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Exhibit 10.2
DATED 22ND AUGUST 2005
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THE KENT COUNTY COUNCIL
and
GENZYME LIMITED
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DEED OF VARIATION
of
LEASE dated 19th January 2001
re: 50 Gibson Drive, Kings Hill,
West Malling, Kent
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Ref: LS/A/88154/17
wp ref: BEACH/DOCUMENTS/dov88154
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THIS DEED is made the 22nd day of AUGUST 2005 BETWEEN (1) THE KENT COUNTY
COUNCIL of County Hall Maidstone Kent ME14 1XQ ("the Landlord") and (2) GENZYME
LIMITED of 50 Gibson Drive Kings Hill West Malling Kent ME19 4AF ("the Tenant")
1 DEFINITIONS AND INTERPRETATION
In this deed:
1.1 "the Lease" means a lease dated 19th January 2001 and made between (1)
Liberty Property Limited Partnership (2) the Tenant and (3) Kings Hill
Estate Management Company Limited
1.2 the clause headings do not form part of this deed and shall not be taken
into account in its construction or interpretation
2 RECITALS
2.1 This deed is supplemental to the Lease
2.2 The parties desire to alter the terms of the Lease as mentioned below
3 ALTERATIONS TO TERMS
It is mutually agreed that as from the date hereof the amendments and variations
set out in the Schedule hereto shall be deemed to have been made to the Lease
and that the Lease shall henceforth be read and construed with such amendments
and variations
4 CONFIRMATION OF THE LEASE
The Lease shall continue in full force save as modified by this deed and shall
from the date hereof operate as if the amendments and variations contained in
this deed were incorporated in lieu of the provisions for which they are
substituted and the covenants conditions and provisions of the Lease shall have
effect as though the amendments and variations contained in this deed had been
originally contained in the Lease
IN WITNESS of which this deed has been executed the day and year first before
written
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THE SCHEDULE
1. Clause 8 shall be amended so that the date of 23 June 2011 shall be
inserted instead of 24 June 2006
2. In Clause 8 the words "a sum equivalent to ..... preceding the Break
Date" in the 7th and 8th lines shall be replaced with "the sum of
two hundred twenty thousand pounds"
3. The rent firstly reserved for the year commencing on 24 June 2005 shall
be two hundred twelve thousand five hundred pounds (exclusive of VAT)
4. The rent firstly reserved for the year commencing 24 June 2006 and
thereafter shall be two hundred twenty thousand pounds (exclusive of
VAT) subject to review as mentioned in paragraph 5 hereof
5. The Rent Review Date (as defined in the Lease) shall be amended so that
the date of 23 June 2011 shall be inserted instead of 24th June 2006
THE COMMON SEAL of
THE KENT COUNTY COUNCIL
was hereunto affixed in the
presence of:-
/s/ illegible
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An Authorised Signatory
THE COMMON SEAL of
GENZYME LIMITED
was hereunto affixed in
the presence of:-
Director /s/ Paul J. O'Connor
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Director/Secretary: /s/ T. Harrow
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DATED 22nd AUGUST 2005
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THE KENT COUNTY COUNCIL
and
GENZYME LIMITED
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AGREEMENT FOR LEASE
50 Gibson Drive, Kings Hill, West Malling, Kent
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Ref: LS/A/88154/17
WP Ref: BEACH/LEASES/agrlse 88154
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THIS AGREEMENT FOR LEASE made the 22nd day of August 2005 BETWEEN THE KENT
COUNTY COUNCIL of County Hall Maidstone Kent ME14 1XQ ("the Landlord") of the
one part and GENZYME LIMITED of 50 Gibson Drive Kings Hill West Malling Kent
ME19 4AF ("the Tenant") of the other part WHEREBY it is agreed as follows:
1. DEFINITIONS AND INTERPRETATIONS:
1.1 "the Premises" means the premises described in the Lease dated 19th
January 2001 made between (1) Liberty Property Limited Partnership (2)
the Tenant and (3) Kings Hill Estate Management Company Limited as
varied by a Deed of Variation dated 2005 amending the terms of that
Lease ("the Lease")
1.2 "Completion Date" means 24th June 2011 (subject to the Proviso contained
in clause 2.1 hereof)
1.3 The Clause headings do not form part of this Agreement and shall not be
taken into account in its construction or interpretation
2. GRANT AND COMPLETION
2.1 The Landlord shall with full title guarantee grant and the Tenant shall
accept a new lease of the Premises on the Completion Date on the same
terms and conditions as are contained in the Lease save for the
variations set out in the Schedule hereto and mentioned in clause 5.2
hereof PROVIDED that the Tenant shall have by the Completion Date served
written notice on the Landlord that the Tenant desires to take the new
lease but if the Tenant shall not serve the notice then the provisions
of this Agreement shall automatically determine and become void and of
no further effect on 24th June 2011
2.2 The new lease shall be completed on the Completion Date at the offices
of the Landlord's solicitor or such other place as the Landlord's
solicitor shall reasonably require
2.3 At any time on or after the Completion Date any party being ready and
willing to complete the new lease and perform its other obligations
under this Agreement may (but without prejudice to any other available
rights or remedy) by notice to the other invoke the provisions of Clause
2.4
2.4 Within 10 working days after service of such a Notice (excluding the day
of service) the new
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lease shall be completed and the parties shall perform their obligations
under this Agreement and time shall be of the essence of this provision
3. VACANT POSSESSION AND RENT
3.1 Vacant possession of the demise of the Premises shall be given to the
Tenant on completion of the new lease
3.2 If the new lease is completed rent shall be payable in accordance with
the terms of the new lease
3.3 The Tenant shall on or before completion of the new lease pay to the
Landlord all arrears of rent and service charge due to the Landlord
under the Lease
3.4 If the new Lease is completed the Landlord shall waive the requirements
of clause 4.21 of the Lease (yield up) provided identical provisions are
included in the new Lease and any other obligations to reinstate works
or alterations on the part of the Tenant whether under the Lease or any
document supplemental to it shall be postponed to the expiry or sooner
determination of the new Lease
4. DAMAGE
4.1 No damage to or destruction of the Premises or any part of them
occurring after the date of this Agreement however occasioned shall in
any way affect the obligations of the parties under this Agreement
5. TITLE AND CONDITION
5.1 The Tenant having previously been in occupation of the Premises shall
not raise any requisitions or objections in respect of the Landlord's
title
5.2 The Premises shall be demised subject to all matters set out in the
Lease (as subsequently varied) (as if they were repeated in full in the
new lease with such modifications as are necessary to make them
applicable to the new lease) and all matters registered or capable of
registration as Local Land Charges and the Tenant admits that it has
entered into this Agreement with Notice of the same and shall raise no
objection requisition or enquiry in respect thereof
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5.3 The Tenant has entered into this Agreement with Notice of the actual
state and condition of the Premises and shall take the same as they are
6. NO ASSIGNMENT POSSESSION ETC
6.1 The Tenant shall not assign underlet charge or otherwise deal with the
benefit of this Agreement in whole or in part and the Landlord shall not
be obliged to grant the new lease to any person other than the Tenant
except that the Tenant may assign the benefit of this Agreement to any
person body or company to whom it shall have assigned or sublet the
Demised Premises by the Lease in accordance with the provision of
clauses 4.10 and 4.11 of the Lease
6.2 This Agreement is an executory Agreement only and shall not operate to
be or be deemed to operate as a demise of the Premises
6.3 From the expiration of the Lease and until completion of the new lease
(if there shall be a gap) the Tenant shall be the Tenant-at-Will of the
Landlord in respect of the Premises subject to all covenants and
conditions on the part of the Tenant contained in the new lease
7. NOTICES AND NON-MERGER
7.1 Any notice served in accordance with this Agreement shall be in writing
and may (in addition to any other effective mode of service) be sent by
registered or recorded delivery post to the relevant party
7.2 Any notice given by or to any party in accordance with this Agreement
may be given by or to that party's solicitors
7.3 To the extent that they remain to be observed and performed all of the
provisions of this Agreement shall continue in full force and effect
notwithstanding completion of the new Lease
8. EXCLUSION OF SECTIONS 24 TO 28 OF THE 1954 ACT
8.1 Pursuant to Section 38A(1) of the Landlord and Tenant Act 1954 as
inserted by the Regulatory Reform (Business Tenancies) (England and
Wales) Order 2003 ("the Order") the parties agree that the provisions of
Sections 24 to 28 inclusive of the Landlord and Tenant Act 1954 shall be
excluded in relation to the new lease
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8.2 For the purposes of Section 38A(3) of the Landlord and Tenant Act 1954
as inserted by the Order and Schedule 2 to the Order the parties confirm
that:
8.2:1 the Landlord served on the Tenant on 28 June 2005 a notice in
the form or substantially in the form set out in Schedule 1 to
the Order in relation to the tenancy to be created by the new
lease before the Tenant entered into this Agreement
8.2:2 Paul O'Connor who was duly authorised by the Tenant to do so
made in relation to the notice referred to in clause 8.2:1 above
a statutory declaration dated 7 July 2005 in the form or
substantially in the form set out in paragraph 8 of Schedule 2
to the Order before the Tenant entered into this Agreement
8.3 The Tenant confirms that Paul O'Connor was duly authorised to make the
statutory declaration referred to in clause 8.2:2 above on its behalf
8.4 The new lease shall contain an agreement in similar terms to clause 8.1
above and the parties shall serve all such notices and complete all such
declarations and other documents and carry out all such procedures as
shall at that time be necessary to enable such an agreement to be
validly entered into
THE SCHEDULE
1. The Lease shall be between the parties hereto or their successors in
title
2. The Term shall be from and including 24th June 2011 to and including
23rd June 2016
3. The rent for the new lease shall be two hundred twenty thousand pounds
per year or such rent as shall be determined in accordance with the
provisions for rent review on 23rd June 2011 contained in the Lease
[but the procedure therefore shall commence at any time after
25th December 2010 by the Landlord suggesting to the Tenant the amount
of the new rent]
SIGNED: /s/ illegible
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For and on behalf of the Landlord
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Authorised Signatory
SIGNED: /s/ Paul J. O'Connor
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For and on behalf of the Tenant
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