
self-contained occupation
"PERIOD OF LIMITATION" means the period of eighty years
commencing on the date hereof or such longer period as the law
may permit (which period is hereby specified as the perpetuity
period applicable to this Lease under the rule against
perpetuities)
"THE PLAN" means the plan annexed hereto
2
<PAGE>
"THE PLANNING ACTS" means the Town and Country Planning Acts
1948 to 1990 the Planning (Hazardous Substances) Act 1990 the
Planning (Listed Buildings and Conservation Areas) Act 1990
the Local Government Planning and Land Act 1980 and all
notices directions orders regulations byelaws rules and
conditions under or in pursuance of or deriving effect
therefrom from time to time and any reference herein to these
or any other Act or Acts shall include a reference to any
statutory modification or re-enactment thereof for the time
being in force and any future legislation of a like nature
"THE PLANNING AGREEMENTS" shall mean
(a) an agreement dated 8th November 1971 made pursuant to
section 37 of the Town and Country Planning Act 1962
between the County Council of the Administrative
County of Cambridgeshire and Isle of Ely (1) and the
Landlord (2) and
(b) an agreement dated 19th August 1975 made pursuant to
section 52 of the Town and Country Planning Act 1971
between the same parties and in the same order as the
section 37 agreement and
(c) an agreement dated 2nd February 1982 made pursuant to
section 52 of the Town and Country Planning Act 1971
between South Cambridgeshire District Council (1) and
the Landlord (2) and
(d) an agreement dated 26th June 1984 made pursuant to
section 52 of the Town and Country Planning Act 1971
between South Cambridgeshire District Council (1) and
the Landlord (2) and
(e) an agreement dated 2nd June 1988 made pursuant to
section 52 of the Town and Country Planning Act 1971
between South Cambridgeshire District Council (1) and
the Landlord (2)
"THE PREMISES" means the property hereby demised as described
in part 1 of schedule 1 including all Service Channels in on
or under such property and fixtures and fittings (other than
trade or tenants fixtures and fittings) therein together with
all additions alterations and improvements to such property
"SERVICE CHANNELS" means all such flues sewers drains ditches
pipes wires watercourses cables channels gutters ducts and
other conductors of services and plumbing and ventilating
equipment and motors appurtenant thereto as are now existing
or which may be constructed or laid during the Term and within
the Period of Limitation as herein defined
"THE SURETY" shall include the Surety's successors whether by
substitution or otherwise including personal representatives
3
<PAGE>
"SURVEYOR" means the surveyors consulting engineers and agents
for the time being of the Landlord
"THE TENANT" shall include the person in whom the Term is
presently vested
"THE TENANT'S NEW WORKS" shall mean the works described in
schedule 8
"THE TERM" means the total period of demise hereby granted and
(other than in the case of the references to the term in the
habendum of this Lease) includes any period of holding over or
any extension or continuance of the contractual term by
Enactment or otherwise
1.2 Words importing the masculine gender only include the feminine
gender and vice versa and include any body of persons
corporate or unincorporate words importing the singular number
only include the plural number and vice versa and the word
"person" shall include any body of persons corporate or
unincorporate and all covenants by any party hereto shall be
deemed to be joint and several covenants where that party is
more than one person and any covenant by the Tenant not to do
or not to do or omit to do an act or thing shall be deemed to
include an obligation not to permit or suffer such act or
thing to be done or omitted
1.3 (a) References to numbered clauses and
schedules are references to the relevant clause or
schedule to this Lease and references to numbered
paragraphs are references to the numbered paragraphs
of that schedule or the part of the schedule in which
they appear
(b) The clause paragraph and schedule headings do not
form part of this lease and are not to be taken into
account when construing it
1.4 This instrument
(a) is executed as a deed and by its execution the
parties authorise their solicitors to deliver it for
them when it is dated
(b) was delivered when it was dated
1.5 This Lease is a new tenancy for the purposes of the Landlord
and Tenant (Covenants) Act 1995
2. THE DEMISE HABENDUM AND REDDENDUM
2.1 In consideration of the several rents and covenants on the
part of the Tenant and the Surety herein respectively reserved
and contained the Landlord HEREBY DEMISES unto the Tenant the
Premises TOGETHER WITH (in common with the Landlord their
lessees and assigns and all other persons from time to time
4
<PAGE>
having the like rights) the rights set out in part 2 of
schedule 1 EXCEPT AND RESERVING UNTO THE LANDLORD and its
successors in title assigns and lessees and all persons from
time to time authorised by it the interests rights
reservations and exceptions more particularly set out in part
1 of schedule 2 TO HOLD the Premises unto the Tenant SUBJECT
to any or all easements and other rights (if any) now
subsisting over or which may affect the same (including any
such as are more particularly set out in part 2 of schedule 2)
AND SUBJECT TO AND WITH THE BENEFIT OF FIRSTLY a lease dated
30th September 1974 and made between the Landlord (1) LKB
Instruments Limited (2) and LKB Biochrom Limited (3) as varied
by a Deed of Variation dated 6th June 1986 made between the
same parties and SECONDLY to two subleases made between
Pharmacia Biotech (Biochrom) Limited (1) and Innovir Limited
(2) both dated 5th February 1998 and any deeds and documents
supplemental to those subleases from 29th September 1998 to
28th September 2008 but determinable nevertheless as
hereinafter provided YIELDING AND PAYING THEREFOR unto the
Landlord during the Term by way of rent
(a) yearly and proportionately for any fraction of a year
the Basic Rent the first such payment or a
proportionate part thereof in respect of the period
from to the next quarter day following the date of
this Lease (in so far as it has not already been
made) to be made on the date hereof and thereafter
such rents to be paid by equal quarterly instalments
in advance on the four usual quarter days in every
year
(b) on demand the rents specified in schedule 3
(c) any other sums which may become due from the Tenant
to the Landlord under the provisions of this Lease
all such payments to be made without any deduction
3. TENANT'S COVENANTS
3.1 The Tenant HEREBY COVENANTS with the Landlord to observe and
perform all the covenants and provisions on the Tenant's part
set out in schedule 4
4. LANDLORD'S COVENANTS
4.1 The Landlord HEREBY COVENANTS with the Tenant whilst the
reversion to this Lease is vested in the Landlord to observe
and perform all the covenants and provisions on the Landlord's
part set out in schedule 5 but not so as to impose any
personal liability upon the Landlord except for the Landlord's
own acts and defaults
5
<PAGE>
5. PROVISO AGREEMENT AND DECLARATION
5.1 FORFEITURE
Without prejudice to any other rights of the Landlord if:
(a) the whole or part of the rent remains unpaid twenty
one days after becoming due (whether demanded or not)
or
(b) any of the Tenant's covenants in this Lease are not
performed or observed or
(c) the Tenant or any guarantor or surety of the Tenants
obligations under this Lease (including the Surety)
(i) proposes or enters into any composition or
arrangement with its creditors generally or
any class of its creditors or
(ii) is the subject of any judgment or order made
against it which is not complied with within
seven days or is the subject of any
execution distress sequestration or other
process levied upon or enforced against any
part of its undertaking property assets or
revenue or
(iii) being a company:
(a) is the subject of a petition
presented or an order made or a
resolution passed or analogous
proceedings taken for appointing an
administrator of or winding up such
company (save for the purpose of and
followed within four months by an
amalgamation or reconstruction which
does not involve or arise out of
insolvency or give rise to a
reduction in capital and which is on
terms previously approved by the
Landlord) or
(b) an encumbrancer takes possession or
exercises or attempts to exercise
any power of sale or a receiver or
administrative receiver is appointed
of the whole or any part of the
undertaking property assets or
revenues of such company or
(c) stops payment or agrees to declare a
moratorium or becomes or is deemed
to be insolvent or unable to pay its
debts within the meaning of section
123 Insolvency Act 1986 or
6
<PAGE>
(d) without prior Consent ceases or
threatens to cease to carry on its
business in the normal course or
(iv) being an individual:
(a) is the subject of a bankruptcy
petition or bankruptcy order or
(b) is the subject of an application or
order or appointment under section
253 or section 273 or section 286
Insolvency Act 1986 or
(c) is unable to pay or has no
reasonable prospect of being able to
pay his debts within the meaning of
sections 267 and 268 Insolvency Act
1986
(d) any event occurs or proceedings are taken with
respect to the Tenant or any guarantor of the
Tenant's obligations under this Lease (including the
Surety) in any jurisdiction to which it is subject
which has an effect equivalent or similar to any of
the events mentioned in clause 5.1(c)
then and in any of such cases the Landlord may at any time
(and notwithstanding the waiver of any previous right of
re-entry) re-enter the Premises whereupon this Lease shall
absolutely determine but without prejudice to any right of
action of the Landlord in respect of any previous breach by
the Tenant of this Lease
5.2 NOTICES
Any notice under this Lease shall be in writing and any notice
(a) to the Tenant or the Surety shall be deemed to be
sufficiently served if
(i) left addressed to the Tenant or the Surety
on the Premises or
(ii) sent to the Tenant or the Surety by post at
the last known address or (if a Company)
registered office of the Tenant or the
Surety and
(b) to the Landlord shall be deemed to be sufficiently
served if
(i) sent to the Landlord by post at the last
known address or (if a Company) registered
office of the Landlord
(ii) whilst the reversion immediately expectant
on the determination of the Term is vested
in the original Landlord (as named herein)
7
<PAGE>
addressed to the Landlord's Senior Bursar
and delivered to him personally or sent to
him by post
5.3 RENT ABATEMENT
(a) If the Premises are destroyed or rendered wholly or
partly unfit for use by any of the Insured Risks then
(provided the destruction or damage is not caused by
the act or default of the Tenant or any person on the
Premises with the Tenant's express or implied
authority or any predecessor in title of any of them
so that the insurance policy effected by the Landlord
is vitiated or payment of any part of the policy
money is withheld) the whole or a fair proportion of
the Basic Rent and (in the case of the Premises being
wholly unfit for use) the rents specified in
paragraphs 2 and 3 of schedule 3 according to the
extent of the damage sustained shall cease to be
payable for the shorter of a period of three years or
the period during which the Premises remain unfit for
use and any dispute with reference to this proviso
shall be referred to arbitration in accordance with
the Arbitration Act 1996
(b) If the Premises are destroyed aforesaid and are not
rendered fit for use by the expiration of three years
from the date of the damage or destruction the Tenant
shall be entitled to terminate this Lease by notice
served at any time within three months of the end of
that period and upon service of such notice the Lease
shall immediately determine and absolutely cease but
without prejudice to any rights or remedies that may
have accrued to either party against the other in
respect of any breach of any of its covenants and
conditions contained in this Lease
5.4 PART II LANDLORD AND TENANT ACT 1954
If this Lease is within Part II of the Landlord and Tenant Act
1954 then subject to the provisions of subsection (2) of
section 38 of that Act neither the Tenant nor any assignee or
undertenant of the Term or of the Premises shall be entitled
on quitting the Premises to any compensation under section 37
of that Act
5.5 WARRANTIES
The Tenant hereby acknowledges and admits that the Landlord
has not given or made any representation or warranty that the
use of the Premises herein authorised is or will remain a
permitted use under the Planning Acts
5.6 LANDLORD'S POWERS TO DEAL WITH THE LANDLORD'S NEIGHBOURING
PREMISES
Notwithstanding anything herein contained the Landlord and all
persons authorised by the Landlord shall have power without
obtaining any consent from
8
<PAGE>
or making any compensation to the Tenant to deal as the
Landlord may think fit with the Estate and the Landlord's
Neighbouring Premises 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 in the exercise of such power
the Landlord will not so far as the Landlord is able
substantially restrict access to and from the Premises to
employees and potential customers of the Tenant during
normal business hours
5.7 ARBITRATION
(Unless the Lease otherwise provides) if any dispute or
difference shall arise between the parties hereto touching
these presents or the rights or obligations of the parties
hereunder such dispute and difference shall in the event of
this Lease expressly so providing and otherwise may by
agreement between the parties be referred to a single
arbitrator to be agreed upon by the parties hereto or in
default of agreement to be nominated by the President or Vice
President for the time being of the Royal Institution of
Chartered Surveyors on the application of any party in
accordance with and subject to the provisions of the
Arbitration Act 1996
5.8 LANDLORD'S OBLIGATION
Nothing herein contained shall render the Landlord liable
(whether by implication of law or otherwise howsoever) to do
any act or thing which the Landlord has not expressly
covenanted to carry out provide or do in schedule 5
5.9 VALUE ADDED TAX PROVISO
Any consideration on supplies made by the Landlord under this
Lease is exclusive of value added tax (or any substituted tax)
6. EXCLUSION OF SECURITY OF TENURE
Having been so authorised by an Order of the Mayor's and City of London
Court dated 1999 under the provisions of section 38(4) of the Landlord
and Tenant Act 1954 the parties agree that sections 24 to 28
(inclusive) of that Act shall be excluded in relation to this Lease
7. NO AGREEMENT FOR LEASE
We hereby certify that there is no agreement for lease to which this
Lease give effect
9
<PAGE>
8. SURETY'S COVENANT
The Surety (in consideration of this demise having been made at the
Surety's request) hereby covenants with the Landlord (as principal and
not merely as guarantor) that the Surety will observe and perform the
covenants agreements and declarations set out in schedule 6
9. PROPER LAW
9.1 This Lease shall be governed by English Law and the Tenant and
the Surety irrevocably submit to the non-exclusive
jurisdiction of the English Courts
9.2 The Surety irrevocably authorises and appoints Cameron McKenna
of Mitre House 160 Aldersgate Street London ECIA 4DD (ref:
IGH) (or such other firm of solicitors resident in England and
Wales as it may from time to time by written notice to the
Landlord substitute) to accept service of all legal process
arising out of or connected with this Lease and service on
Cameron McKenna (or such substitute) shall be deemed to be
service on the Surety
SCHEDULE L
THE PROPERTY AND RIGHTS INCLUDED IN THIS DEMISE
PART 1 - THE PROPERTY
ALL THAT piece or parcel of land forming part of Cambridge Science Park
known as Unit 22 as the same is more particularly delineated on the Plan and
thereon edged red together with the buildings standing thereon or on some part
thereof
PART 2 - THE RIGHTS
1. RIGHT TO SERVICES
1.1 At all times hereafter the right of passage and running of
appropriate services (including but not limited to gas water
electricity telecommunication surface water and foul water)
through the Service Channels now under or across the Estate or
the Landlord's Neighbouring 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 Tenant and the Tenant's lessees and employees as may from
time to time be reasonably required for the purpose of laying
inspecting cleansing repairing maintaining renewing or adding
to such Service Channels or any of them but the enjoyment of
the aforesaid 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 or the Landlord's Neighbouring Premises thereby
occasioned with reasonable dispatch
10
<PAGE>
2. RIGHT OF WAY
2.1 The right of way for all purposes reasonably necessary for the
use and enjoyment of the Premises for the purposes herein
authorised but not further or otherwise with or without
vehicles over the roadways coloured brown on the Plan
3. RIGHT TO PARK
3.1 The right to park 82 cars within such areas of the adjoining
car park or such other part or parts of the Estate (at the
Landlord's absolute discretion) as are from time to time
specified by the Landlord
4. RIGHT TO SUPPORT
4.1 The right of support and shelter from the Estate and the
Landlord's Neighbouring Premises
SCHEDULE 2
PART 1 - EXCEPTIONS AND RESERVATIONS IN FAVOUR OF THE LANDLORD
1. RIGHT TO SERVICES
1.1 At all times hereafter the right of passage and running of
appropriate services through the Service Channels forming part
of 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 following reasonable
prior notice (save in emergency) for the Landlord the Surveyor
and the Landlord's lessees and employees and all persons from
time to time authorised by the Landlord as may from time to
time be reasonably required for the purpose of laying
inspecting cleansing repairing maintaining renewing or adding
to such Service Channels or any of them but the enjoyment of
the aforesaid rights shall be subject to the 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
2. RIGHT TO LIGHT AND AIR
2.1 The Tenant shall not be entitled to any right of access of
light or air to the Premises which would restrict or interfere
with the user of the Estate or any of the Estate or the
Landlord's Neighbouring Premises for building or otherwise
howsoever
11
<PAGE>
3. RIGHT TO SUPPORT
3.1 The right to support and shelter and all other rights and
privileges in the nature of easements and quasi-easements now
or hereafter belonging to or enjoyed by the Estate or the
Landlord's Neighbouring Premises
4. RIGHT TO ENTER
4.1 At all times during the Term the right with or without the
Surveyor the Landlord's employees and workmen and any persons
authorised by them to enter the Premises for the purpose of
doing any act matter or thing in respect of which the Landlord
is permitted entry to the Premises under schedule 4 upon the
terms therein stated and for all such other requirements of
the Landlord as in the opinion of the Landlord shall be
reasonably necessary such reservation to be in addition to and
not in substitution for or limitation of any other rights
exceptions or reservations to which the Landlord is entitled
hereunder
5. RIGHT TO ENTER TO CULTIVATE
5.1 A right of access at all times together with the Surveyor the
Landlord's employees servants workmen and all persons
authorised by the Landlord to all such parts of the Premises
as shall from time to time be unbuilt upon for the purpose of
cultivating planting maintaining and landscaping the same in
such manner as shall in the absolute discretion of the
Landlord from time to time seem appropriate
PART 2 - EXISTING ENCUMBRANCES
1. The easements rights covenants and other matters contained or referred
to in the Planning Agreements and the following documents:
<TABLE>
<CAPTION>
DATE DOCUMENT PARTIES
<S> <C> <C>
28th October 1957 Deed The Landlord (1)
Eastern Gas Board (2)
</TABLE>
2. All easements rights covenants and other matters relating to the foul
sewer and manhole across the north east comer of the Premises
3. All other easements rights covenants and other matters affecting the
Premises
12
<PAGE>
SCHEDULE 3
RENTS PAYABLE UPON DEMAND
1. INSURANCE RENT
1.1 A sum or sums of money equal to the amount or amounts which
the Landlord shall from time to time incur in or in respect of
effecting or maintaining the insurance of the Premises in
accordance with the Landlord's covenant contained in paragraph
2 of schedule 5 and all professional fees which the Landlord
may from time to time incur in connection with the valuation
of the Premises for insurance purposes
2. RENT FOR COMMON PARTS
2.1 A proper proportion attributable to the Premises of the
reasonable cost and expense properly incurred of making
repairing maintaining renewing rebuilding cleansing and
operating all ways roads pavements Service Channels yards
bicycle stores vehicle parks and gardens fences party walls
and structures and any installations equipment fittings
fixtures easements appurtenances or conveniences which shall
belong to or be used by the Premises in common with the Estate
and the Landlord's Neighbouring Premises and with any other
premises adjoining or neighbouring or over or under the
Premises (or any of them) (but excluding anything comprised in
the service rent) including architect's and surveyor's fees
properly incurred in connection with such works (such proper
proportion to be certified by the Surveyor whose certificate
shall be final and binding on the Tenant)
3. SERVICE RENT
3.1 A service rent in respect of
(a) The maintenance repair cultivation and management of
the Estate including all roads ways and paths service
channels amenity grounds and cultivated areas
(whether situate thereon or otherwise serving the
same) and
(b) All such other matters whatsoever which in the
opinion of the Surveyor (acting reasonably) shall be
necessary to maintain high standards for a
development of such a character including (without
prejudice to the generality hereof) a notional figure
as certified by the Surveyor equivalent to the
reasonable market rental for the time being of any
premises provided by the Landlord on the Estate being
used or occupied (whether with or without rental) to
enable the Landlord the Surveyor and their respective
servants or employees to implement and carry out such
maintenance repairs cultivation and management of the
Estate and all
13
<PAGE>
other matters as aforesaid but less any rental
thereof received by the Landlord
such service rent to be in the reasonable opinion of the
Surveyor such as shall be just and equitable in all the
circumstances PROVIDED ALWAYS THAT such service rent shall not
include any sum in respect of the cost of the initial laying
out or construction of the matters referred to in paragraphs
3.1(a) and 3.1(b) above or any work or costs arising out of or
in connection with such initial construction
4. INTEREST ON ARREARS
4.1 Interest on any monies payable by the Tenant to the Landlord
under any covenant or provision of this Lease which remain
unpaid for seven days shall be payable by the Tenant such
Interest to be calculated from the date when such monies were
due until the date when such monies are received by the
Landlord PROVIDED THAT the provisions of this paragraph 4.1
shall not prejudice any rights or remedies of the Landlord in
respect of any breach of any of the covenants on the part of
the Tenant herein contained
5. INSURANCE EXCESS
5.1 If a claim arising under any policy of insurance effected by
the Landlord upon the Premises shall be subject to any
insurance excess the Tenant shall reimburse or otherwise
indemnify the Landlord against the amount of such excess
SCHEDULE 4
TENANT'S COVENANTS
1. TO PAY RENT
1.1 To pay to the Landlord the rents hereby reserved at the times
and in the manner herein appointed for payment thereof without
any deduction set off or (except as provided by clause 5.3 of
this Lease) abatement whatsoever and to pay the Basic Rent by
standing order to the U.K. bankers of the Landlord or as it
shall direct
2. TO PAY OUTGOINGS
2.1 To pay and discharge all rates taxes duties assessments
charges impositions outgoings whatsoever (whether
parliamentary local public utility or of any other description
and whether or not of a recurrent nature) now or at any time
during the Term taxed assessed charged imposed upon or payable
in respect of the Premises or any part thereof or by the
Landlord or Tenant or owner or occupier in respect thereof
other than in relation to a dealing with the Landlord's
reversion
14
<PAGE>
3. TO REPAIR AND DECORATE
3.1 Well and substantially to cleanse maintain and repair the
Premises and every part thereof (including all additions
thereto and all fixtures fittings plant and machinery therein
and improvements thereto and the Service Channels forming part
of the Premises and exclusively serving the Premises and the
boundary structures (if any) of the Premises) and the drains
connecting the Premises to and as far as the common drain
3.2 As and when reasonably required by the Landlord to clean (and
repoint where appropriate) all external surfaces of the
buildings from time to time comprised in the Premises
3.3 Without prejudice to the generality of paragraphs 3.1 and 3.2
to paint (or otherwise decorate) with two coats at least of
best paint (or other suitable materials) all such parts of the
Premises as have been usually painted (or otherwise decorated)
such painting (or other decoration) to be
(a) as to the outside in the years 2001 and 2004 of the
Term and with such colours as have been approved by
the Surveyor and
(b) as to the inside in the fifth year of the Term
and otherwise as the Landlord may reasonably so require
3.4 Not to remove or damage any of the Landlord's fixtures and
fittings in the Premises and to replace with similar articles
of at least equal quality such fixtures and fittings as may be
lost or worn out or become unfit for use
PROVIDED THAT all work referred to in this paragraph 3 shall
be done in a good and workmanlike manner and to the reasonable
satisfaction of the Surveyor AND PROVIDED FURTHER THAT the
liability of the Tenant under this paragraph shall not extend
to damage caused by any of the Insured Risks unless the
insurance shall have been vitiated or insurance monies
rendered irrecoverable in whole or in part by any act omission
neglect or default of the Tenant any undertenant or their
respective employees servants agents independent contractors
customers visitors licensees invitees or any other person
under the Tenant's or the undertenant's control AND PROVIDED
FURTHER THAT the liability of the Tenant under this paragraph
shall not extend to any work which would result in the
Premises being put into a better state of repair and condition
then shall exist immediately following completion of the
Tenant's New Works
3.5 The Tenant shall give written notice to the Landlord
immediately on becoming aware of:
15
<PAGE>
(a) any damage to or destruction of the Premises or
(b) any defect or want of repair in the Premises
(including without limitation any relevant defect
within the meaning of section 4 Defective Premises
Act 1972) which the Landlord is liable to repair
under this Lease or which the Landlord is or may be
liable to repair under common law or by virtue of any
Enactment
4. NOT TO MAKE ALTERATIONS
4.1 Not to make any alteration or addition to the Premises which
would reduce or otherwise adversely affect the value of the
Landlord's reversionary interest in the Premises or the
prospects of re-letting or the letting or re-letting value
thereof (as to which the decision of the Surveyor shall be
conclusive)
4.2 Without prejudice to the prohibition in paragraph 4.1 not to
demolish the existing buildings comprising the Premises or
construct new buildings or make any alteration addition or
improvement to the Premises whether structural or otherwise
except as expressly permitted under paragraph 4.3
4.3 The Tenant may carry out alterations additions or improvements
to the Premises which do not affect any part of the exterior
or structure of the Premises where:
(a) the Tenant has submitted to the Landlord detailed
plans and specifications showing the works and
(b) the Tenant has given to the Landlord such covenants
relating to the carrying out of the works as the
Landlord may reasonably require (including (but not
limited to) reinstatement of the Premises at the
expiration or sooner determination of the Term)
(c) the Tenant has if so reasonably required by the
Landlord provided the Landlord with suitable security
which will allow the Landlord to carry out and
complete the works if the Tenant fails to do so and
(d) the Tenant has obtained Consent to the works (which
shall not be unreasonably withheld)
PROVIDED THAT the Tenant shall indemnify the Landlord against any
liability for any tax assessed upon the Landlord by reason of any such
alteration erection or addition to the Premises carried out by or on
behalf of the Tenant
4.4 Without prejudice to any other rights of the Landlord
immediately upon the Landlord by notice in writing to that
effect requiring them so to do to remove all additional
buildings erections works alterations or additions whatsoever
to the
16
<PAGE>
Premises for which Consent has not first been obtained
pursuant to the provisions of paragraph 4.3 (herein called
"THE UNAUTHORISED WORKS") and make good and restore the
Premises to the state and condition thereof before the
Unauthorised Works were carried out and if the Tenant shall
neglect to do so for seven days after such notice then it
shall be lawful for the Surveyor the Landlord and the
Landlord's servants contractors agents and workmen to enter
upon the Premises and to remove the Unauthorised Works and to
make good and restore the same to the state and condition
existing before the carrying out of the Unauthorised Works and
all expenses of so doing shall be repaid to the Landlord by
the Tenant within seven days of a written demand in that
behalf
4.5 The Tenant may erect alter or remove demountable partitioning
which does not affect the structure of the Premises or
adversely impact on the operation of the plant within the
Premises without Consent PROVIDED THAT the Tenant provides the
Landlord with full details of such works within a period of
one month after carrying them out
5. TO PERMIT ENTRY
5.1 To permit the Landlord the Surveyor and their respective
workmen and persons duly authorised by them respectively on
reasonable notice (except in emergency) at reasonable hours to
enter the Premises for the purposes of
(a) viewing the same
(b) taking Inventories of the fixtures fittings
appliances and equipment to be yielded up at the
expiration or sooner determination of the Term
(c) inspecting for defects in and recording the condition
of the Premises or any other breaches of covenant on
the part of the Tenant
(d) inspecting cleansing maintaining repairing altering
renewing or adding to the Estate or the Landlord's
Neighbouring Premises or any other premises adjoining
the Premises (whether beside under or over) or any
Service Channels not comprised within the Premises
(e) performing any covenant complying with any condition
or pursuant to any reservation contained in this
Lease
or any other reasonable purpose connected with the management
of the Premises or the Estate or the Landlord's Neighbouring
Premises or the Landlord's interest therein PROVIDED THAT the
Landlord shall make good all damage to the Premises caused by
such entry as soon as practicable without the payment of
compensation to the Tenant
17
<PAGE>
6. TO REPAIR ON NOTICE
6.1 To make good to the reasonable satisfaction of the Surveyor
within two months or sooner if requisite (or immediately in
case of emergency) any defect in the repair or decoration of
the Premises for which the Tenant is liable hereunder or any
other want of compliance with any of the obligations on the
part of the Tenant under this Lease of which the Landlord or
the Surveyor has given notice in writing to the Tenant or left
notice in writing at the Premises
6.2 If the Tenant shall not comply with paragraph 6.1 the Tenant
shall permit the Landlord the Surveyor and their respective
workmen (without prejudice to any other remedy of the
Landlord) to enter the Premises and make good such defect
breach or want of compliance as aforesaid without the payment
of any compensation to the Tenant and all expenses of so doing
(including legal costs and Surveyor's fees properly incurred)
shall be paid by the Tenant to the Landlord on demand and
shall be recoverable as rent in arrear
7. TO PAY LANDLORD'S COSTS
7.1 To pay the Landlord's costs and expenses (including legal
costs and Surveyor's and other professional fees) which in
respect of sub-clauses (d) and (e) shall be reasonable
(a) In or in contemplation of any proceedings relating to
the Premises under sections 146 and/or 147 of the Law
of Property Act 1925 or the preparation and service
of notices thereunder (whether or not any right of
re-entry or forfeiture has been waived by the
Landlord or a notice serviced 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 that forfeiture is avoided
otherwise than by relief granted by the Court)
(b) In the preparation and service of any Schedule of
Dilapidations at any time during the term PROVIDED
THAT no Schedule of Dilapidations shall require the
Tenant to carry out any works which would result in
the Premises being put into a better state of repair
and condition then shall exist immediately following
completion of the Tenant's New Works
(c) In connection with the recovery of arrears of rent
due from the Tenant hereunder (including but not
limited to bailiff's commission incurred by the
Landlord of and incidental to every distress levied
by the Landlord on the Tenant's goods for the
recovery of overdue rent or other sums due under this
Lease)
18
<PAGE>
(d) In connection with approving plans and specifications
required hereunder and the supervision and inspection
of alterations erections additions and any other
works carried out by the Tenant and any undertenant
(e) Reasonably incurred in respect of any application for
Consent required by this Lease whether or not such
Consent is granted
8. AS TO USE AND SAFETY
8.1 Not to keep or use or permit or suffer to be kept or used on
the Premises any materials which are inflammable explosive or
otherwise dangerous nor any machinery apparatus or equipment
or any other thing which may attack or in any way injure by
percolation corrosion vibration excessive weight strain or
otherwise the surfaces floors ceilings roofs contents or
structure of any building comprised therein and in the Estate
or in the Landlord's Neighbouring Premises (or either of them)
the keeping or using whereof may contravene any Enactments
PROVIDED THAT small quantities of chemicals and other
substances used by the Tenant in connection with the permitted
use of the Premises may be kept and used in accordance with
the relevant Enactments and codes of practice and with any
recommendations of the Landlord's insurers which have been
notified to the Tenant
9. NOT TO USE FOR UNLAWFUL OR ILLEGAL PURPOSES OR CAUSE NUISANCE
9.1 Not to
(a) use or permit or suffer the Premises or any part
thereof to be used for any unlawful illegal or
immoral purpose or 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 opinion of
the 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 or for an auction or for any noisy noxious
or offensive trade or business and
(b) do or permit or suffer to be done on the Premises or
any part thereof anything which may be or become or
cause an annoyance inconvenience nuisance damage
disturbance injury or danger of or to the Landlord or
the owners lessees or occupiers of any premises in
the neighbourhood or which in the opinion of the
Landlord acting reasonably might be detrimental to
the use or development of the Premises the Estate and
of any Landlord's Neighbouring Premises (of any of
them) and to pay to the Landlord all reasonable costs
charges and expenses which may be properly
19
<PAGE>
incurred by the Landlord in abating any nuisance on
or arising from the Premises and executing all works
as may be necessary for such purpose
(c) use any radio television video or sound system
audible outside the Premises or play or suffer to be
played any musical instrument audible outside the
Premises
10. NOT TO RESIDE
10.1 Not to reside on 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
11. AS TO USER
11.1 Not to use the Premises or any part thereof other than for a
purpose appropriate to a Science Park that is to say any one
or more of the following uses:
(a) scientific research associated with industrial
production
(b) light industrial production of a kind which is
dependent on regular consultation with either or
both of the following:
(i) the Tenant's own research development and
design staff established in the Cambridge
Study Area
(ii) the scientific staff or facilities of the
University or of local scientific
institutions
(c) ancillary buildings and works appropriate in the sole
opinion of the Landlord to the use of the Premises as
an integral part of a Science Park
12. TO KEEP OPEN AND SECURITY
12.1 Not to permit the Premises to remain vacant or unattended
unless it is first made fully secure
12.2 To indemnify the Landlord against any empty property rate or
penal rate levied or assessed upon the Landlord by reason of
the Premises having been left empty
12.3 To ensure that the Landlord at all times has written notice of
the name and address and telephone number of at least one
keyholder of the Premises
20
<PAGE>
13. DISPLAYS AND ADVERTISEMENTS
13.1 Not to display or permit to be displayed on any part of the
Premises so as to be visible outside the Premises any name
writing notice sign placard sticker or advertisement of
whatsoever nature other than a notice or sign (not being a
"Neon" notice or sign or any notice or sign of a similar
nature) displaying the name of the Tenant and the name of the
building comprised within the demise (if any) first approved
in writing by the Landlord such approval not to be
unreasonably withheld or delayed and not to place leave or
install any merchandise or display outside the Premises and on
any breach by the Tenant the Landlord the Surveyor and their
respective workmen may without notice and without prejudice to
any other remedy of the Landlord remove the cause of the
breach of this covenant and shall not be liable to make good
any loss or pay compensation for so doing
14. TO KEEP CLEAN
14.1 Not to allow any rubbish or refuse of any description to
accumulate upon the Premises save in suitably located dustbins
provided by the Tenant for that purpose and so often as it
shall be necessary or desirable and in any event at least once
a week to cause such dustbins to be emptied
14.2 Generally to keep the Premises (including but not limited to
forecourts roads and paths) clean and tidy and properly
lighted internally and externally
14.3 To clean the inside and outside of all windows in the Premises
at least once each month
14.4 Not to bring or keep or suffer to be brought or kept upon the
Premises anything which in the opinion of the Landlord acting
reasonably are or may become unclean unsightly or detrimental
to the Premises the Estate or the Landlord's Neighbouring
Premises and nearby premises (or any of them)
14.5 Not to discharge into any Service Channels oil grease solids
or other deleterious matter or any substance which might be or
become a source of danger or injury to the drainage system of
the Premises the Estate or the Landlord's Neighbouring
Premises (or any of them) or which may pollute the water of
any watercourse so as to render the Landlord liable to action
or proceedings by any person or body and generally to keep the
Service Channels comprised within the demise unobstructed
15. TO COMPLY WITH ENACTMENTS AND GIVE NOTICE
15.1 At the Tenant's own expense to comply with the provisions and
requirements of all Enactments or as prescribed or required by
any competent authority court or
21
<PAGE>
body so far as they relate to or affect the Premises or the
owner or occupier thereof
15.2 At the Tenant's own expense to do all works and all other
things so as to comply with paragraph 15.1 above including
(without prejudice to the generality of the foregoing) the
obtaining of any fire certificate required for the Premises
15.3 Within seven days of receipt of notice thereof to give to the
Landlord particulars of any provision or requirement of all
Enactments or as prescribed or required by any competent
authority court or body or proposal therefor relating to the
Premises the Estate or the Landlord's Neighbouring Premises
(or any of them) or the condition or use thereof respectively
and at the request of the Landlord (but at the cost of the
Tenant) to make or join with the Landlord in making such
objection or representation against any such proposal as the
Landlord shall deem expedient
15.4 To pay to the Landlord upon demand a due proportion of all
reasonable costs charges and expenses (including the
Surveyor's and other professional advisers' fees) properly
incurred by the Landlord of or incidental to
(a) complying with all provisions and requirements of all
Enactments or as prescribed or required by any
competent authority court or body and
(b) doing all works and other things so as to comply
therewith
so far as the same relate to any premises capable of being
used or enjoyed by the Tenant in common or jointly with any
other person or the use thereof
16. TO COMPLY WITH THE PLANNING ACTS
16.1 At all times during the Term to comply in all respects with
the provisions and requirements of the Planning Acts and any
regulations or orders made thereunder and all licences
consents permissions and conditions (if any) granted or
imposed thereunder so far as the same respectively relate to
or affect the Premises or any part thereof and to keep the
Landlord fully and effectually indemnified against all actions
proceedings damages costs expenses claims and demands
whatsoever in respect of or arising out of any contravention
of the Planning Acts and against the cost of any permissions
and consents thereunder and the implementation thereof
16.2 In the event of the Landlord giving Consent to any of the
matters in respect of which the Landlord's Consent shall be
required pursuant to the provisions of any covenant or
condition contained in this Lease to apply at the cost of the
Tenant to the local and planning authorities for all necessary
consents and permissions in connection therewith and to give
notice to the Landlord of the granting or refusal
22
<PAGE>
(as the case may be) of all such consents and permissions
forthwith on the receipt thereof
16.3 In the event of the said Planning Authority agreeing to grant
such necessary consent or permission only with modifications
or subject to conditions to give to the Landlord forthwith
full particulars of such modifications or conditions AND if
such modifications or such conditions shall in the reasonable
opinion of the Landlord be undesirable then the Tenant shall
not implement or proceed with the matters works or change of
use to which the application relates
16.4 If the Tenant shall receive any compensation in respect of the
Premises under or by virtue of the Planning Acts forthwith to
make such provision as is just and equitable for the Landlord
to receive their due benefit from such compensation
16.5 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
16.6 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Premises by a date
subsequent to such expiration or sooner determination as a
condition of the grant of any planning permission obtained by
the Tenant during the Term
17. INSURANCE
17.1 Not to do or omit to do (or permit or suffer to be done or
omitted to be done) anything whereby the policy or policies of
insurance on the Premises against the Insured Risks may become
void or voidable or whereby the rate of premium thereon or
upon the Estate or the Landlord's Neighbouring Premises (or
any of them) may be increased or cause the insurers to impose
more onerous terms in such policy or policies and to repay to
the Landlord all sums paid by way of increased premiums and
any expenses incurred by the Landlord in or about any renewal
of such policy or policies consequent upon a breach of this
covenant and all such sums shall be added to the rent herein
reserved and be recoverable upon demand as rent and in the
event of the Premises or any part thereof being damaged by the
Insured Risks and the insurance money under any insurance
effected against the same being wholly or partly irrecoverable
by reason solely or in part of any act omission neglect or
default of the Tenant or any undertenant or their respective
employees servants agents independent contractors customers
visitors licensees invitees or any other person under the
Tenant's or the undertenant's control then and in every such
case the Tenant will forthwith pay to the Landlord the whole
or (as the case may require) an appropriate proportion of the
costs of completely rebuilding and reinstating the Premises
23
<PAGE>
17.2 To comply with any requirements or recommendations of the
insurers of the Premises
17.3 To insure and keep insured in the joint names of the Landlord
and the Tenant the plate and other glass windows doors and
partitions in the Premises against breakage or damage
howsoever caused in its full reinstatement value for the time
being with some Insurance Office approved in writing by the
Landlord and whenever so required to produce to the Landlord
the policy of such insurance and the receipt for the current
year's premium
17.4 On each occasion that the plate or other glass if broken or
damaged to reinstate the same forthwith with glass of at least
the same nature thickness and quality
18. TO INDEMNIFY
18.1 To keep the Landlord fully and effectually indemnified from
and against all liability in respect of losses damages
proceedings claims costs expenses and any other liability
whatsoever arising from or in connection with
(a) the injury or death of any person
(b) damage to or destruction of any property whatsoever
(c) the infringement disturbance or destruction of any
rights easements or privileges
(d) the breach by the Tenant of any of the terms
covenants and conditions on the part of the Tenant
herein contained
arising directly or indirectly out of:
(i) the repair condition or use of the Premises
or of any alteration to the Premises or
works carried out or in the course of being
carried out to the Premises by the Tenant
its undertenants their respective employees
customers and invitees and anyone else under
their potential control
(ii) anything now or hereafter attached to or
projecting from the Premises
(iii) any act default or negligence of any
person or body other than the Landlord
and to insure against such liability in a reputable Insurance
Office
24
<PAGE>
19. DEALINGS WITH THE PREMISES
19.1 Unless expressly permitted under paragraph 19.9 or by a
Consent granted under paragraphs 19.2 19.3 or 19.4 or the
Tenant shall not assign underlet charge part with or share
possession or occupation of all or any part of the Premises
nor hold the Premises on trust for any other person
19.2 The Landlord shall not unreasonably withhold Consent to a
legal charge of the whole of the Premises
19.3 The Landlord shall not unreasonably withhold Consent to an
assignment of the whole of the Premises but the Landlord and
the Tenant agree for the purposes of section 19(1A) Landlord
and Tenant Act 1927 that the Landlord may withhold that
Consent unless the following conditions are satisfied:
(a) in relation to either a prospective assignee or any
prospective guarantor or guarantors
(i) that party shall in the reasonable opinion
of the Landlord be a substantial and
respectable body or person whose registered
office principal place of business or
address is within the United Kingdom and
(ii) that party has submitted references
reasonably satisfactory to the Landlord
(b) the prospective assignee is not a Group Company or a
Connected Person unless the proposed assignment is to
a Group Company in connection with a bona fide
reconstruction or amalgamation of the Tenant's group
of companies
(c) in the reasonable opinion of the Landlord the
prospective assignee is of sufficient financial
standing to enable it to comply with the Tenant's
covenants in this Lease
(d) the Tenant and the Surety (and any former Tenant or
Surety who by virtue of there having been an
"excluded assignment" as defined in section 11 of the
Landlord and Tenant (Covenants) Act 1995 has not been
released from the Tenant's covenants in this Lease)
enters into an authorised guarantee agreement within
the meaning of the Landlord and Tenant (Covenants)
Act 1995 with the Landlord in the form set out in
schedule 7 or on such other terms as the Landlord may
reasonably require
(e) if the Landlord reasonably requires a guarantor or
guarantors acceptable to the Landlord acting
reasonably has guaranteed to the Landlord the due
25
<PAGE>
performance of the prospective assignee's obligations
in the form set out in schedule 6 or on such other
such terms as the Landlord may reasonably require and
(f) any security for the Tenant's obligations under this
Lease which the Landlord holds immediately before the
assignment is continued or renewed if the Landlord
reasonably so requires and in each case on such terms
as the Landlord may reasonably require in respect of
the Tenant's liability under the authorised guarantee
agreement referred to in paragraph 19.3(d) (but this
paragraph shall not apply to any authorised guarantee
agreement entered into by a former Tenant or by any
guarantor of a former Tenant) and
(g) any sum due from the Tenant to the Landlord under
this Lease (or any deed of variation licence Consent
or other document supplemental to or associated with
this Lease) is paid and any other material breach of
the Tenant's covenants in this Lease (or any deed of
variation licence Consent or other document
supplemental to or associated with this lease) is
remedied; and
(h) the Landlord has received an undertaking from the
Tenant's solicitors for an amount not exceeding a
fixed sum reasonably estimated by the Landlord's
solicitors in respect of costs to be incurred in such
form as the Landlord may reasonably require to pay
the Landlord on demand the reasonable legal and
surveyor's costs and disbursements (including Value
Added Tax) incurred by the Landlord in considering
the Tenant's application and preparing negotiating
and entering into any relevant documentation whether
or not the application is withdrawn or the Consent is
granted
19.4 The Landlord shall not unreasonably withhold Consent to an
underletting of the whole or any Lettable Unit where all of
the following conditions are satisfied:
(a) the prospective undertenant has produced references
in a form reasonably acceptable to the Landlord
(b) the prospective undertenant has covenanted with the
Landlord to observe and perform until it assigns the
underlease with Consent as required by the underlease
the Tenant's covenants and obligations in this Lease
(except the covenant to pay rent and insofar only as
such covenants affect the underlet premises)
(c) if the Landlord reasonably requires a guarantor or
guarantors acceptable to the Landlord has guaranteed
the due performance by the undertenant of its above
covenant in such terms as the Landlord may reasonably
require and
26
<PAGE>
(d) no fine or premium is taken for the grant of the
underlease and
(e) the basic rent payable under the underlease is not
less than the greater of the best rent reasonably
obtainable in the open market for the underlease and
a due proportion of the Basic Rent and
(f) any rent free period or other financial inducements
given to the undertenant are no greater than is usual
at the time in all the circumstances and
(g) the form of the underlease has been approved in
writing by the Landlord (approval not to be
unreasonably withheld or delayed where the provisions
of it are consistent with the provisions of this
Lease)
(h) any such underlease shall be excluded from the
operation of sections 24-28 Landlord and Tenant Act
1954
(i) the total number of such underleases which may
subsist at any time during the Term shall not exceed
three and
(j) any such underlease shall contain provisions enabling
the Tenant (as lessor) to recover from the
undertenant by way of rent a due proportion of the
sums due under this Lease in respect of insurance of
the Premises and of the cost to the Tenant or
repairing decorating and operating the Premises
(k) any such underlease shall preclude further
underletting of all or part of the underlet premises
and
(l) any such underlease shall contain any upwards only
rent review at 29th September 2003
19.5 The Tenant shall:
(a) enforce against any undertenant the provisions of any
underlease and shall not waive them and
(b) operate the rent review provisions contained in any
underlease so as to ensure that the rent is reviewed
at the correct times and in accordance with those
provisions
(c) not accept a surrender of part only of the underlet
premises
19.6 The Tenant shall not without Consent (which shall not be
unreasonably withheld):
27
<PAGE>
(a) vary the terms of any underlease or
(b) agree any review of the rent under any underlease
19.7 The Tenant shall not require or permit any rent reserved by
any underlease to be commuted or to be paid more than one
quarter in advance or to be reduced
19.8 Any Consent granted under this paragraph 19 shall (unless it
expressly states otherwise) only be valid if the dealing to
which it relates is completed within two months after the date
of the Consent
19.9 The Tenant may (after giving written notice to the Landlord
containing all relevant information) share occupation of the
Premises with any Group Company on condition that the sharing
shall not create any relationship of landlord and tenant and
that on any occupier ceasing to be a Group Company the
occupation shall immediately cease or shall be otherwise
documented in accordance with this paragraph 19
20. TO GIVE NOTICE OF ASSIGNMENTS, DEVOLUTIONS ETC.
20.1 To produce a certified copy of every assignment underlease
transfer charge Probate Letters of Administration order
instrument or other writing effecting or evidencing any
transmission or devolution of any estate or interest in the
Premises or any part thereof to the solicitors of the Landlord
for registration within one month from the date thereof and to
pay to the Landlord's solicitors their reasonable fees for
each such registration
20.2 Within seven days of an assignment of this Lease to give to
the Landlord written notice of the person to whom future rent
demands should be sent
20.3 Upon being requested so to do by the Landlord from time to
time to supply the Landlord with such details of the occupiers
of the Premises and the terms upon which they occupy
21. AS TO LOSS OR ACQUISITION OF EASEMENTS
21.1 Not to permit any easement or right comprised in belonging to
or used with the Premises or any part thereof from being
obstructed or lost
21.2 Not to give to any third party any acknowledgement that the
Tenant enjoys the access of light to any of the windows or
openings in the Premises by the consent of such third party
nor to pay to such third party any sum of money nor to enter
into any agreement with such third party for the purpose of
inducing or binding such third party to abstain from
obstructing the access of light to any such windows or
openings
28
<PAGE>
21.3 To take all such steps as may be necessary to prevent the
acquisition of any easement or right against over upon or
under the Premises or any part thereof and any encroachment
thereon and to give to the Landlord immediate notice of any
encroachment or threatened encroachment upon the Premises or
any attempt to acquire any easement or right under or over the
Premises which shall be within the Tenant's knowledge and to
do all such things as may be necessary to prevent any
encroachment being made or any new easement being acquired
22. TO PRODUCE PLANS/DOCUMENTS
22.1 If and whenever reasonably called upon so to do to produce to
the Landlord or the Surveyor all such plans documents or other
evidence as the Landlord may from time to time require to
satisfy themselves that the Tenant has complied in all
respects with the provisions of the Tenant's covenants herein
23. NOT TO INTERFERE WITH RESERVED RIGHTS
23.1 Not to interrupt or interfere with the reasonable exercise of
the rights contained or referred to in schedule 2
24. TO PERMIT ENTRY FOR RELETTING ETC.
24.1 During the last six months before the expiration or sooner
determination of the Term or after the expiration thereof (or
at any time during the Term in the event of a sale of the
Landlord's interest in the Premises) to permit the Landlord
and the Surveyor to enter upon the Premises following
reasonable prior notice and to affix upon any suitable part or
parts thereof a notice board or boards for reletting or other
disposal of the Premises and not to remove or obscure the same
and at all reasonable times in the daytime to permit all
persons authorised by the Landlord or the Surveyor to enter
and inspect the Premises following reasonable prior notice
25. TO YIELD UP
25.1 At the expiration or sooner determination of the Term
peaceably and quietly to surrender and yield up to the
Landlord the Premises (together with all keys thereto) with
vacant possession so repaired maintained decorated cleansed
glazed painted and kept as herein provided and if so required
by the Landlord to remove such tenants and trade fixtures as
the Landlord may specify the Tenant making good all damage
caused by the removal of these to the satisfaction of the
Surveyor PROVIDED THAT if this Lease shall expire by effluxion
of time (but not earlier) then the Tenant shall not be
required to carry out any such repairs decoration or other
works
29
<PAGE>
26. NEW SURETY
26.1 If during the Term any surety (which expression in this
paragraph 26 includes any guarantor) for the time being of the
Tenant's obligations under this lease (or any of them if there
is more than one):
(a) (being an individual) dies has a bankruptcy order
made against the surety or an interim receiver
appointed in respect of the surety's property; or
(b) (being a company) enters into liquidation has an
administration order made in respect of the surety or
has a receiver (administrative or otherwise)
appointed of any of the surety's undertaking or
assets
the Tenant in respect of which the surety was provided will give the
Landlord notice of that fact within fourteen days of occurrence of the
event and if required by the Landlord will within twenty eight days of
the event procure that some other person acceptable to the Landlord
enters into a deed of covenant with the Landlord in the same terms
(mutatis mutandis) as the original surety
27. AS TO VALUE ADDED TAX
27.1 On demand to discharge any liabilities of the Landlord
relating to value added tax (or any substituted tax) in
respect of any supply of goods or services for value added tax
purposes made pursuant to or in consequence of this Lease
27.2 For the purposes of this paragraph:
(a) "VAT" means value added tax or any tax charged in
addition to or substitution for it
(b) "VAT ACT" means the Value Added Tax Act 1994
(c) any reference to a statute or statutory instrument
includes a reference to any later statute or
statutory instrument replacing or amending it
27.3 The Tenant covenants
(a) to be at the time of grant of this Lease and to
remain at all times during the Term and at any time
any supply under this Lease is made to the Tenant a
taxable person within the meaning of the VAT Act; and
(b) not to use or intend to use or permit the use of the
Premises at any time during the Term for any purpose
or purposes other than eligible purposes (within the
meaning of Article 3A of Schedule 10 VAT Act)
30
<PAGE>
27.4 The parties intend that the supplies effected by this Lease
are standard rated for VAT purposes and the Tenant covenants
not to negate or challenge the treatment of such supplies as
standard rated for VAT purposes
28. AS TO MAINTENANCE CONTRACTS
28.1 Where there are within the Premises any lifts hoists boilers
or air-conditioning or central heating installations to enter
into and maintain throughout the Term maintenance and safety
contracts with reputable engineers for the maintenance and
safety of the same and to produce to the Landlord on demand
any such contract and the receipt for the current payments or
premiums thereunder
29. STATUTORY ACQUISITIONS
29.1 Not to do or omit to do any act matter or thing as a
consequence whereof the Landlord's reversion immediately
expectant upon the determination of the Term shall become
liable to acquisition pursuant to any Enactments
30. FIRE FIGHTING APPLIANCES
30.1 To keep the Premises sufficiently supplied and equipped with
such suitable fire fighting and extinguishing appliances as
shall from time to time be required by law or by the local or
other competent authority and by the Landlord's insurers and
such appliances shall be open to inspection and shall be
properly maintained and also not to obstruct the access to or
means of working such appliances or the means of escape from
the Premises in case of fire
31. EXISTING ENCUMBRANCES
31.1 To observe and perform all covenants in respect of the
Premises arising from the Existing Encumbrances so far as they
affect the Premises and are still subsisting
32. NOT TO OBSTRUCT
32.1 Not to permit any vehicles under the Tenant's express or
implied control or that of the Tenant's undertenants their
respective employees customers and invitees or anyone else
under their respective control to stand on the roadways
comprised within the Estate or on any other part of the Estate
except on such parts as shall from time to time have been
authorised by the Landlord or shall have been designated by
the Landlord as a loading bay for the Tenant (but during the
period of loading and unloading of vehicles only) and not to
park on or obstruct any communal part of the Estate
31
<PAGE>
33. TO COMPLY WITH REGULATIONS
33.1 To comply with all reasonable regulations made by the Landlord
from time to time for the management of the Estate and of any
land or premises used or to be used in common or jointly with
any other person and to procure that the Tenant's employees
and all persons under the control of the Tenant shall at all
times observe and perform the same
34. AS TO WATER SUPPLY
34.1 Not to use or permit or suffer to be used the supply of water
to the Estate for any purpose other than the Tenant's purposes
hereby permitted and not in any event to use the same or
permit or suffer the same to be used for research or
industrial purposes without the provision of a proper
recirculation system to a specification first approved by the
Statutory Water Undertaker or otherwise in compliance with the
reasonable recommendations of the Water Authority
35. TO COMPLY WITH PLANNING AGREEMENTS
35.1 In addition to and not in substitution for or limitation of
the covenants contained herein and in particular the Tenants
covenants as to the use of the Premises or any part thereof to
observe and perform all the covenants on the Landlord's part
in the Planning Agreements respectively contained and the
agreements and provisions of the Planning Agreements to the
extent that the same affect the Premises or any part thereof
and at all times to indemnify the Landlord against any breach
or non-observance of the same
36. TO PAY COST OF DAMAGE
36.1 Without prejudice to any other provisions herein contained to
pay to the Landlord on demand the full cost as assessed by the
Surveyor of making good any damage to the said roads coloured
brown on Plan A and any road fittings including but not
limited to lighting and signs or any other part of the Estate
whether occasioned by the Tenant any undertenant or their
respective employees servants agents independent contractors
customers visitors licensees invitees or any other person
under the Tenant's or the undertenant's control
37. TO CARRY OUT THE TENANT'S NEW WORKS
37.1 At the Tenant's own expense forthwith to apply for and
diligently seek to obtain all licences approvals plans
consents and permissions and other things necessary (if any)
for the carrying out of the Tenant's New Works from any
relevant Authority and at the Tenant's expense to carry out
the Tenant's New Works in compliance with all Enactments
relating thereto the Tenant's New Works to be executed in a
good and substantial manner employing good materials and
32
<PAGE>
workmanship and in conformity in every respect with the
specifications plans and drawings first approved in writing by
the Surveyor (whose approval shall not be unreasonably
withheld or delayed) and in all respects to the reasonable
satisfaction of the Surveyor and any relevant authority and
complete the Tenant's New Works in all respects as aforesaid
by 31st July 1999
37.2 To carry out and complete Tenant's New Works in accordance
with all statutes from time to time in force which affect the
Tenant's New Works (including without limitation the
Construction (Design and Management) Regulations 1994) ("THE
CONDAM REGULATIONS")
SCHEDULE 5
LANDLORD'S COVENANTS
1. AS TO QUIET ENJOYMENT
1.1 That the Tenant Paying the rents hereby reserved at the times
and in the manner herein appointed and performing and
observing the covenants on the Tenant's part and the
conditions agreements and stipulations herein contained may
peaceably enjoy the Premises for the Term without any lawful
interruption from the Landlord or any person lawfully claiming
under or in trust for the Landlord
2. TO INSURE
2.1 That the Landlord will during the Term insure and keep insured
in some established Insurance Office the Premises (excluding
all plate and other glass therein) against the Insured Risks
with a sum assured to cover the following
(a) the full reinstatement value thereof (excluding the
amount of any insurance excess for which the Tenant
shall be liable) to be determined from time to time
by the Landlord and
(b) architect's surveyor's and other professional fees
demolition site clearance and the cost of boarding
and propping including a due allowance for cost
increases over any likely rebuilding period and
(c) three years' loss of rent and
(d) liability attaching to the Landlord as owners or
landlords of the Premises
(e) incidental expenses
AND where there are within the Premises goods or passenger
lifts hoists air conditioning or central heating installations
the Landlord may insure the same (or
33
<PAGE>
any of them) separately in such manner and for such amount as
the Landlord may from time to time determine
2.2 The Landlord shall have full power to settle and adjust with
the insurers all questions with regard to the liability of the
insurers and the amount or amounts payable under any policy
2.3 The Landlord will whenever reasonably requested but not more
than once in every year produce to the Tenant a copy of the
insurance policy (or a summary of the terms of it) and
evidence of payment of the current premium
3. TO REINSTATE
3.1 In case the Premises or any part thereof shall at any time
during the Term be destroyed or damaged by the Insured Risks
so as to be unfit for occupation or use then (unless any
monies payable under any policy of the Landlord shall be
refused either by reason of any act omission neglect or
default of the Tenant any undertenant or their respective
employees servants agents independent contractors customers
visitors licensees invitees or any other person under the
Tenant's or the undertenant's control or by reason of any
breach of the provisions of paragraph 17 of schedule 4) and
subject to the Landlord obtaining all necessary consents
licences or approvals as soon as reasonably practicable and
when lawful so to do the Landlord will apply all monies
received (other than in respect of loss of rent fees
demolition site clearance the cost of boarding and propping
and any sums paid to the Landlord to indemnify the Landlord
for any liability as owner or as landlord of the Premises or
otherwise payable on the occurrence of a risk not involving
damage to the Premises all of which shall in all circumstances
belong to the Landlord) by virtue of such insurance as
aforesaid towards making good the damage to the Premises
caused by the Insured Risks but this obligation shall be
conditional upon the Tenant's performance of the covenants on
the Tenant's part contained in paragraph 17 of schedule 4 and
shall make up out of its own money any shortfall in the
insurance money in order to complete such reinstatement
SCHEDULE 6
SURETY'S COVENANTS AND AGREEMENTS
1. COVENANTS BY SURETY
1.1 The Surety HEREBY COVENANTS with and guarantees to the
Landlord that
(a) at all times during the Term and until this demise is
lawfully brought to an end and the Landlord has
beneficial occupation of the Premises or until the
Tenant assigns this Lease as a whole with Consent as
required by this Lease (if earlier) or otherwise if
the Tenant remains liable for payment
34
<PAGE>
under the Landlord and Tenant Act 1954 to pay the
rents hereby reserved and all other sum and
payments covenanted and or agreed to be paid by
the Tenant at the respective times and in manner
herein appointed for payment thereof and will also
duly perform and observe and keep the several
covenants and provisions on the Tenant's part
herein contained and
(b) the Surety will pay and make good to the Landlord all
losses liabilities costs and expenses sustained by
the Landlord through the default of the Tenant in
respect of any of the before mentioned matters and
(c) that any neglect or forbearance of the Landlord in
endeavouring to obtain payment of the said several
rents and payments as and when the same become due or
their delay to take any steps to enforce performance
or observance of the several covenants and provisions
herein on the Tenant's part contained and any time
which may be given by the Landlord to the Tenant
shall not release or in any way lessen or affect the
liability of the Surety under the guarantee on the
Surety's part herein contained and
(d) if the Tenant (being a Company) shall become subject
to an administration order or be the subject of a
winding up order by the Court or otherwise go into
liquidation or if the Tenant (being an individual)
shall be adjudged bankrupt and the Liquidator or
Administrator or the Trustee of the bankrupt's estate
(as the case may be) shall disclaim this Lease and if
the Landlord shall within three months after such
disclaimer by notice in writing require the Surety to
accept a lease of the Premises for a term equal to
the residue which if there had been no such
disclaimer would have remained of the Term at the
same rents and under the like covenants and
provisions as are reserved by and contained in the
Lease the said new lease and the rights and
liabilities thereunder to take effect as from the
date of the said disclaimer then and in such case the
Surety shall accept such lease accordingly and
execute and deliver to the Landlord a counterpart
thereof in all respects at the sole cost of the
Surety and
(e) upon demand to pay to the Landlord Interest on all
amounts due under this paragraph 1 from the date the
same respectively fell due until the date of payment
thereof
2. AGREEMENTS BY SURETY
2.1 It is hereby agreed and declared that
(a) the Surety covenants as principal debtor and not as
guarantor and accordingly (for the avoidance of
doubt)
35
<PAGE>
(i) it shall not be necessary for the Landlord
to resort to or seek to enforce any other
guarantee or security (whether from the
Tenant or otherwise) before claiming payment
hereunder and
(ii) until all monies and liabilities due or
incurred by the Tenant to the Landlord have
been paid or discharged in full
notwithstanding payment in whole or in part
of the amount by the Surety or any purported
release or cancellation hereof the Surety
shall not by virtue of any such payment or
by any other means or on any other ground
(a) claim any set off or counter claim
against the Tenant in respect of any
liability on the part of the Surety
to the Landlord and
(b) make or enforce any claim or right
against the Tenant or prove in
competition with the Landlord or
exercise any right as a preferential
creditor against the Tenant or
against the assets of the Tenant
and
(b) the Surety's covenants herein contained shall not be
affected or modified in any way by the liquidation or
dissolution of the Tenant or the appointment of any
receiver administrator or manager and
(c) the Landlord shall be at liberty at all times without
affecting or discharging the Surety's liability
hereunder
(i) to vary release or modify the rights of the
Landlord against the Tenant hereunder
without the Surety's consent and
(ii) to compound with discharge release or vary
the liability of the Tenant or any other
guarantor or other person and
(iii) to appropriate any payment the Landlord may
receive from the Tenant the Surety or any
other person towards such monies due under
this Lease as the Landlord shall in their
absolute discretion think fit
(d) the Landlord and the Tenant shall be at liberty to
review the rent hereunder from time to time in
accordance with the provisions of this Lease without
reference to the Surety and the covenants conditions
agreements and declarations on the part of the Surety
contained in this Lease shall apply to
36
<PAGE>
the rent as reviewed from time to time as much as
to the rent reserved hereby at the commencement of
the Term
37
<PAGE>
SCHEDULE 7
GUARANTEE AGREEMENT
THIS DEED dated __________ is made BETWEEN:
(1) ("THE GUARANTOR")
(2) ("THE LANDLORD")
1. DEFINITIONS AND INTERPRETATION
1.1 In this deed:
"Basic Rent", "Consent", "Premises" and "Term" have the same
meanings as in the Lease
"the Lease" means [this lease] and includes where relevant any
deed of variation licence Consent or other document
supplemental to or associated with the Lease by which the
Tenant is bound whether presently existing or not
"Relevant Variation" means a relevant variation as defined in
section 18(4) of the Landlord and Tenant (Covenants) Act 1995
"Rent" means
(a) the Basic Rent
(b) the rents specified in schedule 3 to the Lease
(c) any other sums which may become due to the Landlord
under the provisions of the Lease
"Rent Day" means each of the four usual quarter days in every
year
"Secured Obligations" means the obligation to pay all sums
from time to time due or expressed to be due to the Landlord
from the Tenant under the Lease and to perform all other
obligations which from time to time are or are expressed to be
obligations of the Tenant under the Lease
"the Tenant" means [the proposed assignee]
1.2 In this deed unless the context otherwise requires:
(a) references to the singular include the plural and
vice versa any reference to a person includes a
reference to a body corporate and words importing any
gender include every gender
38
<PAGE>
(b) references to numbered clauses are references to the
relevant clause in this deed
1.3 The clause headings do not form part of this deed and are not
to be taken into account when construing it
1.4 This instrument:
(a) is executed as a deed and by its execution the
parties authorise their solicitors to deliver it for
them when it is dated
(b) was delivered when it was dated
2. GUARANTEE
2.1 This guarantee is given pursuant to a provision in the Lease
requiring it to be given and is an authorised guarantee
agreement for the purposes of section 16 of the Landlord and
Tenant (Covenants) Act 1995
2.2 The Guarantor unconditionally and irrevocably covenants with
and guarantees to the Landlord that Tenant will until the
Tenant assigns the Lease as a whole with Consent pay and
discharge the Secured Obligations when they fall due or are
expressed to fall due under the Lease for payment and
discharge
2.3 The Guarantor shall upon being requested to do so by the
Landlord enter into any deed of variation licence Consent or
other document to which in each case the Tenant is a party and
which is in each case supplemental to the Lease for the
purpose of acknowledging that the Guarantor's liabilities
under this deed extend to it but to the extent that the
document effects a Relevant Variation paragraph 5.3 shall
apply
2.4 The guarantee and covenant in paragraph 2.2 shall impose on
the Guarantor the same liability as if the Guarantor were the
principal debtor in respect of the Tenant's obligations under
the Lease and that liability shall continue notwithstanding
(and will not be discharged in whole or in part or otherwise
affected by):
(a) any forbearance by the Landlord to enforce against
the Tenant the tenant's covenants in the Lease
(b) the giving of time or other concessions or the taking
or holding of or varying realising releasing or not
enforcing any other security for the liabilities of
the Tenant
(c) any legal limitation or incapacity relating to the
Tenant
39
<PAGE>
(d) the Tenant ceasing to exist
(e) the giving and subsequent withdrawal of any notice to
determine the Lease
(f) any increase or reduction in the extent of the
Premises or in the rent payable under the Lease or
any other variation to the Lease
(g) the disclaimer of the Lease
(h) any other act or omission of the Landlord or any
other circumstances which but for this paragraph 2.4
would discharge the Guarantor
and for the purposes of this paragraph 2 the Tenant shall be deemed
liable to continue to pay and discharge the Secured Obligations
notwithstanding any of the above matters and any money expressed to be
payable by the Tenant which may not be recoverable for any such reason
shall be recoverable by the Landlord from the Guarantor as principal
debtor
3. NEW LEASE
3.1 The Guarantor shall if required by the Landlord in writing
within the period beginning on the day of a disclaimer of this
lease and expiring three months after the Landlord has been
notified in writing by the Guarantor or the Tenant of that
disclaimer accept a lease of the Premises for the residue of
the contractual term unexpired at and with effect from the
date of the disclaimer at the same Basic Rent as reserved by
the Lease and subject to the same covenants and provisos and
the Tenant on execution of the new lease will pay Rent for the
period from the date of the disclaimer to the Rent Day
following the date of the lease and the costs of and
incidental to the new lease and will execute and deliver to
the Landlord a counterpart
3.2 If the Landlord requires more than one guarantor to take a new
lease those guarantors shall take that new lease as joint
tenants
4. SECURITY TAKEN BY GUARANTOR
4.1 Until the Secured Obligations have been paid and discharged in
full the Guarantor shall not without Consent exercise any
rights:
(a) of subrogation or indemnity in respect of the Secured
Obligations
(b) to take the benefit of share in or enforce any
security or other guarantee or indemnity for the
Secured Obligations
(c) to prove in the liquidation of the Tenant in
competition with the Landlord
40
<PAGE>
4.2 The Guarantor has not taken any security from the Tenant and
will not do so
4.3 Any security taken by the Guarantor in breach of paragraph 4.2
and all money at any time received in respect of it shall be
held in trust for the Landlord as security for the liability
of the Guarantor under this deed
5. LIMITATION ON GUARANTOR'S LIABILITY
5.1 Nothing in this agreement shall operate so as to make the
Guarantor liable for anything in respect of which the Tenant
is released from liability by the provisions of the Landlord
and Tenant (Covenants) Act 1995
5.2 To the extent that this deed purports to impose on the
Guarantor any liability for anything in respect of which the
Tenant is released from liability by the provisions of the
Landlord and Tenant (Covenants) Act 1995 the relevant
provision of this deed shall to that extent be void but that
shall not affect:
(a) enforceability of that provision except to that
extent or
(b) the enforceability of any other provision of this
deed
5.3 The Secured Obligations shall not include obligations arising
under a Relevant Variation but the making of a Relevant
Variation shall not discharge the Guarantor's liability under
this deed
6. JOINT AND SEVERAL GUARANTORS
6.1 The liability of the Guarantor under this deed shall be the
joint and several liability of all parties who have executed
this deed as Guarantor and all other parties who from time to
time guarantee the Tenants obligations to the Landlord and any
demand for payment by the Landlord on any one or more of such
persons jointly and severally liable shall be deemed to be a
demand made on all such persons
6.2 Each person who has executed this deed as Guarantor or on
whose behalf this deed has been so executed agrees to be bound
by this deed notwithstanding that the other person intended to
execute or be bound by this deed may not do so or may not be
effectually bound and notwithstanding that this deed may be
determined or become invalid or unenforceable against any
other person whether or not the deficiency is known to the
Landlord.]
[Executed by the Guarantor and the Landlord as a deed]
41
<PAGE>
SCHEDULE 8
THE TENANT'S NEW WORKS
The following items which are taken from a survey report dated 9th
February 1996 prepared by JSS Cardoe:
1. Allow for thoroughly cleaning down the profiled metal cladding to the
north and west elevations of the property.
2. New 2 no. 1500 x 2m profiled metal sheets. Allow for renewal of
approximately 30 sq m of profiled metal cladding to match original.
3. Remove 3 nail fixings through the cladding to the west elevation.
4. Undertake the following repairs to the external ended cladding. Take
off exposed hardboard to north elevation east end (5 sq m). Trim back
supporting studs as necessary and fix 18mm WBP plywood panels.
5. Fix breather membrane to plywood and EML and 2 coat render with final
butter coat to take matching granite chippings. Base of panels above
windows to be terminated with a render stop bead.
6. Form mastic joints to repaired sections of panelling to match
adjacent.
7. Take down one 5 sq m area of panelling adjacent to the above area and
renew as per the above details.
8. Repair crack to rendered panelling to south end of east elevation
below first floor windows.
9. Repair one small area to the west side of the main entrance doors at
ground storey level (2 sq m).
10. Allow for a further 25 sq m of defective panelling which may become
evident upon hammer testing of the entire elevations.
11. Clean down windows internally and externally (glazing and frames).
12. Allow for renewal of 50% of the mastic sealants and beadings to the
windows particularly taking care to repair the mastic at low level
above the sills. Allow for renewal of 50% of the mastic to the rendered
panels, to the north and east elevations to match original.
42
<PAGE>
13. Touch up paint finish to windows particularly sill sections to the
south and east elevations. Allow for easing and adjusting of the
windows and ensuring that all furniture is in sound condition and
operational.
14. Cut out area of wet rot to frame to fire exit doors to north
elevation west end.
15. Repair rusted frame to fire exist doors to west elevation.
16. Repair 6 panels of loading door to front south elevation and repair
bowed wicket gate.
17. Repair tubular steel barrier where bent adjacent to loading door.
18. Cut out rotted sections of timber frame to loading door at low level on
both sides and piece in with new treated timber to match.
19. Allow for renewal of the painted finish to the main entrance doors to
the property and repair draught seals at low level.
20. Allow for external redecoration to all previously painted or stained
surfaces to the exterior of the property (2 coats of paint or stain to
be applied).
Signed as a deed by BIOCHROM )
LIMITED acting by: )
)
/s/ David Green
-----------------------------
Director
/s/ Chane Graziano
-----------------------------
Director
43
<PAGE>
Signed as a deed by HARVARD )
APPARATUS, INC. by its duly )
authorized representatives in )
accordance with the laws of the )
territory in which Harvard )
Apparatus, Inc. is incorporated: )
/s/ David Green
-----------------------------
Director
/s/ Chane Graziano
-----------------------------
Director
44
