Exhibit 10.5.0
2022
Lease relating to
Suite 7, Level 1, QMB Innovation Centre, London
Queen Mary BioEnterprises Innovation Centre (1) and
Medical Wireless Sensing Limited and Lamda Guard Technologies Limited (2)
Womble Bond Dickinson (UK) LLP
Tel +44(0)345 415 0000
www.womblebonddickinson.com
CONTENTS
Clause Page
SCHEDULE 1 15
Rights Granted 15
SCHEDULE 2 16
Rights Reserved 16
SCHEDULE 3 17
Subjections 17
SCHEDULE 4 18
Services 18
SCHEDULE 5 20
Services 20
SCHEDULE 6 22
Plan 22
SCHEDULE 7 23
Rent 23
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DATE PARTIES
AGREED TERMS
Business Day a day on which banks are open for business in London which is not a Saturday or Sunday or bank holiday.
Building the Queen Mary Bioenterprises Innovation Centre 42 New Road Whitechapel E1 2AX being all the land comprised in Title Number EGL520546.
Group Company a company that is a member of the same group as the Tenant within the meaning of Section 42 of the Landlord and Tenant Act 1954 (as amended).
Premises Suite 7, First Floor of The Queen Mary Bioenterprises Innovation Centre 42 New Road Whitechapel E1 2AX shown edged yellow on the Plan which forms Schedule 6 hereto which includes:
But excluding:
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frames and fittings within such walls;
Term a term commencing on 20 October 2022 and expiring on 19 October 2027.
Rent in respect of the Rent Commencement Date to and including 19 October 2025 the sum of £59,360.00 plus VAT per annum and then as revised in accordance with clause 10 of this Lease. The Rent is inclusive of charges for the provision of Landlord services relating to facilities infrastructure building fabric as set out in Schedule 4 but excludes business rates or any additional charges payable by the Tenant as itemised in Schedule 5.
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Rent Commencement Date
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20 October 2022.
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Rent Payment Dates the 1st day in any calendar month
Review Date 20 October 2024
Permitted Use research and development within Use Class B1 of the Schedule to
the Town & Country Planning (Use Classes) Order 1987.
Break Date 20 October 2025
Break Notice written notice to terminate this lease on the Break Date specifying
the Break Date and served in accordance with Clause 8 or clause 9 (as appropriate).
Deposit a sum equal to two months' annual Rent plus a sum equal to VAT on that amount.
Insured Risk such risks as are specified in the Superior Lease.
Interest interest during the period from the date on which the payment is due to the date of payment both before and after any judgment at the Interest Rate or should the base rate referred to in clause 2.4 cease to exist such other rate of interest as is most closely comparable with the Interest Rate to be determined by the Landlord.
Interest Rate three per cent (3%) above the base rate of the Bank of England.
Minimum Amount the sum equal to 2 months' annual Rent plus a sum equal to VAT on that amount.
Planning Acts the Town and County Planning Act 1990 the Planning (Listed
Building and Conservation Areas) Act 1990 the Planning (Consequential Provisions) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning and Compensation Act 1991 the Planning Act 2008 and all statutes regulations and orders included
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by virtue of clause 3.5.
Previous Leases the leases dated 19 October 2012; 19 October 2017 and 19 October 2020 made between (1) the Landlord and (2) the Tenant and all documents supplemental or collateral to those leases.
Superior Landlord Queen Mary and Westfield College, University of London.
Superior Lease a lease dated 15 March 2007 and made between (1) the Superior
Landlord and (2) Queen Mary Innovation Limited.
VAT Value Added Tax or any other such imposition or levy of a like nature which may extend or replace Value Added Tax.
The Tenant covenants with the Landlord:
To pay the Rent and any VAT in respect of it (whether formally demanded or not) without any deduction or set off by twelve (12) equal monthly instalments in advance on or before the Rent Payment Dates. The payments shall be made by electronic means and the first such payment shall be made on the date of this Lease and shall be a proportionate sum in respect of the period
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from and including the Rent Commencement Date to and including the day before the Rent Payment Date next following.
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the Landlord shall forthwith give notice thereof to the Tenant in writing and may use or apply or retain the whole or any part of the Deposit to the extent necessary to cure the event of default;
5.2.4 the Deposit or the balance of it (if any) shall be returned to the Tenant within three (3) months of the end of the Term;
5.2.4 (a) the Deposit or the balance of it (if any) shall be returned to the Tenant within 3 months of the date on which the removal works have been completed to the satisfaction of the Landlord or within 3 months of the date on which the Landlord’s decontamination process has been concluded, whichever is the latest;
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5.2.4 (b) the Deposit or the balance of it (if any) shall be returned to the Tenant within 3 months of the date on which the Landlord’s decontamination processes have been concluded or within 3 months of the date on which the fume hood removal works have been completed to the satisfaction of the Landlord, whichever is the latest.
The Tenant agrees to pay to the Landlord within twenty (20) Business Days of written demand any and all operating expenses expressly set out below:
To pay and indemnify the Landlord against all rates taxes assessments duties charges impositions and outgoings which are now or during the Term shall be charged assessed or imposed on the Premises or upon the owner or occupier of them excluding any payable by the Landlord which in the absence of a direct assessment shall be reasonably determined by the Landlord.
To keep the Premises in good repair and decorative order and in a clean and tidy state and condition at all times.
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Not to assign underlet charge or part with or share possession or occupation of the whole or any part of the Premises or hold the whole or any part of the Premises on trust for another.
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and forthwith to make good damage caused by such removal or reinstatement at the Tenant’s expense;
The Tenant must pay Interest on any of the Rent or other sums due under this Lease that are not paid within seven (7) Business Days of the date due whether formally demanded or not. Nothing in this clause entitles the Tenant to withhold or delay any payment of the Rent or any other sum due under this Lease or affects the rights of the Landlord in relation to any non-payment.
The Tenant must ensure that at all times the Landlord has written notice of the name home address and home telephone number and mobile telephone number of at least two (2) codeholders or keyholders (as appropriate) of the Premises.
To pass to the Landlord within ten (10) Business Days of receipt any notices or communications received from any public authority affecting the Premises.
The Tenant must give notice to the Landlord of any defect in the Premises which might give rise
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to an obligation on the Landlord to do or refrain from doing any act or thing in order to comply
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with the provisions of this Lease or the duty of care imposed on the Landlord pursuant to the Defective Premises Act 1972 or otherwise and at all times to display and maintain all notices which the Landlord may from time to time reasonably require to display at the Premises.
Not to place any sign or advertisement outside the Premises or lettering upon the windows or any other part of the Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld.
The Tenant shall comply with the Superior Landlord’s and the Landlord’s reasonable regulations from time to time relating to the Building including the disposal of refuse.
To be responsible for and to keep the Landlord fully indemnified against all costs expenses claims and liabilities arising directly out of any act omission or negligence of the Tenant or any persons at the Premises or in the Building expressly or impliedly with the Tenant’s authority or any breach or non-observance by the Tenant of the covenants conditions or other provisions of this Lease.
Not to permit to be discharged into any pipes or conduits serving the Premises or the Building any oil or grease or any deleterious objectionable dangerous poisonous or explosive matter or substance and to take all reasonable measures to ensure that any effluent so discharged will not be corrosive or otherwise harmful to the said pipes or conduits or cause obstruction or deposit in them.
To comply with all legal requirements statutes regulations and orders and all directly applicable EC Law for the time being in force and any requirements or directions of any competent authority relating to the Premises.
To pay to the Landlord VAT chargeable in respect of Rent or any other payment made by the Tenant under any of the provisions of or in connection with this Lease or paid by the Landlord or any payment made by the Landlord where the Tenant agrees in this Lease to reimburse the Landlord for such payment and the Landlord is not entitled to recover the same by way of set off from H M Revenue and Customs.
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To observe and perform the tenant covenants in the Superior Lease in so far as they relate to the Premises except for the covenant to pay rent.
The Landlord covenants with the Tenant:
To permit the Tenant peaceably and quietly to hold and enjoy the Premises without any lawful interruption or disturbance from or by the Landlord or any person claiming under or in trust for the Landlord or by title paramount.
The Landlord shall observe and perform the tenant covenants in the Superior Lease including to pay the rent save where they are the responsibility of the Tenant or another occupier of all or any part of the Building and shall procure so far as possible the Superior Landlord’s compliance with the landlord covenants in the Superior Lease.
Subject to payment by the Tenant of the Rent the Landlord shall provide those services listed in Schedule 4 (the Services) PROVIDED THAT:
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If the whole or a substantial part of the Premises shall be damaged or destroyed by any of the Insured Risks such that reinstatement of the Premises is impracticable either party may determine this Lease by giving three (3) months' notice to the other after such damage or destruction and if so determined the Landlord shall not be under any obligation to reinstate the Premises and such determination shall be without prejudice to any antecedent breaches and the insurance monies shall belong to the Landlord (but not monies received by the Tenant under its own policy for loss of its own equipment and effects).
To keep confidential all commercial and financial information provided by the Tenant in compliance with clause 5.25.1 (but for the avoidance of doubt the Landlord shall not be required to keep the information provided in accordance with clauses 5.24.2 and 5.24.5 confidential but the Landlord shall only share such information with the LDA or its successor).
If at any time during the Term:
the Landlord may at any time (and notwithstanding the waiver of any previous right of re-entry) re-enter the Premises or any part of them in the name of the whole and thereupon the Term shall absolutely cease and determine but without prejudice to any rights or remedies which may have accrued to the Landlord against the Tenant in respect of any antecedent breach of any of the covenants and conditions contained in this Lease (including the breach in relation to which re- entry is made).
The Tenant acknowledges that this Lease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly set out in this Lease.
If the Premises or the access there to is destroyed or damaged by any of the Insured Risks as listed in the Superior Lease so as to make the Premises or access thereto unfit for beneficial occupation or use or reasonable access to the Premises unavailable and the insurance effected by the Landlord has not been vitiated or payment of the policy monies wholly or partly withheld or refused by reason of any act neglect or default or omission of the Tenant or any person deriving title under the Tenant or their respective servants agents licensees or invitees the Rent or a fair proportion thereof according to the nature and extent of the damage shall not be payable until the Premises are again rendered fit for beneficial use and (as the case may be) occupation and any dispute shall be referred to the award of a single arbitrator to be appointed in default of
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agreement upon the application of the Landlord by the President for the time being of the Royal Institute of Chartered Surveyors in accordance with the provisions of the Arbitration Act 1996.
The Landlord shall be entitled to sell any goods on which it may have a lien pursuant to this Lease which have been left at the Premises for more than ten (10) Business Days after the end of the Term (howsoever determined) at such price and upon such terms as the Landlord in its discretion may think fit and the net proceeds of any such sale shall be applied firstly towards payment of any such sums due by the Tenant to the Landlord and any balance shall be paid to the Tenant after deduction of all reasonable costs and expenses incurred by the Landlord.
Nothing in this Lease shall operate expressly or impliedly to confer upon or grant to the Tenant any easement right or privilege other than those expressly hereby granted.
Nothing in this Lease or in any consent granted by the Landlord under this Lease is to imply or warrant either the state or condition of the Premises or that the Premises may be lawfully used under the Planning Acts for the Permitted Use.
Nothing in the Lease shall by implication or otherwise render the Landlord obliged to do anything that the Landlord has not specifically covenanted to do.
Disputes and differences between the parties arising out of or in relation to this Lease shall be referred to the exclusive jurisdiction of the English Courts This Lease shall be governed by and construed in accordance with English Law.
The parties hereby confirm that notwithstanding any other provision of this Lease this Lease shall not and shall not purport to confer on any third party any right to enforce any term of this agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999.
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The Landlord has served on the Tenant a notice on the form set out in schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (the Order) and the Tenant has made a statutory declaration in the form set out in paragraph 8 of schedule 2 to the Order and the parties agree that the provisions of sections 24-28 (inclusive) of the Landlord and Tenant Act 1954 shall not apply to this Lease.
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
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SCHEDULE 1
Rights Granted
The following rights are granted to the Tenant such rights being exercisable in common with the Landlord and those authorised by the Landlord:
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SCHEDULE 2
Rights Reserved
Excepting and reserving in favour of the Superior Landlord the Landlord and those authorised by the Landlord:
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SCHEDULE 3
Subjections
All those easements quasi-easements restrictions covenants or provisions to which the Building or any part thereof is subject.
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SCHEDULE 4
Services
The Landlord will cover the disposal cost of domestic, office and recyclable waste only from the Ashfield Street (goods in yard) bins for the entire Term.
For the avoidance of doubt, the Landlord will not cover the disposal cost of clinical, biological and radioactive and non-radioactive chemical waste from the Ashfield Street goods in yard.
The cleaning of the Building, cleaning services to the main communal corridors plus communal toilets proximal to lifts.
Domestic water air conditioning and heating services. There will be an electronic card entry system into the building and in the lifts. The front door to the first floor Premises will be protected exclusively by a mechanical digital-lock system which will be provided by the Landlord. The mechanical digital-lock entry code cannot be changed by the Tenant without the permission of the Landlord (such permission not to be unreasonably withheld or delayed) and if this permission is given then the code must be made available to the Landlord. If the Tenant with the prior consent of the Landlord installs a card access lock on the Tenant’s demise front door, then the Tenant must provide three valid key cards to Landlord.
The Landlord has a utilities room containing two autoclaves an ice machine and a RO water purifier, which are for use of tenants occupying space on the 1st floor and 2nd floor, subject to availability.
The Tenant will have free use of the autoclave (tenant operated) for the length of the Lease, subject to availability. One Tenant employee per company will be trained to use the autoclave (the Landlord will cover this cost for one employee for the Lease term period only - subsequent training for additional staff will be the responsibility of the Tenant to implement and to pay for). The Landlord insists as a condition of the Lease that all Tenant staff using the autoclave must undergo training and that an evidence trail for the training be established by the Tenant. Yearly maintenance services of the autoclave for general use will be covered by the Landlord. Tenant specific calibration including Tenant specific load testing will be a cost to the Tenant.
It is the responsibility of the Tenant to ensure that the purity of the RO water is of sufficient quality for their specific use by inspecting the LED alarm.
24 hour security will be provided for the perimeter and communal areas via CCTVs connected to the Whitechapel security room of Queen Mary and Westfield College, University of London patrolling security guards in the evenings and weekends and a front desk presence during normal working hours (Monday to Friday 0830 to 1730) but for the avoidance of doubt there will be no front desk coverage on Bank holiday or during Queen Mary and Westfield College, University of London closure days.
The Landlord will provide free air conditioning via the Building’s original air-handling systems with the exception of all electricity and energy costs associated with air supply and extract to the Tenant’s ducted microbiological safety cabinets Tenant’s ducted fume hoods Tenant’s other
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ducted equipment and any Tenant’s installed air handling system not connected to the base-build air handling system in the central west riser. The costs for the Tenant’s ducted equipment will be covered by the Tenant.
The Landlord will cover the cost of the domestic water supply to the Premises subject to a cap of 1125 cubic metres per annum. The Tenant will pay any excess above this cap. The Landlord reserves the right to install a water meter in the Premises at any time during the Term.
If the Tenant installs any freezers and or fridges and or computer server units and or ovens and or laboratory equipment in the original write up space and or converts the original write up space to laboratory space or workshop space, the Landlord is not obliged to install additional chilling capacity and or additional cooling capacity.
The Landlord does not guarantee either continuity or sufficiency of electricity water heating cooling air supply and air extract in the event of a mains electricity grid failure or mains electricity grid voltage reduction but shall otherwise ensure that the Landlord’s systems for the provision of such services shall be adequately maintained and kept in good repair at all times.
The Tenant cannot connect electrical equipment to the Landlord’s essential red plug electricity supply without the Landlord’s written permission and if the Landlord’s permission is granted, the Landlord does not guarantee either continuity or sufficiency of the essential red plug electricity supply.
The Landlord requires that the last Saturday of every quarter year is used for building maintenance and that all air-conditioning, ventilation and water can be switched off by the Landlord between 08.00 hours and 20.00 hours on this aforementioned day and, if required by the Landlord, the electricity can be switched off for up to 90 minutes within this same period. The Landlord requires that the Tenant indemnifies the Landlord against any loss by the Tenant due to the lack of these utilities during this aforementioned day.
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SCHEDULE 5
Services
Services which are exclusive of the rental charge are:
Meeting room usage is charged on hourly, half day or full day rate basis only. Details of the meeting room charges can be found in the tenant handbook which is updated annually.
Readings will be taken once a quarter and the Tenant will be re-charged.
Internet access and phone line services have to be individually sourced and installed by the Tenant.
The Landlord will provide the Cat 5e/6 cabling connecting the demise to the external fibre optic connection points and or external telephone copper wire connection points within the 1st floor west riser shaft.
All cleaning costs within the Premises are the responsibility of the Tenant.
The safe transport of chemicals and biological materials and waste by the Tenant or its contractors including but not limited to solid carbon dioxide, pressurised carbon dioxide, liquid nitrogen, pressurised liquid nitrogen and compressed gases will be the responsibility of the Tenant. The Tenant or its contractors are not allowed to transport solid carbon dioxide, liquid nitrogen and compressed gases in the lifts when humans are present in the lifts. The landlord will enable sole use of the lifts, upon request by the tenant and subject to availability. The safe transport of all waste by the Tenant or its contractors including domestic/office, clinical, biological and radioactive and non-radioactive chemical waste to and from the 'Ashfield Street’ goods in yard will be the responsibility of the Tenant. The storage of any pressurized vessel within the Premises is only allowed with the prior written permission of the Landlord. The safe transport of all chemicals, and biologicals and waste via the Landlord’s corridors and lifts must comply with the Landlord’s procedures (available upon request).
Pathogenic and or infectious biological and clinical wastes must be either:-
Non-pathogenic and or non-infectious biological and clinical wastes must be bagged in orange and or yellow plastic bags with source identification labels. The bags can then be moved by the Tenant directly out the Building, via the common corridors, stairwells and lifts, to the Ashfield St. goods in yard
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Sharps materials must be in closed, impact resistant containers with source identification labels. These can then be moved by the Tenant directly out of the Building, via the common corridors, stairwells and lifts, to the Ashfield St. goods in yard. Sharps materials cannot be enclosed in orange and or yellow bags.
Chemical and radioactive wastes must be in closed, impact resistant and chemical resistant containers with source and material identification labels. The Tenant may then move such containers out of the Building, via the common corridors, stairwells and lifts, to the Ashfield St. goods in yard.
It will be the responsibility of the Tenant to separate non-radioactive solvent waste into chlorinated organic waste and non-chlorinated organic waste and aqueous base waste and aqueous acid waste streams and deliver these to a nearby centralised collection points outside the Building designated by the Landlord for the Term of the Lease. Special waste including furniture, radioactive waste, batteries, heavy metal salts, electronic and laboratory equipment has to be dealt with by the Tenant at the Tenant’s own cost.
The Landlord does not provide an autoclave service, or glassware washing service to the Tenant. The Tenant must operate the first floor autoclave and glassware washing machinery itself.
Landlord yearly maintenance of the autoclaves will be completed. Any tenant specific testing and calibration outside the Landlord provided maintenance will be the responsibility of the Tenant.
The Tenant is not allowed to store overnight any waste in the first floor autoclave room or in any common parts.
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SCHEDULE 6
Plan
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SCHEDULE 7
Rent
Suite | Rate | Total square Feet | Annual | Quarterly |
7 | In respect of the | 742 sq. ft. | £59,360.00 plus VAT per annum in respect of the period from and including 20 October 2022 to and including 19 October 2025 and thereafter as reviewed in accordance with the terms of this Lease | £14,840.00 plus VAT in |
| period 20 October |
| respect of the period | |
| 2022 to 19 October |
| from and including 20 | |
| 2025 the sum of |
| October 2022 to and | |
| £80.00 plus VAT per |
| including 19 October | |
| square foot per |
| 2025 and thereafter as | |
| annum and |
| reviewed in | |
| thereafter as |
| accordance with the | |
| determined in |
| terms of this Lease. | |
| accordance with the |
|
| |
| rent review |
|
| |
| provisions contained |
|
| |
| in this Lease. |
|
|