Emergent BioSolutions (EBS) 10-Q 2007 Q2 Quarterly report

EXHIBIT 10.5

Slough Estates plc

Standard form

Winnersh 500 Lease

DATED 10 May 2007

SLOUGH ESTATES (WINNERSH) LIMITED

- to -

EMERGENT PRODUCT DEVELOPMENT UK LIMITED

- with -

EMERGENT BIOSOLUTIONS INCORPORATED

LEASE

Premises known as Winnersh 530/535 Winnersh Triangle  Wokingham  Berkshire

NABARRO

Lacon House

84 Theobald's Road

London WC1X 8RW

Tel: +44 (0)20 7524 6000

CONTENTS

Clause	Subject matter	Page
1	DEFINITIONS	1
2	INTERPRETATION	4
3	DEMISE	4
	Rent	5
	Service Charge for the Estate	5
	Winnersh 500 facilities	5
	Additional Access	5
	Insurance	5
4	TENANT’S COVENANTS	5
	Payment of rents	5
	Interest on late payments	6
	Payment of rates	6
	Exterior maintenance	6
	Interior painting	6
	Repair	6
	Yielding Up	7
	Reinstatement	7
	Landlord’s access	7
	Default remedies of the Landlord	7
	Signs and aerials	8
	Use	8
	Refuse and rubbish	8
	Nuisance	8
	Estate Regulations	9
	Estate Roads and Accessways etc.	9
	Acts prejudicial to insurance	9
	Safeguarding the Premises	9
	Planning Applications	10
	Alterations	10
	Statutory obligations	10
	Alienation	10
	Registration of dealings	12
	Reletting and sale boards	13
	Costs of licences and notices as to breach of covenant	13
	Indemnity	13
	VAT	13
	Defects	13
	Costs of party items	14
	Documents affecting title	14
5	LANDLORD’S COVENANTS	14
	Quiet enjoyment	14
	Insurance	14
	Estate Roads and Parking etc.	15
	Insurance details	15
6	CONDITIONS	15
	Repossession on Tenant’s default	15
	Benefit of insurance and abatement of rent	16
	Notices	16
	Repair of Estate Roads etc.	17

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	Closure of facilities	17
	Contracts (Rights of Third Parties) Act 1999	17
7	RENT REVIEW	17
8	SURETY	19
9	Applicable Law and Jurisdiction	20
FIRST SCHEDULE		21
SECOND SCHEDULE	Part 1 The Rights	28
	Part 2 The Exceptions and Reservations	28
THIRD SCHEDULE	Obligations of the Surety	30
FOURTH SCHEDULE	Rent Review Memorandum	32
FIFTH SCHEDULE	Documents and matters affecting title	33
SIXTH SCHEDULE	Part 1 Service Charge for the Estate	34
	Part A Heads of Expenditure	34
	Part B Calculation of the Service Charge	35
	Part 2 Costs of Winnersh 500 facilities	36
	Part 3 Costs of Additional Access	37

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LAND REGISTRY PARTICULARS

LR1. Date of lease

10 May 2007

LR2. Title number(s)

LR2.1 Landlord’s title number(s)

8K167503

LR2.2 Other title numbers

LR3. Parties to this lease

Landlord

Slough Properties (Winnersh) Limited(incorporated and registered in England and Wales under company number 03270465). the registered office of which is at 234 Bath Road  Slough SL1 4EE

Tenant

Emergent Product Development UK Limited (incorporated and registered in England and Wales under company number ), the registered office of which is at 545 Eskdale Road Winnersh Triangle Wokingham Berks RG41 5TU

Other parties

Emergent Biosolutions Incorporated (incorporated and registered in England and Wales under company number 373-6090), the registered office of which is at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilminghton, DE19808 Tenant’s Guarantor

LR4. Property

Building Winnersh 530/535 Winnersh Triangle  Wokingham  Berkshire and more particularly described in the First Schedule to the Lease.

In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.

LR5. Prescribed Statements etc.

None.

LR6. Term for which the Property is leased

From and including 2007

To and including 24 November 2016

LR7. Premium

None.

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LR8. Prohibitions or restrictions on disposing of this lease

This lease contains a provision that prohibits or restricts dispositions.

LR9. Rights of acquisition etc.

LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

None

LR9.2 Tenant’s covenant to (or offer to) surrender this lease

None.

LR9.3 Landlord’s contractual rights to acquire this lease

None.

LR10 Restrictive covenants given in this lease by the Landlord in respect of land other than the Property

None.

LR11. Easements

LR11.1 Easements granted by this lease for the benefit of the Property

The easements granted for the benefit of the Property as specified in this lease at Part 1 of the Second Schedule.

LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property

The easements granted or reserved by this lease over the Property as specified in this lease at Part 2 of the Second Schedule

LR12. Estate rentcharge burdening the Property

None.

INITIAL RENT:

One hundred and sixty three thousand pounds (£163,000) together with twenty eight thousand five hundred and twenty five pounds (£28,525) VAT

RENT COMMENCEMENT DATE:

November  2007

RENT REVIEW DATES:

10 May 2012

THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT (COVENANTS) ACT 1995.

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PARTICULARS

1.	DATE OF THIS DEED		10 May 2007
2.	LANDLORD		SLOUGH ESTATES (WINNERSH) LIMITED
	Registered office		234 Bath Road  Slough SL1 4EE
	Company registration number		5472073
3.	TENANT		EMERGENT PRODUCT DEVELOPMENT UK LIMITED
	Address Registered office		545 Eskdale Road Winnersh Triangle Wokingham Berks RG41 5TU
	Company registration number		03270465
4.	SURETY		EMERGENT BIOSOLUTIONS INCORPORATED
	Address Registered office		Corporation Service Company 2711 Centerville Road Suite 400 Wilmington DE 19808
	Company registration number		373-6090 (Delaware)
5.	ESTATE		the area from time to time comprising the Landlord’s estate at Winnersh Triangle Wokingham of which the Premises form part the present such area being shown for identification only edged red on the Estate Plan
6.	LAND		the land off Eskdale Road on the Estate shown edged red on the Lease Plan
7.	BUILDING		the building (presently known as Winnersh 530/535) on the Land which (with the Fixtures and any car parking and landscaping facilities) is described in the First Schedule
8.	COMMENCEMENT DATE		10 May 2007
9.	TERM		A term commencing on the date hereof and expiring on 24 November 2016 together with the period of any continuation or extension of the tenancy granted by this Lease
10.	RENT COMMENCEMENT DATE		10 November 2007
11.	RENT		£163,000 per annum subject to review as provided in this Lease
12.	REVIEW DATES	10 May 2012

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13. PERMITTED USE Laboratories with ancillary offices or use for any purpose within Classes B1 and B8 of the Schedule to the Town and Country Planning (Use Classes) Order 1987 (as amended or replaced from time to time)

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LEASE

Date 10 May 2007

PARTIES

(1) SLOUGH ESTATES (WINNERSH) LIMITED (company registration number 5472073) whose registered office is at 234 Bath Road Slough SL1 4EE (the “Landlord”)

(2) EMERGENT PRODUCT DEVELOPMENT UK LIMITED (company registration number 3270465) whose registered office is at 545 Eskdale Road Winnersh Triangle Wokingham Berks RG41 5TU (the “Tenant”)and

(3) EMERGENT BIOSOLUTIONS INCORPORATED (company registration number 373-6090 (Delaware)) whose registered office is at Corporation Service Company 2711 Centerville Road Suite 400 Wilmington DE19808 (the “Surety”)

WITNESSES AS FOLLOWS:

1. DEFINITIONS

In this Lease the following expressions have the meanings indicated:

“Accessways”

the roads and ways shown for the purpose of identification only hatched brown on the Lease Plan

the “Act”

means the Landlord and Tenant (Covenants) Act 1995

“Additional Access”

the areas shown for the purpose of identification only [in part] hatched brown and cross hatched black and in part hatched purple on the Lease Plan

“Authorised Guarantee Agreement”

has the meaning defined in and for the purposes of Section 16 of the Act and the form of such Agreement shall be as reasonably required by the Landlord

“Common Areas”

the Estate other than the Premises and other areas let or intended by the Landlord to be let but including the whole of the Estate Roads

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“Conducting Media”

all sewers drains pipes wires watercourses subways cables apparatus conduits and any other media or works for the conduct or transmission of any service matter or material (including any media and works in respect of the sprinkler system at the Estate)

“Estate Plan”

the plan marked Estate Plan attached to this Lease

“Estate Roads”

(a) the roads pavements and paths shown for the purpose of identification only hatched brown on the Estate Plan (or any road pavement or path at any time replacing any of them) and

(b) such other roads pavements and paths at Winnersh Triangle (whether or not on or forming part of the Estate) as may from time to time serve or be available for use generally by the tenants and occupiers in connection with premises on the Estate but excluding any that may be or become any public highway or footpath

“First Schedule”

the schedule referred to in the First Schedule including any amended or substituted schedule describing any other building (and its fixtures equipment and other items) erected on the Land by the Landlord pursuant to this Lease

“Fixtures”

the Landlord’s fixtures from time to time on or forming part of the Land including the fixtures equipment and items which with the Building are described in the First Schedule

“Full Reinstatement Value”

the costs (including demolition professional fees and any value added tax payable) which would be likely to be incurred in carrying out repair or reinstatement in accordance with the requirements of this Lease at the time when such repair or reinstatement is likely to take place having regard to current building techniques and materials

“Insured Risks”

fire lightning earthquake subsidence heave landslip explosion terrorism aircraft riot storm tempest flood burst pipes malicious damage and impact damage and such other insurable risks and on such terms as the Landlord may from time to time reasonably consider necessary but excluding any risks which the Landlord acting reasonably shall decide from time to time not to include in any policy but so that the Landlord shall give at least fourteen days’ prior notice in writing to the Tenant of any risk ceasing to be covered by any policy

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“Landscaped Areas”

those parts of the Land as are hatched green on the Lease Plan

“Lease Plan”

the plan marked “Lease Plan” attached to this Lease

“Loss of Rent”

the loss of the rent first reserved by clause 3 for such period (being not less than three years) as may reasonably be required by the Landlord from time to time having regard to the likely period required for reinstatement in the event of both partial and total destruction and in an amount which would take into account potential increases of rent in accordance with clause 7

“Parking Area”

such area or areas within the Land as are designated for parking and shown on the Lease Plan as demised car parking

“Permitted Part”

is the whole of either Unit 530 or Unit 535 Winnersh Triangle Wokingham Berkshire

“Planning Acts”

includes the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 and the Planning (Consequential Provisions) Act 1990

“Premises”

the Land together with the Building (or any other building erected by the Landlord in its place) and all additions and the Fixtures and a reference to the “Premises” includes a reference to any part

“Prescribed Rate”

three per centum above the Base Rate of National Westminster Bank PLC from time to time (or such other clearing bank as the Landlord shall nominate) or (if such rate shall cease to be published) such other reasonable or comparable rate as the Landlord shall from time to time designate

“Service Charge”

the aggregate of the costs and liabilities referred to in Part 1 of the Sixth Schedule

“Service Charge Period”

the period in respect of which the Service Charge is calculated as determined from time to time by the Landlord and notified to the Tenant and initially is each consecutive period of twelve months ending on 31 December

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“Sign Display”

the panel or panels installed by the Landlord on the Building for the display of name and logo signs

“Tenant’s Proportion of the Service Charge”

the part of the Service Charge for which the Tenant is liable which shall be such fair and proper proportion as the Landlord’s surveyor shall from time to time determine acting as expert

“Winnersh 500”

that part of the Estate (of which the Premises form part) shown edged blue on the Lease Plan

2. INTERPRETATION

2.1 The expressions the “Landlord” and the “Tenant” shall wherever the context so admits include their respective successors in title

2.2 Where the Tenant or the Surety (if any) for the time being are two or more persons the terms the “Tenant” and the “Surety” (if any) include the plural number and obligations expressed or implied to be made by such party are deemed to be made by such persons jointly and each of them severally

2.3 Words importing one gender include all other genders and words importing the singular include the plural and vice versa

2.4 References in this Lease to any statute or legislation (whether specific or general) include any other statute or legislation replacing amending or supplementing the same and any orders regulations bye-laws notices permissions approvals or consents thereunder

2.5 References in the Sixth Schedule to “gross external areas” mean such areas from time to time

2.6 The Particulars and the details and expressions therein appearing shall be included in and form part of this Lease

3. DEMISE

The Landlord demises to the Tenant the Premises together with the Rights referred to in Part 1 of the Second Schedule but subject to the Exceptions and Reservations referred to in Part 2 of the Second Schedule and to any documents and matters referred to in the Fifth Schedule to hold to the Tenant for the Term starting on the Commencement Date yielding and paying therefor during the Term:

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3.1 Rent

Yearly the Rent and all increases arising from any review pursuant to the provisions in this Lease for the review of rent to be paid without any deduction or set off by equal quarterly payments in advance on the Twenty-fifth day of March the Twenty-fourth day of June the Twenty-ninth day of September and the Twenty-fifth day of December in every year the first payment for the period from and including the Rent Commencement Date up to and including the day immediately preceding the quarter day next after the date of this Lease to be made on the date of this Lease

3.2 Service Charge for the Estate

As additional rent the Tenant’s Proportion of the Service Charge in respect of the Estate in accordance with Part 1 of the Sixth Schedule

3.3 Winnersh 500 facilities

As additional rent the sums payable by the Tenant in respect of Winnersh 500 pursuant to and in accordance with Part 2 of the Sixth Schedule

3.4 Additional Access

As additional rent the sums payable by the Tenant in respect of the Additional Access pursuant to and in accordance with Part 3 of the Sixth Schedule

3.5 Insurance

As additional rent from time to time a sum or sums of money equal to the expense incurred by the Landlord in effecting or maintaining insurance in accordance with clause 5.2 (including any increased premium payable in respect of the Premises or any neighbouring property by reason of any act or omission by (or permitted by) the Tenant or an undertenant) as the Landlord shall from time to time effect such insurance for the Landlord’s benefit in the Full Reinstatement Value against the Insured Risks and the Loss of Rent such sum or sums to be paid on demand

4. TENANT'S COVENANTS

The Tenant covenants with the Landlord as follows:

4.1 Payment of rents

To pay the respective rents and sums of money reserved and made payable at the times and in the manner in which the same are set out or referred to in clause 3 without any deduction or set off and to make all such payments to the Landlord on the due date through the Tenant’s bankers by the direct debit system

4.2 Interest on late payments

If the Tenant shall fail to pay any rents or any other sum payable under this Lease when the same is due (whether formally demanded or not) to pay to the Landlord as additional rent

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(but without prejudice to any other rights of the Landlord including those under clause 6) interest on all such rents or other sums from the due date for payment until the date actually paid at the Prescribed Rate current at such due date and any such interest shall be recoverable by the Landlord as rent in arrear

4.3 Payment of rates

4.3.1 To pay and indemnify the Landlord against all existing and future rates or other outgoings whatsoever imposed or charged upon the Premises or upon the owner or occupier in respect of the Premises

4.3.2 To pay and be responsible for all electricity gas and other services to the Premises

4.4 Exterior maintenance

In every third year and in the last year of the Term to prepare and paint the outside of the Building where usually or previously so painted in a good and workmanlike manner and otherwise properly to clean treat or decorate other parts of the outside of the Building as the same ought to be cleaned treated and decorated (such painting and decorating to be carried out in colours and patterns first approved in writing by the Landlord) and whenever necessary to renew or replace all seals and mastics

4.5 Interior painting

In every fifth year and in the last year of the Term to prepare and paint all the interior of the Building where usually or previously so painted in a good and workmanlike manner (all such painting in the last year of the Term to be carried out in colours and patterns first approved in writing by the Landlord)

4.6 Repair

4.6.1 Well and substantially to repair and maintain the Premises and the walls fences roads and Conducting Media in on or under the Premises (damage by any of the Insured Risks excepted unless the insurance moneys are withheld in whole or in part or the policy avoided by reason of any act or omission on the part of the Tenant or any undertenant or any employee contractor or invitee of either of them) and at all times to keep the same in good and substantial repair and condition and so repaired cleaned painted and maintained and further to keep all parts of the Premises clean and tidy and free from rubbish and waste materials

4.6.2 To keep the Parking Area for and suitable for the parking of vehicles only

4.6.3 Subject to clause 4.6.4 to keep the Landscaped Areas as landscaped areas maintained and planted as laid out and planted by the Landlord and in accordance with any general scheme for the Estate from time to time specified by the Landlord and to replace with equivalent specimens any plants that may die or need replacement and regularly to cut the grass and generally to tend nurture and maintain the Landscaped Areas

4.6.4 If the Landlord so requires at any time or from time to time not to do the things referred to in clause 4.6.3 (or such of them as may be notified to the Tenant) but instead to pay to the Landlord on demand the reasonable costs incurred by the Landlord in doing so or

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(where the Landlord incurs costs in relation to such Areas and all or any of the other areas shown hatched green on the Lease Plan) a proper proportion of the costs so incurred by the Landlord

4.6.5 Not in any event to harm or damage any of the Landscaped Areas or the landscaping or plants on them nor to alter such Areas or the scheme of landscaping and plants

4.7 Yielding Up

At the expiration or sooner determination of the Term to yield up the Premises in good and substantial repair and consistent with the full and due compliance by the Tenant with its obligations under this Lease and to remove such tenant’s trade fixtures and fittings and any signs erected by or at the instance of the Tenant making good any damage caused by such removal

4.8 Reinstatement

4.8.1 Three months before the expiry or sooner determination of the Term (unless or to the extent otherwise required in writing by the Landlord) to carry out such works as shall be necessary or desirable in order to ensure that the Premises or such part or parts of them as may be required by the Landlord conform with the description in the First Schedule

4.8.2 All such works shall be carried out to the reasonable satisfaction of the Landlord and the Tenant shall apply for any necessary planning permission or approval which may be required under the Planning Acts or other legislation

4.9 Landlord’s access

To permit the Landlord or its agents at all times during the Term during reasonable hours in the day (or at any time in the case of emergency) with or without workmen and others to enter the Premises for the purpose of ascertaining that the covenants and conditions of this Lease have been performed and observed by the Tenant and examining (including opening up floors walls and ceilings where necessary to examine) the state of repair and condition of the Premises or for the purpose of taking inventories of the Landlord’s fixtures or of carrying out works on the adjoining property of the Landlord and of exercising any of the Exceptions and Reservations referred to in Part 2 of the Second Schedule Provided That the Landlord shall make good any damage caused by such entry and the exercise of such rights

4.10 Default remedies of the Landlord

If within two months after service of a notice from the Landlord requiring the Tenant to remedy any breach of covenant relating to the state of repair or condition of the Premises or otherwise to the carrying out of any works or actions (or earlier in case of emergency) the Tenant shall not have commenced and thereafter diligently proceeded with such works or actions then to permit the Landlord to enter upon the Premises and execute all or any such works or actions and the Landlord’s reasonable and proper costs and expenses (including the Landlord’s surveyors’ and other reasonable and proper professional fees in connection therewith) together with interest thereon at the Prescribed Rate current at the date one month after service of such notice for the period from that date to the date of payment shall be a debt due from the Tenant to the Landlord and be forthwith recoverable as rent in arrear

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4.11 Signs and aerials

Not to erect any pole mast or aerial or erect or display any sign noticeboard or advertisement on any part of the Premises but the Tenant shall install and maintain in the Sign Display an appropriate sign (to the prior written approval of the Landlord not to be unreasonably withheld) showing the name of the Tenant and (if applicable) its logo but showing no other information

4.12 Use

4.12.1 Not to use the Premises or any part thereof otherwise than for the Permitted Use and not at any time to store anything on any part of the Premises outside the Building

4.12.2 To use only for the parking of vehicles the Parking Area (but not to park any trailers on such Area) and to require employees to use only such Area for the parking of their vehicles and to enforce such requirement by all reasonable means available to the Tenant as an employer

4.13 Refuse and rubbish

4.13.1 To ensure that all refuse rubbish and waste material is put in secure and closed containers designed for that purpose and to take all appropriate measures to prevent escape of refuse rubbish or waste materials from such containers

4.13.2 To make and maintain satisfactory arrangements for the regular removal of all refuse rubbish and waste materials from the Premises so often as is necessary

4.13.3 If the Tenant fails to take immediately such steps as may be necessary to comply with clause 4.13.1 or 4.13.2 after notice from the Landlord requiring it to do so to permit the Landlord or others authorised by it (if the Landlord decides to do so) to enter the Premises to carry out removal of refuse rubbish or waste materials (whether or not on a regular basis) and to pay to the Landlord on demand all costs and expenses incurred by the Landlord in connection with any removal arrangements which it makes

4.14 Nuisance

4.14.1 Not to use the Premises or any part of them for any illegal purpose nor to carry out on or from the Premises any noisy noxious dangerous or offensive act activity or business nor anything which may be or become a nuisance damage annoyance or inconvenience to the Landlord or any of its tenants or the occupiers of any premises in the neighbourhood and in particular not to do or permit to be done anything which might cause electronic or radio interference with any adjoining or neighbouring premises

4.14.2 Not to do anything which would or might lead to any contamination of the Premises or pollution of the environment or lead to the pollution obstruction damaging or overloading of the Conducting Media and to carry out (or at the Landlord’s election to pay to the Landlord the proper costs and fees of carrying out) all works necessary to remedy the contamination or pollution or to remove the source of the contamination or pollution

4.14.3 Where the Tenant has failed to observe any of the obligations in this clause 4.14 to pay to the Landlord the costs incurred by it in obtaining such reports as the Landlord may reasonably require to establish what damage or harm may have been caused to the

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Premises or other property of the Landlord and the remedial cleaning or other works necessary

4.14.4 Not to discharge or allow to enter into any underground or other waters any poisonous noxious or harmful effluent liquid or substance

4.15 Estate Regulations

To observe such reasonable regulations as may from time to time be made by the Landlord for the purposes of good estate management

4.16 Estate Roads and Accessways etc

4.16.1 To take all necessary precautions to prevent damage or excessive wear and tear to or any avoidable obstruction of any of the Estate Roads the Accessways or the Additional Access and to pay to the Landlord on demand all costs and expenses of making good any damage (other than normal wear and tear) caused to any of them by the Tenant or any undertenant or any of their respective employees contractors or visitors

4.16.2 In particular not to impede or interfere with the reasonable use of the Additional Access by the occupiers of any other unit on Winnersh 500 entitled to use it

4.16.3 Not to park or permit the parking by the employees or contractors of or visitors to the Tenant of vehicles on any of the Estate Roads or Accessways or the Additional Access or elsewhere on the Estate other than in accordance with clause 4.12.2

4.17 Acts prejudicial to insurance

4.17.1 Not to do anything as a result of which any policy of insurance against damage to the Premises or to any neighbouring premises may be prejudiced or payment of the policy moneys may be withheld in whole or in part or whereby the rate of premium in respect of any such insurance may be increased and to give notice to the Landlord forthwith upon the happening of any event which might affect any insurance policy relating to the Premises

4.17.2 In relation to the insurance effected by the Landlord in respect of the Premises to pay to the Landlord any excess required by the insurers or by the Landlord on demand by the Landlord following any damage or destruction by any Insured Risks where such excess would be applicable to any claim in respect of such damage or destruction

4.18 Safeguarding the Premises

4.18.1 With respect to fire precautions and safeguarding the Premises against damage by any of the Insured Risks or otherwise to comply with all requirements and recommendations of the insurers of the Premises or the relevant insurance brokers or of the fire brigade or local authority

4.18.2 Not to store or bring on to or allow to remain on the Premises any article substance or liquid of a specially combustible inflammable or explosive nature or which may be a source of contamination

4.18.3 To give written notice to the Landlord upon becoming aware of the occurrence of any contamination of the Premises and also upon becoming aware of the occurrence of any

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pollution of the environment in breach of any legislative provision caused by any use of or action or activity on the Premises

4.19 Planning Applications

Not without the prior written consent of the Landlord to make any application for any consent under the Planning Acts but if such application is for consent to do anything which the Tenant is permitted to do under this Lease (or where the approval of the Landlord is first required and the Landlord has approved the doing of such thing) such consent shall not be unreasonably withheld

4.20 Alterations

Not to erect or place any new building or structure whatsoever on the Premises (including any temporary or moveable building or structure) or make any alteration whether structural or otherwise or any addition to the Premises or to the Building or to any buildings which may be erected on the Premises Provided That the Tenant may with the written consent of the Landlord (such consent not to be unreasonably withheld) carry out internal non-structural alterations including the erection installation or alteration of internal demountable partitions not affecting the structure of the Building

4.21 Statutory obligations

4.21.1 At the Tenant’s expense to comply in all respects with the provisions of all statutes and legislation (whether now or subsequently in force) affecting or applicable to the Premises or their use and forthwith to give notice to the Landlord of any notice direction or order made by any local or competent authority

4.21.2 The Tenant shall maintain a health and safety file for any works carried out to the Premises and shall comply with the Construction (Design and Management) Regulations 1994 in respect thereof and provide to the Landlord upon reasonable request a copy of such file

4.21.3 Upon any assignment or underlease permitted by this Lease to supply to the assignee or sub-tenant any health and safety files and/or operating manuals

4.22 Alienation

4.22.1 Not to charge or mortgage either the whole or any part of the Premises nor to assign share or part with the possession or occupation of any part of the Premises nor to permit any such dealing under a permitted underlease

4.22.2 Not to hold or occupy the Premises or any part as nominee trustee or agent or otherwise for the benefit of any other person

4.22.3 Not to assign or underlet the whole of the Premises or to underlet any Permitted Part of the Premises without the prior consent in writing of the Landlord (such consent not to be unreasonably withheld where the provisions hereinafter contained are satisfied)

4.22.4 On any assignment:

(a) the Tenant will if reasonably required enter into an Authorised Guarantee Agreement which will be in such form as the Landlord may reasonably request and

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be prepared by or on behalf of the Landlord and at the cost of the Tenant and under which the assignor will agree (inter alia) with the Landlord

(i) that it is liable as sole or principal debtor in respect of all obligations to be owed by the assignee under the Tenant Covenants (as defined in Section 28 of the Act) in this Lease

(ii) to be liable as guarantor in respect of the assignee’s  performance of the Tenant Covenants (as above defined) in this Lease (provided that such liability shall be no more onerous than the  liability to which the assignor would be subject in the event of his being liable as sole or principal debtor in respect of the obligations owed by the assignee under the said Tenant Covenants)

(iii) in the event of this Lease being disclaimed to enter into a new lease of the Premises the term of which shall expire simultaneously with the date upon which (but for any such disclaimer) this Lease would have expired by effluxion of time (and not by any other means) and the Tenant Covenants shall be identical to (mutatis mutandis but in any event no more onerous than) the Tenant Covenants in this Lease

(b) if the Landlord reasonably so requires the Tenant shall obtain acceptable guarantors for any person to whom this Lease is to be assigned who will covenant with the Landlord on the terms (mutatis mutandis) set out in the Third Schedule

(c) if the Landlord reasonably so requires the proposed assignee will prior to the assignment enter into such reasonable rent deposit arrangement and/or provide such additional security for performance by the proposed assignee of its obligations under this Lease as the Landlord may reasonably require

(d) the proposed assignee shall enter into a covenant with the Landlord to pay the rents reserved by and perform and observe the covenants on the part of the Tenant contained in this Lease

4.22.5 Clause 4.22.4 shall operate without prejudice to the right of the Landlord to impose any further conditions upon a grant of consent where such imposition is reasonable

4.22.6 (a) Not to underlet the whole or a Permitted Part of the Premises without the prior consent in writing of the Landlord otherwise than at a rent which is not less than the open market rental value of the Premises or the Permitted Part without a fine or premium and with provision for upwards only rent reviews coinciding with the reviews under this Lease and in other respects with materially the same covenants and conditions as are contained in this Lease

(b) Not to vary the terms of any underlease permitted under this clause 4.22 without the Landlord’s written consent and throughout the term of any underlease to require the undertenant at all times to perform and observe the Tenant’s covenants (except as to the payment of rent) and the conditions contained in this Lease

4.22.7 The Landlord may as a condition for giving its consent for any permitted underletting require the proposed underlessee to enter into a direct covenant with the Landlord to perform and observe the Tenant’s covenants and the conditions contained in this Lease (save as to payment of rent)

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4.22.8 Upon the Landlord consenting to an underletting of the Premises or a Permitted Part procure that the underlessee covenants with the Landlord:

(a) not to assign (or agree to do so) any part of the Premises or the Permitted Part (as distinct from the whole) and not to charge or underlet or share or (save by way of an assignment of the whole) part with possession of or permit any person to occupy the whole or any part of the Premises or the Permitted Part

(b) not to assign (or agree to do so) the whole of the Premises or the Permitted Part without the prior consent in writing of the Landlord (such consent not to be unreasonably withheld)

4.22.9 To notify the Landlord in writing with relevant details within fourteen days of any rent payable under an underlease being reviewed

4.22.10 In the event that any circumstances or conditions specified in clause 4.22.4 above are framed by reference to any matter falling to be determined by the Landlord (or by any other person) if the Tenant disputes such determination then either the Landlord or the Tenant shall be entitled to require the matter or matters in question to be referred to an independent expert who in the absence of agreement between the parties shall be appointed on the application of either party by the President of the Royal Institution of Chartered Surveyors and the determination of such independent expert shall be conclusive as to the matter or matters in question and shall be final and binding on the parties and his costs shall be met by the parties in such proportions as the independent expert shall determine

4.23 Registration of dealings

4.23.1 Within one month after the execution of any assignment or underlease permitted under this Lease or any assignment of such underlease or after any devolution by will or otherwise of the Term or after any other dealing with this Lease to supply a certified copy of the deed or instrument effecting the same to the Landlord and to pay such reasonable fee as the Landlord may require for registration

4.23.2 If this Lease and/or rights granted or reserved by this Lease are or should be registered at the Land Registry under the Land Registration Act 2002 then the Tenant shall:

(a) register this Lease and any transfer or other registrable disposition of this Lease at the Land Registry within one month of the date of the grant of this Lease or the date of the instrument of transfer or other disposition requiring registration (as the case may be)

(b) procure that all rights granted or prepared by this Lease are properly noted against the affected titles and

(c) within one week of notification of the registration of the grant transfer other registrable disposition of this Lease or notice against the affected titles (as the case may be) deliver to the Landlord official copies of the registered titles

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4.24 Reletting and sale boards

To permit the Landlord or its agents within the last six months of the Term to enter upon the Premises and to affix upon any suitable part a notice board for reletting or selling the same and not to remove or obscure the same and to permit all persons authorised in writing by the Landlord or its agents to view the Premises during business hours in the daytime

4.25 Costs of licences and notices as to breach of covenant

To pay on demand and indemnify the Landlord against all costs  charges and expenses (including professional fees) incurred by the Landlord arising out of or incidental to any application made by the Tenant for any consent or approval of the Landlord or any breach of the Tenant’s covenants or the preparation and service of a schedule or interim schedule of dilapidations or any notice which the Landlord may serve on the Tenant whether served before or after the determination of this Lease (including a notice under Section 146 of the Law of Property Act 1925) requiring the Tenant to remedy any breach of any of its covenants or arising out of or in connection with any proceedings referred to in Sections 146 or 147 of that Act notwithstanding that forfeiture may be avoided otherwise than by relief granted by the Court

4.26 Indemnity

To be responsible for and to indemnify the Landlord against:

4.26.1 all damage loss or injury occasioned to the Premises or any adjoining premises or to the Accessways the Additional Access the Landscaped Areas or any Conducting Media or to any person or chattel (whether or not upon the Premises) caused by any act default or negligence of the Tenant or any undertenant or the servants agents licensees or invitees of either of them or by reason of any defect in the Premises and

4.26.2 all losses damages costs expenses claims and proceedings incurred by or made against the Landlord arising out of any breach by the Tenant of any of its obligations arising by virtue of this Lease

4.27 VAT

To pay to the Landlord upon demand any value added tax chargeable upon:

4.27.1 any supply made by the Landlord to the Tenant pursuant to this Lease so that all consideration for any such supply is exclusive of value added tax

4.27.2 any supply (whether made to the Landlord or to a third person) where pursuant to this Lease the Tenant is required to pay to the Landlord any sum in respect of any costs fees expenses or other expenditure or liability (of whatever nature) in connection with that supply except to the extent that any such value added tax may be recoverable by the Landlord from HM Revenue & Customs

4.28 Defects

To inform the Landlord immediately in writing upon becoming aware of any defect in the Premises which might give rise to a duty imposed by common law or statute on the Landlord

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and to indemnify the Landlord against all actions costs claims and liabilities suffered or incurred by or made against the Landlord in respect of the Premises under the Defective Premises Act 1972

4.29 Costs of party items

In so far as the Tenant is not obliged to contribute to the costs of the same under any other provision of this Lease to pay a fair and proper proportion of the expense (including any professional fees) of repairing rebuilding painting maintaining cleaning and lighting all party structures and all roofs conducting media boundary structures forecourts yards roads ways entrances passages staircases balconies and other amenities or things the use or benefit of which is common to the Premises and any adjoining or neighbouring premises such proportion to be determined by the Landlord’s surveyor whose determination shall be final and binding on the Tenant

4.30 Documents affecting title

To perform and observe the provisions of the documents and the other matters referred to in the Fifth Schedule so far as they affect or relate to the Premises

5. LANDLORD'S COVENANTS

The Landlord covenants with the Tenant (but so that no liability shall attach to the Landlord in respect of any breach by the Landlord of its obligations under this Lease after the reversion immediately expectant on the determination of the Term has ceased to be vested in the Landlord):

5.1 Quiet enjoyment

That the Tenant performing and observing the covenants conditions and agreements contained in this Lease shall and may peaceably and quietly hold and enjoy the Premises during the Term without any lawful interruption or disturbance by the Landlord or any person rightfully claiming through or under it

5.2 Insurance

At all times during the Term to keep the Premises insured for the Landlord’s benefit in the Full Reinstatement Value against the Insured Risks and if the Premises are damaged or destroyed by any of the Insured Risks the Landlord will with all convenient and practicable speed repair or reinstate the Premises using such materials as are then appropriate subject to all necessary consents and licences being obtained

Provided that:

5.2.1 the Landlord’s obligations under this covenant shall cease if the insurance shall be rendered void or voidable or the policy moneys withheld in whole or in part by reason of any act or default of the Tenant or any undertenant or any of their respective employees contractors licensees or invitees

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5.2.2 if the Premises are destroyed or so seriously damaged by any Insured Risk as to require (in the reasonable opinion of the Landlord’s surveyor whose decision shall be final and binding upon the Parties) substantial reconstruction then the Landlord may at any time within six months’ give notice in writing to determine this Lease and immediately upon the expiry of that notice this demise shall determine but without prejudice to the rights and remedies of any party against any other in respect of any antecedent claim or breach of covenant and all insurance money shall be the absolute property of the Landlord

5.2.3 If the provisions of clause 5.2.1 shall operate and the Premises shall not be reinstated and made fit for occupation or use in accordance with clause 5.2 by the expiration of the period in respect of which Loss of Rent is insured then either party shall have the right to determine this Lease by notice in writing to that effect served on the other party (for which purpose time shall not be of the essence) in which event on the date of service of such notice this Lease shall determine but without prejudice to the rights and liabilities of the parties in respect of any antecedent breach of any of the provisions of this Lease

5.3 Estate Roads and Parking etc

Subject to payment by the Tenant of the Tenant’s Proportion of the Service Charge in accordance with Part 1 of the Sixth Schedule and any sums payable in accordance with Part 2 of the Sixth Schedule the Landlord shall:

5.3.1 maintain and repair such of the Estate Roads as are within the Estate and use all reasonable endeavours to do so (or to procure that it be done) in respect of the remainder of the Estate Roads until (in each case) adoption by the highway authority and

5.3.2 maintain and repair the Accessways and the Additional Access

5.4 Insurance details

To provide upon written request from the Tenant but not more than once in any twelve month period details of the policy under which the Premises are insured

6. CONDITIONS

Provided always and it is hereby agreed and declared as follows:

6.1 Repossession on Tenant’s default

If at any time during the Term:

6.1.1 the rents reserved by this Lease or any of them or any part of them shall be in arrear for fourteen days after the same shall have become due (whether legally demanded or not) or

6.1.2 the Tenant shall at any time fail or neglect to perform or observe any of the covenants conditions or agreements on its part to be performed and observed contained in this Lease or in any licence approval or consent given by the Landlord to the Tenant in relation to the Premises or in any other deed supplemental to this Lease or by which this Lease may be varied or

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6.1.3 the Tenant either shall (being a corporation) have an application made for an administration order (whether or not at its instance) or enter into liquidation whether compulsory or voluntary (not being a voluntary liquidation for the purpose of reconstruction only) or (being an individual) become bankrupt or

6.1.4 the Tenant shall make any arrangement or composition with creditors or suffer any distress or execution to be levied on property of the Tenant or have an encumbrancer take possession or a receiver appointed in respect of the same

then and in any such case it shall be lawful for the Landlord (or any person or persons duly authorised by it in that behalf) to re-enter into or upon the Premises and thereupon the Term shall absolutely cease and determine but without prejudice to the rights and remedies of the Landlord in respect of any antecedent breach of any of the covenants conditions or agreements contained in this Lease

6.2 Benefit of insurance and abatement of rent

6.2.1 The benefit of all insurance effected by the Landlord under this Lease or otherwise in respect of the Premises or the Estate shall belong solely to the Landlord but if the Premises or any part of them shall at any time be destroyed or damaged by any of the Insured Risks so as to be unfit for occupation or use then and in every such case (unless the Landlord’s policy of insurance in relation to the Premises shall have been rendered void or voidable or the policy moneys withheld in whole or in part by reason of the act default or omission of the Tenant or any undertenant or any of their respective employees contractors licensees or invitees) the rent first reserved by this Lease or a fair and just proportion thereof according to the nature and extent of the damage sustained shall be suspended and cease to be payable until the Building shall have been repaired or reinstated and made fit for occupation or use in accordance with clause 5.2 or until the expiration of three years (or such longer period as may be provided for in the policy of insurance for Loss of Rent) from the destruction or damage whichever first occurs

6.2.2 No account shall be taken of damage in relation to any alteration or improvement to the Premises carried out otherwise than by the Landlord unless such alteration or improvement has in fact been taken into account in effecting both the insurance of the Premises and the insurance in respect of the Loss of Rent

6.2.3 Any dispute between the Landlord and the Tenant concerning the proportion or duration of the suspension or cesser shall be determined by an arbitrator appointed in default of agreement between the Landlord and the Tenant on the application of either of them by the President of the Royal Institution of Chartered Surveyors and any such reference shall be a submission to arbitration within the Arbitration Act 1996

6.3 Notices

The provisions of Section 196 Law of Property Act 1925 (as amended) shall apply to the giving and service of all notices and documents under or in connection with this Lease

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6.4 Repair of Estate Roads etc

The Landlord shall have no liability to the Tenant:

6.4.1 in relation to any failure to maintain and repair the Estate Roads the Accessways or the Additional Access unless the Tenant has given written notice to the Landlord of the relevant aspect of non maintenance or disrepair or

6.4.2 on the grounds of disrepair of the Estate Roads caused by traffic using the Estate Roads for the purposes of the development of other parts of the Estate or the carrying out of works on the Estate but so that the disrepair shall be made good within a reasonable period after the Estate Roads have ceased to be so used

6.5 Closure of facilities

The Landlord may temporarily close or withdraw from use any of the Estate Roads the Accessways or the Additional Access to permit the carrying out of any repairs maintenance or works by it or any person authorised by it and in such circumstances the Tenant shall have no claim against the Landlord in connection with any such closure or withdrawal the person carrying out such works endeavouring to keep such closure or withdrawal to the minimum reasonably required

6.6 Contracts (Rights of Third Parties) Act 1999

Unless expressly stated nothing in this Lease will create any rights in favour of any person pursuant to the Contracts (Rights of Third Parties) Act 1999

7. RENT REVIEW

7.1 In this clause:

“Assumptions”

means the assumptions that:

(a) the Premises are in good and substantial repair and condition

(b) the Landlord the Tenant and any sub-tenant have complied with all their respective covenants and obligations imposed by this Lease on each of them

(c) all parts of the Premises are fit and ready for use for the Permitted Use

(d) that the rent at which the Premises could reasonably be expected to be let is that which would be payable after the expiry of any rent free period or after the receipt of such other rent concession or inducement (in each case by way of allowance in respect of the fitting out of the Premises) as may be negotiated in the open market between a landlord and a tenant upon a letting of the Premises

(e) no work has been carried out on the Premises during the Term which has diminished the rental value of the Premises and

(f) any damage to or destruction of the Premises or any means of access to them has been fully reinstated

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“Current Rent”

means the yearly rent reserved by this Lease (disregarding any suspension of rent under any other provision of this Lease) as varied from time to time pursuant to this clause

“Matters to be Disregarded”

means each of the following matters so far as they may affect rental value:

(a) the fact that the Tenant or any sub-tenant has previously been in occupation of the Premises

(b) any goodwill attaching to the Premises by reason of the carrying on of the business of the Tenant or any sub-tenant at the Premises and

(c) any improvement to the Premises carried out during the Term by the Tenant or any sub-tenant other than improvements effected at the expense of the Landlord or pursuant to any obligation to the Landlord whether under the provisions of this Lease or any other deed or document

“New Rent”

as at any Review Date means the higher of:

(a) the Current Rent immediately before that Review Date and

(b) the Rental Value as at that Review Date

“President”

means the President for the time being of the Royal Institution of Chartered Surveyors any other body reasonably specified by the Landlord

“Rental Value”

as at any Review Date means the open market rental value of the Premises at that Review Date

(a) as agreed by the Landlord and the Tenant or

(b) as determined by a Valuer pursuant to the provisions of this clause

“Valuer”

means a chartered surveyor who has experience of practice in property of the nature and type of the Premises and who is acquainted with the market in the area in which the Premises are located

7.2 The New Rent shall be payable from and including each Review Date

7.3 If the Landlord and the Tenant do not agree upon the amount of the Rental Value by a date being three months before the relevant Review Date either the Landlord or the Tenant may require the Rental Value to be determined by a Valuer

7.4 Both the Landlord and the Tenant may require the Rental Value to be determined by a Valuer even if no attempt has been made to agree the Rental Value

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7.5 Where the Rental Value is to be determined by a Valuer and the Landlord and the Tenant do not agree as to his appointment within seven days of either of them putting forward a nomination to the other such Valuer shall be appointed at the request of either party by the President.

7.6.1 The Valuer shall act as an expert and not as an arbitrator and his decision (including anydecision as to the costs of such determination) shall be final and binding on the parties.  The costs of appointment and fees of the Valuer shall be paid in such proportion as the Valuer directs or if no direction is made then equally by the Landlord and the Tenant

7.6.2The Valuer shall upon appointment either by the parties or the President be required upon his determination to provide a reasoned award to the Landlord and the Tenant

7.7 Notwithstanding that the Valuer shall act as an expert the Landlord and the Tenant shall each be entitled to make representations and counter-representations to such Valuer a copy of which shall be supplied by the Valuer to the other of them and in making an award as to costs the Valuer shall have regard to the representations and counter-representations made to him

7.8 The Valuer shall determine the Rental Value as the yearly open market rack rental value at which the Premises might reasonably be expected to be let with vacant possession in the open market by a willing lessor to a willing lessee for a term of years equal in length to the balance unexpired of the Term as at the relevant Review Date and on the terms and conditions of a lease which are otherwise the same as this Lease except as to the actual amount of the Current Rent and the date on which the term commences and making the Assumptions but taking no account of the Matters to be Disregarded

7.9 If by the relevant Review Date the New Rent has not been ascertained (whether or not negotiations have commenced) the Tenant shall continue to pay the Current Rent on each day appointed by this Lease for payment of Rent until the New Rent has been ascertained and upon such ascertainment of the New Rent the Tenant will pay to the Landlord as arrears of rent an amount equal to the difference between the New Rent and the Current Rent actually paid for the period since the relevant Review Date together with interest on the difference at three per centum below the Prescribed Rate

7.10 In no event shall the yearly rent payable by the Tenant to the Landlord after the relevant Review Date be less than the yearly rent payable by the Tenant to the Landlord immediately before such relevant Review Date

7.11 A memorandum in the form set out in the Fourth Schedule of any increased rent determined pursuant to this clause 7 shall as soon as may be after such determination be prepared in duplicate and signed by or on behalf of the Landlord and Tenant

8. SURETY

In consideration of this demise being made at the Surety’s request the Surety covenants with the Landlord in the terms set out in the Third Schedule

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9. APPLICABLE LAW AND JURISDICTION

For the avoidance of doubt and notwithstanding the domicile or place of business for any party from time to time having an interest in this Lease the same shall be governed by and construed in all respects in accordance with the laws of England and Wales and proceedings in connection therewith shall be subject (and the parties hereby submit) to the non-exclusive jurisdiction of the English and Welsh courts and for the purposes of Order 10 Rule 3 of the Rules of the Supreme Court of England and any other relevant Rules thereof the Tenant and the Surety hereby irrevocably agree that any process may be served upon them by leaving a copy addressed to them at their address as stated above or at such other address for service within England and Wales as may be notified in writing from time to time to the Landlord

IN WITNESS of which this Lease has been executed and is delivered as a deed on the date appearing as the date of this Lease

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FIRST SCHEDULE

Two semi-detached, production buildings, each with 2-storey offices to front and each measuring approximately, 18.10m (59’4”) by 25.96m (85’2”), the whole providing gross external areas of:

Production Area:	565.52 m2 (6,087 sq. ft)
First Floor Office:	324.22m2 (3,490 sq. ft)
Ground Floor Office:	324.22m2 (3,490 sq. ft)
Total:	1,213.96m2 (13,067 sq. ft)

FRAME

Steel frame of columns and beams all to structural engineer’s design and specification. Fire protected as necessary with fire board, brick/block encasement or intumescent paint.

ROOF

Roof comprises profiled galvanised steel sheeting with light grey coloured plastisol finish on galvanised steel zed spacers on internal roof lining of galvanised steel white PVF2 coated profiled lining sheets, cavity between containing 80mm layer of mineral wool insulation. Sheeting with all laps sealed. All over galvanised mild steel purlins.

Rainwater is conducted away via insulated, galvanised presses steel gutters discharging into internal uPVC rainwater downpipes connected to the below ground surface water drainage system.

EXTERNAL WALLS

Cavity wall construction of 103mm facing bricks and internal skin of 100mm blockwork finished fair faced and emulsion painted within the production area with a partially filled cavity containing 65mm mineral wool insulation held against inner skin. Internal faces of the external walls to offices finished with plasterboard drylining with an emulsion paint finish.

South (front) elevation comprises facing brick piers surmounted by facing brick parapet with PVF2 colour coated, galvanised steel copings and contains 8 No. full height panels of curtain walling and 2 No. recessed full height entrance screens.

The curtain walling/window system has a self-draining thermally broken and pressure equalised aluminium frame with an external coating of black powder coating with silver grey Anolok 541 anodised cappings. The internal coatings being matt white polyester powder coat.

Double glazing within the curtain walling and windows consists of 6mm grey anti-sun outer pane, 12mm cavity and 6mm clear inner pane. Insulated look-a-like panels provided where vision not required.

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Curtain walling panels each have eight top hung opening lights. The curtain walling and entrance canopies are set within recesses and are provided with PVF2 coated galvanised steel birse solier over the ground floor windows.

The full height entrance screens each contain two opening lights, nine fixed glazed panes, a matching three panel door complete with polished stainless steel furniture, mortice lock and concealed bolts at head and foot. Each entrance screen also contains a PVF2 coated letter plate inset within the glazing units. A stainless steel, tubular framed feature panel is provided over each main entrance between brick piers and left ready to receive tenant’s signage.

East elevation contains three full height panels of curtain walling. One painted steel Henderson Defender door set including butt hinges and push bar panic latch, one electrically operated insulated sectional up and over loading door approximately 5m x 3.85m.

West elevation contains three full height panels of curtain walling. One painted steel Henderson Defender door set including butt hinges and push bar panic latch, one electrically operated insulated sectional up and over loading door approximately 5m x 3.85m.

North elevation comprises cavity brickwork as previously described with feature brick walling.

EXTERNAL AREAS

South:	Car parking in concrete block paving for ten cars
	Landscaping incorporating shrubs and semi mature trees
	Block paving footpaths
East:	2.4m high x 200mm diameter painted mild steel tubular bollards with cranked tops to loading door reveals
	Two retractable anti ram bollards to loading bay door
	Remote landscaping incorporating shrubs and semi mature trees with five car parking spaces in block paving
	Car parking in concrete block paving for seven cars
West:	2.4m high x 200mm diameter painted mild steel tubular bollards with cranked tops to loading door reveals
	Two retractable anti ram bollards to loading bay door
	Remote landscaping incorporating shrubs and semi mature trees with eight car parking spaces in block paving
	Car parking in concrete block paving for four cars

South side of eastern service road with 3 no. car park spaces in concrete block paving.

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INTERNAL

WALLS

In each unit:

Internal blockwork walls form at ground floor level, division between office/production areas and staircase, disabled, male and female toilet accommodation and tea room and at first floor level, staircase, male and female toilet accommodation and plant area.

Dividing wall between production and office areas is of two skins of 100mm blockwork, remaining walls generally of 100mm blockwork.

General office areas and staircases are plasterboard drylined with emulsion paint finish. Toilet accommodation and tea rooms plasterboard drylined with ceramic tile finish. First floor cleaners’ cupboard and plant room finished fair faced blockwork. All drylined walls provided with varnished ash skirtings. External windows provided with Durapal laminate faced window boards.

Internal walls contain at ground floor level six and first floor level four flush faced ash veneered semi solid core doors incorporating glazed vision panels to circulation areas. Fire doors glazed with Georgian wired polished plated glass.

Ground and first floor staircase entrances incorporate staircase screen in sold ash with Georgian wired polished plate glass. Doors complete with polished stainless steel door furniture, mortice latches or locks, kicking plates, door signage and door closers as appropriate all set in sold ash frames and architraves with clear varnish finish.

Toilet Accommodation

Ground Floor:	2 No. WC suites
Male	2 No. Hand basins
	2 No. Urinals
Ground Floor:	2 No. WC suites
Female	2 No. Hand basins
Tea Room:	1 No. Stainless steel single bowl, single drainer sink set in post formed laminate worktop with base units under
Ground Floor:	1 No. WC suite
Disabled:	1 No. Hand basin
Toilet:	3 No. Fixed grab rails
	1 No. Retractable grab rail
First Floor:	1 No. WC suite

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Male Toilet	1 No. Hand basin
	1 No. Urinal
First Floor:	1 No. WC suite
Female Toilet	1 No. Hand basin

All sanitaryware is of white vitreous china (commercial standard) except stainless steel sink and provided with all taps, plugs, chains and wastes. Sanitaryware connected to hot and cold water supplied and below ground foul drainage system. Mirrors provided over hand basins.

FLOORS

Ground floors to production areas comprise powerfloated reinforced concrete floors to BRE medium load classification incorporating proprietary anti-dust sealant.

Ground floors offices of reinforced concrete floor designed for a uniformly distributed load of 6 KN per m² with a raised access floor to PSA medium grade providing 150mm clear void. Raised access floor finished with Esco Pallas Excel or similar carpet tiles.

First floors comprise pre-cast pre-stressed concrete planks designed for a superimposed load excluding self weight of 3.5 KN per m². Office areas complete with PSA medium grade raised access floor with 150mm clear void. Raised access floor finished with Esco Pallas Excel or similar carpet tiles.

Toilet areas to ground and first floors finished with Polyflor Finesse vinyl floor covering.

Staircase and associated lobbies finished with carpet tiles to match general office areas.

Matwell and Jaymart grimestopper mat inset provided to the main entrance lobby areas.

CEILINGS

Ceiling to production areas as described under roof. With area under first floor offices comprising soffit of floor planks.

Ceiling throughout offices, staircase and toilet accommodation comprises of 600mm x 600mm white faced ceiling tiles, Rachter Systems Rafa Co-ordinate 9 Plain or similar, laid in white acrylic finished metal micro look exposed tee suspended grid.

STAIRCASES

Staircases of pre-east reinforced concrete complete with polished stainless steel handrails. The stairs are fitted with solid ash strings and skirtings with clear varnish finish to match remainder of accommodation and incorporate non-slip safety nosings.

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ELECTRICAL INSTALLATION

Lighting is provided in each unit as follows:

Ground Floor Office:	17 No. Recessed fluorescent luminaries (1200mm x 600mm)
Ground Floor Toilets:	5 No. Recessed compact fluorescent downlighters
	Concealed fluorescent batten luminaries above mirrors and WC’s
Kitchenette & Lobby:	2 No. Circular recessed fluorescent fittings with prism louvres
Production Area:	10 No. Sodium boxed downlighters
Disabled Toilets:	1 No. Shallow dome, wall mounted fluorescent fitting
Staircase	4 No. Recessed, compact, fluorescent downlighters
Associated Lobbies:	4 No. Wall mounted, feature, fluorescent fittings
	2 No. Recessed, circular, fluorescent luminaries
First Floor Toilets:	3 No. Compact fluorescent downlighters
	2 No. Concealed fluorescent batten luminaries above WC’s
First Floor Office:	19 No. 1200mm x 600mm recessed fluorescent luminaries with V cross blade low brightness louvres
External:	3 No. Compact fluorescent downlighters to canopy over entrance
	1 No. Tungsten floodlight over rear loading bay door

Emergency lighting comprising self contained units installed to meet fire officers requirements for an open plan office and production area. Small power is provided in each unit as follows:

Ground Floor Office:	3 No. 13A switched socket outlets
Ground Floor Toilet Lobby:	1 No. 13A switched socket outlet
Kitchenette:	1 No. 13A twin switched socket outlet
Production Area:	1 No. Surface mounted 13A twin switched socket outlet
Staircase and Associated Lobbies	2 No. 13A switched socket outlets

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First Floor Office:	3 No. 13A switched socket outlets
Plant Room:	1 No. Surface mounted 13A switched socket outlet

A 200 kva electricity supply to meter position with main control and protection provided in each unit by:

1 No. 400A load switch (main incomer)

1 No. Dorman Smith switchgear load bank distribution board provided with two 100A switches, a 32A switch for external lighting, two 35A switches for fire alarm supply and heating and ventilation control equipment

1 No. Distribution board for offices

1 No. Distribution board for production area

1 No. External lighting DB stop and control panel

1 No. Lighting contractors panel

HEATING

In each unit, heating is provided to the offices, toilets, tea room, staircase and circulation areas by a low pressure hot water system serving pressed metal radiators each complete with thermostatic radiator controls.

A gas fired low pressure hot water boiler complete with twin wall insulated flue and all necessary pumps, valves, thermostats and controls being located in the first floor plant area of each unit.

GAS INSTALLATION

An incoming metered and valved gas supply is provided serving boiler installations.

TELECOMMUNICATIONS

Incoming telephone ducts are provided within the ground floor offices to receive tenant's installation.

VENTILATION

Toilet areas are ventilated to provide six air changes per hour.

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Thermostatically controlled roof mounted extract tans installed to exhaust air from the first floor office ceiling voids to reduce void temperature build up at times of high solar gain through the roof.

WATER INSTALLATIONS

Incoming water mains to supply Authority's meters. From the Authority's meters the supplies are distributed within the units to serve drinking water points direct and sanitary appliances, from a storage tank.

Hot water is provided to all sanitary accommodation via a wall mounted Heatrae Sadia instantaneous electric water heaters. A further Heatrae Sadia 'Handy' water heater is provided within each disabled toilet.

FIRE ALARM INSTALLATION

A multi zone electronic fire alarm system incorporating break glass points at all exit doors and electronic sounders installed to meet the Fire Officer’s requirements for an open plan office and production area is provided in each unit.

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SECOND SCHEDULE

Part 1

The Rights

1. The right in common with the Landlord and all other persons now or at any time after the date of this Lease similarly entitled to pass at all times and for all purposes connected with the proper use of the Premises in accordance with this Lease:

1.1 with or without vehicles over and along the Estate Roads and the Accessways and (except for that part hatched purple on the Lease Plan) the Additional Access until in each case adoption by the highway authority and

1.2 on foot only over and along that part of the Additional Access shown hatched purple on the Lease Plan

2. The right in common with the Landlord and all other persons now or at any subsequent time entitled to a similar right to the free passage and running of water soil gas electricity and other services from and to the Premises through the Conducting Media in the Estate other than those adopted by the relevant statutory undertaker

3. The right of support and protection for the Premises from the remainder of Winnersh 500

Part 2

The Exceptions and Reservations

1. To the Landlord and all others authorised by it the free and uninterrupted passage and running of water soil gas electricity and telephone or any other service or supply from the other buildings and land of the Landlord and its tenants adjoining or near the Premises and from the land and premises of others so authorised as aforesaid through the Conducting Media which are now or may hereafter be in through under or over the Premises

2. To the Landlord and all others authorised by it the right at all times to enter the Premises with all necessary equipment for the purposes of:

2.1 carrying any repairs maintenance or works to or in relation to the Accessways and (where clause 4.6.4 applies) the Landscaped Areas including the right to use and take water from any external water supply at the Premises for the purposes of maintenance of planting and landscaping at Winnersh 500

2.2 laying constructing installing replacing repairing maintaining or altering any Conducting Media now or hereafter in through under or over the Premises or any adjoining property or making connections to any such Conducting Media

2.3 carrying out inspections of or tests to any such Conducting Media

2.4 doing such other things in relation to any Conducting Media which directly or indirectly serve or are connected to other premises as the Landlord considers proper to ensure that such Conducting Media are in good working order and condition and

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2.5 exercising any of the rights of the Landlord contained in this Lease

the Landlord making good any damage caused by the exercise of this right

3. To the Landlord full right and liberty at any time hereafter or from time to time to execute works and erections upon or to alter or rebuild any of the buildings erected on any part of the Estate and to use its Estate and each part of it in such manner as the Landlord may think fit notwithstanding that the access of light and air to the Premises may thereby be interfered with

4. To the Landlord and other the tenants and occupiers of other parts of Winnersh 500 the right of support and protection from the Premises

5. To the Landlord the right to install and retain on the Land columns for the provision of lighting security or other services for Winnersh 500 and the right to enter the Premises with all necessary equipment for such purposes or for maintaining altering or replacing such column

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THIRD SCHEDULE

Obligations of the Surety

1. If at any time during the Term the Tenant shall not pay any of the rents or other sums payable under this Lease or perform and observe any of the covenants conditions or other terms of the Lease the Surety shall pay such rents or other sums or observe or perform such covenants conditions or other terms

2. By way of separate and additional liability and notwithstanding that the guarantee in paragraph 1 may be unenforceable or invalid for any reason the Surety indemnifies the Landlord against all losses damages costs and expenses suffered or incurred by the Landlord arising out of or in connection with any failure by the Tenant to pay any of the rents and sums or to perform and observe any of the covenants conditions or other terms referred to in paragraph 1

3. If:

3.1 the Tenant shall be wound up or (being an individual) become bankrupt and its liquidator or trustee in bankruptcy shall disclaim this Lease or

3.2 the Tenant shall cease to exist or shall die or

3.3 this Lease shall be forfeited

(the date on which such event occurs being called the “Relevant Date”) the Landlord may within three months after the Relevant Date by notice in writing require the Surety to accept a lease of the Premises for a term commencing on the Relevant Date and continuing for the residue then remaining of the Term at the same rents and with the same covenants and conditions as are reserved by and are contained in this Lease and in such case the Surety shall take such lease accordingly and execute a counterpart of it and pay all costs and duties in relation to it

4. The Surety undertakes with the Landlord that:

4.1 its obligations to the Landlord are primary obligations and it is jointly and severally liable with the Tenant (both before or after any disclaimer by a liquidator or trustee in bankruptcy) for the fulfilment of all the Tenant’s covenants and obligations

4.2 the Surety shall not claim in any liquidation bankruptcy administration receivership composition or arrangement of the Tenant in competition with the Landlord and that the Surety shall remit to the Landlord the proceeds of all judgments and all distributions which the Surety may receive from any liquidator trustee in bankruptcy administrator administrative receiver receiver or supervisor of the Tenant and shall hold for the benefit of the Landlord all security and rights the Surety may have over assets of the Tenant while any liabilities of the Tenant or the Surety to the Landlord remain outstanding and

4.3 if the Landlord shall not require the Surety to take a new lease of the Premises the Surety shall nevertheless upon demand pay to the Landlord a sum equal to the rent first reserved under this Lease and all other sums that would have been payable under this Lease in respect of the period from and including the Relevant Date until the expiry of twelve months after such Date or

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until the Landlord shall have granted a lease of the Premises to a third party (whichever shall first occur) in addition and without prejudice to the Surety’s other obligations to the Landlord

5. The Surety waives any right to require the Landlord to proceed against the Tenant or to pursue any other remedy of any kind which may be available to the Landlord before proceeding against the Surety

6. The liabilities of the Surety under this Schedule shall not be affected by:

6.1 the granting of time or any other indulgence or concession to the Tenant or any compromise or compounding of the Landlord’s rights

6.2 the Tenant being in liquidation or (as the case may be) declared bankrupt

6.3 any variation in the terms and conditions of this Lease

6.4 any delay in exercising or failure to exercise or other exercise (including re-entry under clause 6.1) of any of the Landlord’s rights against the Tenant

6.5 any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant following a breach by the Tenant of its obligations under this Lease

6.6 any legal limitation or any immunity disability or incapacity of the Tenant (whether or not known to the Landlord) or the fact that any dealings with the Landlord by the Tenant (including the acceptance by the Tenant of this Lease) may be outside or in excess of the powers of the Tenant or

6.7 any other thing (including the expiration or sooner determination of the Term or any such disclaimer or the death of the Surety (or any of the persons comprising the Surety) or (in relation to one or more of such persons) the discharge of the other person or persons) whereby (but for this provision) the Surety or any of them would be exonerated either wholly or in part from any of the Surety obligations hereunder

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FOURTH SCHEDULE

Rent Review Memorandum

Winnersh [500] Winnersh Triangle Wokingham Berkshire

Lease dated [                                                          ] between Slough Estates (Winnersh) Limited (1) and [                                     ] (2)

Pursuant to the above Lease [                   ] as Landlord and [                  ] as Tenant record that the yearly rent has been increased to the sum of £[           ] with effect from [relevant Review Date]

Dated:

Signed:

[Landlord][Tenant]

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FIFTH SCHEDULE

Documents and matters affecting title

1. The covenants matters and stipulations set out or referred to in or contained or referred to in the documents referred to in the Property and Charges Registers of the Landlord’s title number BK 167503 so far as the same affect or relate to the Premises

2. A lease between Slough Properties Limited (1) and Southern Electric plc (2) relating to an electricity substation to the south-east of the Premises

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SIXTH SCHEDULE

Part 1

Service Charge for the Estate

Part A

Heads of Expenditure

The costs and liabilities which the Landlord (which in this Schedule shall where the context admits include any other company which is a member of the same group of companies as the Landlord) incurs or becomes liable to pay or discharge in connection with the Estate or occupiers thereon including the costs of:

1. repairing maintaining cleaning renewing and resurfacing the Estate Roads (including the renewal of the line markings on the Roads)

2. repairing maintaining replacing and operating the lighting of the Estate Roads (including the cost of electricity)

3. repairing maintaining decorating and replacing any estate office for the Estate including:

3.1 the cost of services (including electricity gas and telephone) supplied to any such office

3.2 rates payable in respect of any such office

3.3 the cost of equipment and materials in or for such office to the extent that they are intended to be provided for the purposes of such office

4. repairing maintaining and renewing any Conducting Media in or for any part of the Estate to the extent that they are not the responsibility of any tenant of the Landlord on the Estate or of a statutory undertaker and do not exclusively serve premises occupied by such a tenant

5. repairing maintaining cleaning and keeping tidy the Common Areas including the tending care and replacement of plants and trees and the maintenance and upkeep of landscaped areas including nature strips in roads or on roundabouts at or at the approaches to Winnersh Triangle

6. repair maintenance and replacement of tanks pumps pipes and other equipment (excluding any that form part of the Premises) forming part of the sprinkler system at the Estate including the costs of inspection and maintenance contracts

7. repair maintenance decoration operation lighting and cleaning of any structures fences walls signs footpaths amenities and things on the Common Areas and benefiting the Estate or part of it including any entrance feature from time to time for the Estate and any equipment associated with it

8. employing staff for the benefit of the Estate or the provision of any services on or for the Estate (including for the purposes of operating an estate office) including the costs of statutory and other insurance health pension welfare and other payments contributions and premiums and the costs

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incidental to the performance of the duties of any such staff but where engaged also to perform duties not connected with the Estate only a proportion of each of such costs

9. rates taxes assessments duties charges burdens impositions and outgoings imposed or charged upon the Common Areas or any part of them (including any estate office) or upon the owner or occupier thereof

10. insurance in such sum and against such risks as the Landlord shall consider appropriate in respect of damage to any part of the Common Areas (including the Estate Roads) and the structures buildings walls fences and other things thereon

11. public liability insurance in respect of any liability of the Landlord in relation to the Estate and the Estate Roads

12. calculating the Service Charge and the Tenant’s liability under this Lease including preparation of accounts and certification

13. providing such security service for the benefit of the Estate as the Landlord may from time to time consider appropriate

14. the management of the Estate including the fees and disbursements of:

14.1 any managing agents for or in connection with such management the collection of rent and other sums payable by tenants of the Estate to the Landlord and the performance of any other duties or services in or about the Estate

14.2 the Landlord’s surveyor for or in connection with the performance of any function for the purposes of this Lease

14.3 any other individual firm or company engaged to perform services for the Estate or any part of it

14.4 the Landlord where it carries out any service or function in such management (but excluding a fee charged by the Landlord for the collection of rent)

14.5 any other facility service amenity or thing provided on or for the Estate and intended to benefit the Estate or occupiers thereon

14.6 any value added tax payable on any of the costs referred to in this Part

Part B

Calculation of the Service Charge

1.1 The Landlord shall as soon as practicable after the end of each Service Charge Period:

1.1.1 prepare an account giving particulars of the Service Charge for that Service Charge Period and showing the Tenant’s Proportion of the Service Charge and

1.1.2 supply to the Tenant a copy of such account

1.2 Upon such account being certified by the Landlord’s surveyor it shall be conclusive evidence for the purposes of this Lease of all matters of fact referred to in it

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1.3 Advance payments on account of the Tenant’s Proportion of the Service Charge in respect of a Service Charge Period shall be paid to the Landlord by the Tenant according to the reasonable estimate made by the Landlord’s surveyor acting as expert of the amount of the Service Charge for that Service Charge Period

1.4 Written notice of such estimate shall be promptly given to the Tenant

1.5 Such payments shall be made by equal instalments on each of the quarter days occurring during the relevant Service Charge Period or (if the estimate is notified to the Tenant after such a quarter day) on such of them as occur after such notification.

1.6 The first advance payment shall be:

1.6.1 in respect of the period from the Commencement Date until the next quarter day after the date of this Lease

1.6.2 paid by the Tenant on the date of this Lease and

1.6.3 calculated according to an estimate of the Service Charge made in accordance with paragraph 2.1 and notified in writing to the Tenant

2. If the Tenant’s Proportion of the Service Charge for a Service Charge Period:

2.1 exceeds any amounts paid by the Tenant to the Landlord as advance payments on account thereof the amount of the excess (or the whole Proportion if no advance payments have been made) shall (notwithstanding the expiration or sooner determination of the Term) be paid by the Tenant to the Landlord within twenty-one days of the supply to the Tenant of the account pursuant to paragraph 1 or

2.2 is less than such amounts so paid the amount of the difference shall be credited to the Tenant against the next payments of rents due or (in the final year of the Term) reimbursed to the Tenant

3. In respect of each of the Service Charge Periods in which occur the Commencement Date and the date of the expiration or sooner determination of the Term the Tenant shall only be obliged to pay the Tenant’s Proportion of the Service Charge in respect of that part of the Service Charge for that Period as bears to the whole of that Service Charge the same proportion that the number of days of the Term occurring in the relevant Service Charge Period bears to 365

Part 2

Costs of Winnersh 500 facilities

Accessways and landscaping

1.1 The Tenant shall pay to the Landlord on written demand the proper proportion of the costs liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection with:

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1.1.1 the Accessways and any signs or direction notices on or for them including all sums incurred pursuant to clause 5.3 or otherwise in the maintenance repair cleaning lighting renewal and resurfacing of them and

1.1.2 the maintenance of landscaping at Winnersh 500 so far as not demised to any tenant

1.2 In this paragraph 1 the “proper proportion” means a fair proportion (which may take into account the extent and nature of use) to be certified by the Landlord’s surveyor whose decision shall be final and binding on the parties in the absence of manifest error

Other facilities

2.1 The Tenant shall pay to the Landlord on written demand the proper proportion of the costs liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection with the provision and maintenance of any other facility service amenity or thing for the benefit or use of the tenants or occupiers of and in Winnersh 500

2.2 In this paragraph 2 the proper proportion means the proportion which the gross external area of the Building bears to the aggregate of that area and the gross external area of the other buildings at Winnersh 500 (or any buildings replacing such buildings)

Part 3

Costs of Additional Access

1. The Tenant shall pay to the Landlord on written demand the proper proportion of the costs liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection with:

1.1 repairing maintaining cleaning renewing and resurfacing the Additional Access or

1.2 repairing maintaining replacing and operating any lighting of the Additional Access

2. In this Part 3 the proper proportion means the proportion which the gross external area of the Building bears to the aggregate of that area and the gross external area of building 1219.96 m²

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Signed as a deed by SLOUGH ESTATES /s/J. Hcawoor

(WINNERSH) LIMITED acting by a director Director

and its secretary two directors N. Luyrul

Secretary

On counterpart

Signed as a deed by EMERGENT /s/S.N. Chatfield

PRODUCT DEVELOPMENT UK LIMITED Director

acting by a director and its secretary/two /s/CJ Crivi

directors Director

Signed as a deed by EMERGENT BIOSOLUTIONS /s/Y.F.El-Hibri

INCORPORATED acting by a director and its secretary/ Director

two directors /s/Daniel J. Abdun-Nabi

Secretary