EXHIBIT 10.28
Dated March 28, 2001
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(1) THE EQUITABLE LIFE ASSURANCE SOCIETY
(2) VIRATA LIMITED
(3) VIRATA CORPORATION
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LEASE
of
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▇▇▇▇▇▇ ▇▇▇▇
CAMBRIDGE
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CONTENTS
Clause Heading
1. INTERPRETATION........................................... 1
2. DEMISE AND RENTS......................................... 6
3. TENANT'S COVENANTS....................................... 7
4. LANDLORD'S COVENANTS..................................... 30
5. INSURANCE................................................ 32
6. RENT REVIEWS............................................. 34
7. PROVISOS................................................. 39
8. SERVICE CHARGE........................................... 44
9. SURETY COVENANTS......................................... 46
FIRST SCHEDULE
The Demised Premise
SECOND SCHEDULE
Easements and other rights granted
THIRD SCHEDULE
Exceptions and Reservations
FOURTH SCHEDULE
Particulars of Landlord's services
FIFTH SCHEDULE
Deeds & Documents affecting the Demised Premises
SIXTH SCHEDULE
Surety Covenants
THIS LEASE is made on March 28, 2001
BETWEEN:
(1) THE EQUITABLE LIFE ASSURANCE SOCIETY (the "Landlord") (Company
Registration Number 37038) whose registered office is at City ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; and
(2) VIRATA LIMITED (the "Tenant") (Company Registration Number 2798338) whose
registered office is at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇; and
(3) VIRATA CORPORATION (the "Surety") a company incorporated under the laws of
the State of Delaware United States of America and having its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Santa Clara California
95054 United States of America and whose address for service in England and
Wales is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In these presents except as otherwise provided or where the context
otherwise requires the following words and expressions shall have the
following meanings:
the "Common Parts": those parts of the Estate designed or intended for use
in connection with the Estate by members of the public and/or for the joint
use of any occupiers within the Estate and which shall include without
prejudice to the generality of the foregoing all of the following namely
all access roads unadopted roads courtyards malls service areas service
roadways loading and unloading bays service ramp car parking bridges
gardens pathways pavements pedestrian ways landscaped areas lifts plant
and machinery (if applicable) fire escape ways ramps signs noticeboards
boundary walls service media fences gates storage areas refuse disposal and
collection areas lakes water features and any other parts used in common
with others
the "Conduits": all sewers drains mains pipes cisterns tanks meters
gulleys culverts gutters conduits ducts flues watercourses channels subways
wires cables sprinkler systems alarm and security systems and other
conducting media of whatsoever nature
the "costs of the Landlord's services": the costs incurred by or on behalf
of the Landlord in connection with the provision of the services and the
other matters to or for the Demised Premises as specified in the Fourth
Schedule
the "Demised Premises": the whole of the premises hereby demised as
described in the First Schedule and all the appurtenances thereto belonging
together with all additions alterations and improvements made thereto or
reinstatement thereof at any time during the Term and shall also include
all Landlord's fixtures and fittings which are now or at any time hereafter
attached thereto any building now or hereafter erected on or in place of
the premises hereby demised
the "Estate": that part of Cambridge Science ▇▇▇▇ ▇▇▇▇▇▇ Road Cambridge as
the same is shown for identification on Plan 1 and thereon edged blue
the "Full Reinstatement Cost": the costs to be incurred (including the
Landlord's Architect's surveyor's and other professional fees and expenses
incidental thereto and the cost of shoring up demolition and site clearance
and similar expenses) in the Reinstatement of the Demised Premises in
accordance with the requirements of this Lease at the time when such
Reinstatement is likely to take place
the "Insured Risks": (subject to such exclusions and limitations as are
imposed by the Insurers and notified to the Tenant in writing except in
respect of the Irrigation System which at all times the Landlord shall use
all reasonable endeavours to insure) the risks in respect of loss or damage
by fire storm tempest flood lightning civil commotion riot explosion
(excluding the explosion of boilers not being domestic boilers) malicious
damage aircraft and other aerial devices parts thereof and articles dropped
therefrom (not being war damage within the meaning of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ or any modification
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or re-enactment thereof or similar enactment for the time being in force)
burst pipes the Irrigation System impact subsidence ground heave or
landslip and such additional risks as the Landlord may from time to time
deem prudent
the "Insurers": the Landlord's own insurance fund or the insurance office
or underwriters of repute with whom the insurance cover taken out by the
Landlord pursuant hereto is effected
the "Irrigation System": the water tank on the roof of the Demised Premises
and all pipes and other equipment associated therewith which tank and
equipment do not serve the Demised Premises but belong to the Landlord for
the purpose of irrigating the landscaping on the Estate or part thereof
the "Landlord's Accounting Year": the period from the 25th day of March to
the 24th day of March in each year or such other annual period as the
Landlord may in its absolute discretion determine from time to time
the "Loss of Rent": the loss of the Principal Rent for such period (not
exceeding five years and not less than three years) as the Landlord may
from time to time consider to be sufficient having regard to the likely
period required for reinstatement in the event of either partial or total
destruction (including an estimate for increased rent prior to a rent
review)
"Permitted Part": subject to the terms of the Superior Lease the whole of
a floor of the Demised Premises or one half of a floor of the Demised
Premises (excluding those parts of the floor affording access to or egress
from the Permitted Part and excluding the service core) which shall have
all necessary rights and easements as to be capable of beneficial
occupation and use and "Permitted Parts" shall be construed accordingly
"Personnel": servants agents licensees and visitors and "Tenant's
Personnel" includes any sub-tenant and the personnel of any sub-tenant or
licensee of the Tenant
"Plan 1": the plan for identification only annexed hereto and marked Plan 1
"Plan 2": the plan for identification only annexed hereto and marked Plan 2
3
"Plan 3": the plan for identification only annexed hereto and marked Plan 3
the "Planning Acts": the Town and Country Planning ▇▇▇ ▇▇▇▇ the Planning
(Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇ the Planning (Hazardous
Substances) ▇▇▇ ▇▇▇▇ the Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇ and
the Planning and Compensation ▇▇▇ ▇▇▇▇ and any existing or future
legislation of a similar nature
the "Prescribed Rate": the annual rate of interest which is from time to
time 4% above the base rate for the time being of The Royal Bank of
Scotland Plc (or such other Bank being a Member of the British Bankers
Association as the Landlord may nominate by notice in writing to the
Tenant) Provided that if it becomes impossible to ascertain such rate then
the rate to be substituted for such base rate shall be such alternative and
comparable rate of interest as the Landlord shall reasonably determine from
time to time
the "Principal Rent": the rent first herein reserved
"Reinstatement": rebuilding and renovating the Demised Premises or the
relevant part thereof in substantially the same form with such variations
as may be required by law or by the appropriate regulatory bodies or by
good building practice or which do not materially adversely affect the
Tenant and the expression "Reinstate" shall be construed accordingly
the "Rents": all the rents reserved and made payable by the Tenant under
this Lease
the "Services": gas electricity steam soil water telephone electrical
impulses and other services
the "Service Charge": the proper proportion (to be determined from time to
time by the Landlord or its surveyor whose decision shall be final and
binding (save as to points of law and manifest error)) payable by the
Tenant of the costs of the Landlord's services
the "Superior Lease": the Lease dated 27 March 1990 (as varied by the Deed
of Variation dated 5 November 1992) referred to in the Fifth Schedule
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the "Tenant's Covenants": all covenants obligations or stipulations
conditions and agreements imposed upon the Tenant or on the part of the
Tenant contained or implied by this Lease
the "Term": the term of years hereby created
the "usual quarter days": means 25th March 24th June 29th September and
25th December in each year of the Term
"Value Added Tax": value added tax charged under the Value Added Tax ▇▇▇
▇▇▇▇ and shall include any interest fine penalty or surcharge in respect of
value added tax charged save where the context otherwise requires
1.2 Where two or more persons are included in the expression the "Landlord" the
"Tenant" or the "Surety" the covenants agreements and obligations hereby
entered into by those persons shall be deemed to be entered into by them
jointly and severally
1.3 the "Tenant": includes his her its or their successors in title and assigns
and permitted undertenants and where two or more persons are included
therein shall also include (as the case may be) the survivor or the
survivors of those persons and shall also include the personal
representatives of a sole individual or last surviving individual Tenant
1.4 the "Surety": includes his her its or their successors in title and where
two or more persons are included therein shall also include (as the case
may be) the survivor or the survivors of those persons and shall also
include the personal representatives of a sole individual or last surviving
individual Surety
1.5 the "Landlord": includes (where the context admits) the reversioner(s) for
the time being expectant whether immediately or not upon the determination
of the Term
1.6 this "Lease": includes any document which is supplemental hereto or which
is entered into pursuant to or in accordance with the terms hereof
1.7 References to statutes statutory instruments bye-laws regulations orders
and delegated legislation shall include any statute statutory instrument
bye-law regulation order notice
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direction or delegated legislation modifying re-enacting extending or made
pursuant to or deriving effect from the same for the time being in force
1.8 Any covenant by the Tenant and/or the Surety not to do an act or thing
shall be construed as if it were a covenant not to do or permit or suffer
to be done such act or thing
1.9 Any covenant by the Tenant and/or the Surety not to omit to do an act or
thing shall be construed as if it were a covenant not to omit or permit or
suffer to be omitted or permitted such act or thing
1.10 Any reference to any act of the Tenant and/or the Surety shall include any
act neglect default or omission of the Tenant and/or the Surety or the
Tenant's Personnel
1.11 Headings appearing in this Lease are for ease of reference only and shall
not affect the construction of this Lease
1.12 References in this Lease to Clauses sub-clauses Paragraphs sub-paragraphs
and Schedules are references to those contained in this Lease
2. DEMISE AND RENTS
In consideration of the rents hereinafter reserved and of the covenants on
the part of the Tenant hereinafter contained the Landlord hereby demises
unto the Tenant all those the Demised Premises together with the easements
and rights (but not including any right or easement unless the same be
expressly herein referred to) specified in the Second Schedule but except
and reserving unto the Landlord and all other persons authorised by the
Landlord the easements and rights and other matters specified in the Third
Schedule to hold the same unto the Tenant for a term of years from the 26th
day of February 2001 until the 24th day of March 2001 and thereafter for a
term of TWENTY YEARS from and including the 25th day of March 2001 SUBJECT
to the covenants conditions stipulations exceptions reservations easements
and other matters referred to or contained in the documents referred to in
the Fifth Schedule and subject also to all rights and easements quasi-
easements or reputed easements and privileges belonging to or enjoyed by
any adjacent or neighbouring property which may be necessary or convenient
for the
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enjoyment thereof yielding and paying therefor during the Term and
proportionately for any fraction of a year in each case without any
deduction whatsoever) the rents following that is to say FIRST from and
including the 26th day of February 2001 the clear yearly rent of SEVEN
HUNDRED AND THIRTY ONE THOUSAND FOUR HUNDRED AND FORTY EIGHT POUNDS
((Pounds)731,448.00) per annum exclusive (subject to the provisions for
review herein contained) to be paid in advance by equal quarterly payments
on the usual quarter days in every year the first of such payments being
the rent from and including the 26th day of February 2001 to the usual
quarter day then next succeeding then to be made on the 26th day of
February 2001 SECONDLY within seven days of a written demand the moneys
referred to in Clause 3.2 THIRDLY within seven days of a written demand the
moneys referred to in Clause 3.7 FOURTHLY the moneys referred to in Clause
7 FIFTHLY within seven days of written demand all costs charges and
expenses which the Landlord may from time to time incur in connection with
or in procuring the remedying of any breach by the Tenant of any of the
covenants on the part of the Tenant contained in this Lease and SIXTHLY
within seven days of a written demand all costs incurred by the Landlord in
complying with its covenant under Clause 5.1 and also in effecting or
maintaining insurance in respect of the public liability of the Landlord
arising out of or in connection with any matter involving or relating to
the Demised Premises
3. TENANT'S COVENANTS
The Tenant at the request of the Surety to the intent that the obligation
hereby created shall continue throughout the Term HEREBY COVENANTS with the
Landlord as follows:
3.1 Rents: To pay the Rents in accordance with Clause 2 without any deductions
and to pay the Principal Rent by banker's standing order to the Landlord's
bank from time to time notified to the Tenant in writing
3.2 Interest on Overdue Moneys: If any of the Rents or any other sum of money
payable to the Landlord by the Tenant under this Lease shall be due but
unpaid to pay on demand
7
to the Landlord interest thereon at the Prescribed Rate (which interest
rate shall still apply after and notwithstanding any judgment of the Court)
from the due date until payment such interest to be calculated at a daily
rate PROVIDED THAT this sub-clause shall not prejudice any other right or
remedy in respect of such money
3.3 Outgoings:
(a) to pay (or in the absence of direct assessment on the Demised Premises
to repay to the Landlord a reasonable and proper proportion such
proportion to be determined by the Landlord's surveyor (who shall act
reasonably and whose decision shall be final and binding save in case
of manifest error) all existing and future rates taxes duties charges
assessments impositions and outgoings whatsoever (whether
parliamentary parochial local or of any other description and whether
or not of a capital or non-recurring nature or of a wholly novel
character) which now are or may at any time hereafter during the Term
be charged levied rated assessed or imposed upon or be payable in
respect of the Demised Premises or upon the owner or occupier in
respect thereof excluding any tax (other than Value Added Tax or any
other tax duty or imposition which supplements or replaces Value Added
Tax) assessable on the Landlord in respect of the Principal Rent and
in respect of any disposal of any reversion immediately or mediately
expectant on the Term or the grant of this Lease
(b) If the Demised Premises or any part thereof have not been occupied for
a period of six months prior to the end or other determination of the
Term to pay to the Landlord on demand a sum equal to any chargeable
amount payable by the Landlord to the relevant charging authority
pursuant to Section 44A and Section 45 of the Local Government and
Finance ▇▇▇ ▇▇▇▇ as amended by the Local Government and Housing ▇▇▇
▇▇▇▇ which would not have been payable by the Landlord had the Demised
Premises or such part for such period been occupied
3.4 Services:
(a) to pay upon demand and to indemnify the Landlord against all charges
in respect of the Services supplied to or consumed in the Demised
Premises and all charges
8
for the hire of meters in respect thereof the Landlord having no
responsibility for the supply of the Services to the Demised Premises
nor for any sums that may become payable in respect thereof
(b) to observe and perform all regulations and requirements of the gas
electricity water telephone and other competent authorities in respect
of the Demised Premises and the Services supplied thereto
3.5 Repairs:
(a) from time to time and at all times during the Term (so that all work
carried out shall be done to the reasonable satisfaction of the
Landlord) well and substantially to repair maintain cleanse and keep
in good and substantial repair and condition in every respect the
whole of the Demised Premises and every part thereof (with the
exception of the Irrigation System which for the purposes of this
Clause is not to be considered as part of the Demised Premises or as a
Landlord's fixture and fitting) in accordance with modern practice and
as often as shall be necessary to renew reinstate or replace the
Demised Premises or any part or parts thereof and without prejudice to
the generality hereof to renew and replace all Landlord's fixtures and
fittings forming part of the Demised Premises which may become in need
of renewal and replacement with fixtures plant equipment or machinery
of a similar kind and no lesser quality (damage by any of the Insured
Risks excepted if and so long as the policy or policies of insurance
shall not have been vitiated or payment of any of the policy moneys
withheld or refused by reason of any act neglect or default of the
Tenant or any sub-tenant or their respective Personnel)
(b) without prejudice to the generality of Clause 3.5(a) to replace the
ceiling tiles in the Demised Premises whenever reasonably necessary
and in any case in the last three months of the Term (howsoever
determined) with ceiling tiles of a similar kind and quality and of a
design and colour approved by the Landlord (such approval not to be
unreasonably withheld)
3.6 Decoration:
9
(a) in the third year of the Term and in every succeeding third year of
the Term and also during the last three months thereof (howsoever the
same may be determined) to paint or treat (as appropriate) in a proper
and workmanlike manner and in the case of paintwork with two coats at
least of good quality paint of a colour which if different from the
present colour shall be previously approved in writing by the Landlord
(such approval not to be unreasonably withheld or delayed) all outside
parts of the Demised Premises (save for the Irrigation System (if
applicable)) previously or requiring to be painted and as often as the
Landlord may reasonably consider necessary but in any event at least
upon each occasion painting or treatment (as aforesaid) is required to
be carried out to clean treat and wash in an appropriate manner to the
reasonable satisfaction of the Landlord all materials surfaces and
finishes of the exterior of the Demised Premises previously or
requiring to be so cleaned treated and washed and in particular (but
without prejudice to the generality of the foregoing) all soffits
fascias window frames cladding panels doors and rainwater pipes
(b) in the fifth year of the Term and in every succeeding fifth year of
the Term and during the last three months of the Term (howsoever the
same may be determined) to paint all the internal surfaces previously
or requiring to be painted and all additions thereto in the Demised
Premises with two coats at least of good quality paint (which in the
last year of the Term shall be in a colour previously approved in
writing by the Landlord such approval not to be unreasonably withheld
or delayed) and well and sufficiently to treat and decorate all the
interior parts of the Demised Premises previously or requiring to be
treated and decorated restoring and making good the Demised Premises
in accordance with good standards of workmanship and materials
available
3.7 Contribution to Joint Facilities: To pay a reasonable and proper proportion
(to be determined by the Landlord's surveyor (acting reasonably) for the
time being such determination to be final and binding on the parties hereto
save as to points of law and in case of manifest error) of the expenses
payable (including any proper management charges or a proper proportion of
the cost of services if the Landlord undertakes the management in lieu of
management charges) in respect of constructing repairing
10
renewing cleansing maintaining providing improving and securing all (if
any) party walls fences roads ways pavements courtyards service areas
service bays car parking areas landscaped areas plant and machinery fire
escape ways ramps signs and notice boards storage areas refuse disposal and
collection areas land Conduits and all other things the use of which is
common to the Demised Premises and to any adjoining or neighbouring
premises insofar as the same are not included within the Service Charge
herein provided for and to keep the Landlord indemnified against such
proportion of such expense as aforesaid
3.8 Yielding Up:
(a) immediately prior to the expiration or sooner determination of the
Term at the cost of the Tenant:
(i) to remove every moulding sign writing or painting of the name or
business of the Tenant or other occupiers from the Demised
Premises and to remove all tenants' fixtures and fittings
furniture and effects from the Demised Premises making good to
the reasonable satisfaction of the Landlord all damage caused by
such removal and without prejudice to the generality of the
foregoing to ensure that wherever such tenants' fixtures fittings
plant or machinery are connected to or take supplies from any of
the main Services they shall be disconnected in such a manner
that all redundant Conduits are removed and sealed off at points
as close as reasonably possible to the various ring mains or
principal distribution pipes which provide the supplies such
removal and sealing off to be carried out so as not to interfere
with the continued function of the main services and to ensure
that all walls main services and any other parts of the Demised
Premises are made good after the removal of any such fixtures
fittings plant or machinery to the reasonable satisfaction of the
Landlord and to the satisfaction of the relevant authorities
(ii) if so requested by the Landlord in writing no later than three
months before the end of the Term (howsoever determined) to
remove and make
11
good all alterations or additions made to the Demised Premises at
any time during the Term and well and substantially to reinstate
the Demised Premises (excluding the Irrigation System) in such
manner as the Landlord shall direct and to its reasonable
satisfaction
(b) at the expiration or sooner determination of the Term to give up all
keys of the Demised Premises to the Landlord and quietly to yield up
to the Landlord the Demised Premises with vacant possession in good
and substantial repair and condition (with the exception of the
Irrigation System) and in accordance with the covenants on the part of
the Tenant herein contained together with all fixtures fittings
improvements and additions which now are or may at any time hereafter
be in or about the Demised Premises (but excepting tenants' fixtures
and fittings which shall include carpets and floor boxes)
(c) to pay a sum equivalent to the loss of rents incurred by the Landlord
during such period as is reasonably required for the carrying out of
works after the end of the Term by reason of any breach of this Clause
(but without prejudice to any other right of the Landlord) provided
the breach results solely from the Tenant's actions and not from those
of the Landlord its servants agents or licensees
3.9 Cleaning of Demised Premises:
(a) at all times during the Term to keep the Demised Premises in a clean
and tidy condition and to employ only competent and respectable
persons to carry out cleaning and at least once in every month during
the Term properly to clean the insides and outsides of the windows and
window frames of the Demised Premises and the entrance doors thereto
(b) to take all practicable steps to keep the Demised Premises free of
vermin and pests
3.10 Entry by the Landlord and Others: To permit the Landlord and all persons
authorised by it attended by a member of the Tenant's staff to enter the
Demised Premises with all necessary materials and appliances at any
reasonable time or times during the Term upon reasonable prior notice
(being a minimum of twenty-four hours) (except in the case of an
12
emergency when no notice shall be required and then at any time (without
having to be attended by a member of the Tenant's staff)) for any lawful
purpose and in particular but without prejudice to the generality of the
foregoing:
(a) to take inventories of the fixtures and fittings therein; or
(b) to estimate the current value thereof for insurance purposes; or
(c) to exercise the rights hereinbefore excepted and reserved; or
(d) to ensure that nothing has been done or omitted to be done which
constitutes a breach of any of the covenants herein and to remedy any
such breach
PROVIDED THAT the person so entering by virtue of sub-clauses (a) - (d)
(inclusive) above shall cause as little inconvenience as possible and shall
make good all physical damage caused thereby to the Demised Premises to the
reasonable satisfaction of the Tenant but the Tenant shall not be entitled
to any compensation as a result of such entry
3.11 Compliance with Notice to Repair: Forthwith in case of emergency but
otherwise as soon as practicable to remedy repair and make good all
breaches of covenant and any damage thereby caused and defects of which
notice in writing shall have been given by the Landlord to the Tenant and
for which the Tenant is liable under this Lease and within one month after
service of such notice in the case of material defects and as soon as
practicable in the case of other defects to commence and thereafter proceed
diligently to remedy repair or make good any such defects or breaches AND
if the Tenant shall make default in so doing it shall be lawful for the
Landlord and all persons authorised by it to enter upon the Demised
Premises and to carry out or procure to be carried out all or any of the
works referred to in such notice and the cost of so doing and all expenses
incurred thereby shall be paid by the Tenant to the Landlord on demand as a
liquidated debt (together with interest thereon at the Prescribed Rate from
the date of expenditure until the date of actual payment (both dates
inclusive))
3.12 Dangerous Materials and Machinery: Except in properly designed stores or
containers and in accordance with the recommendations and requirements of
any competent authority and the Insurers and except with the prior written
consent of the Landlord and
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the Insurers (such consent not to be unreasonably withheld in the case of
the Landlord) not to bring into nor keep on the Demised Premises or any
part thereof any article or thing which is or may become dangerous
offensive radio-active or explosive or unusually combustible inflammable or
which might increase the risk of fire or explosion or which might attack or
in any way injure by percolation corrosion or otherwise the Demised
Premises or the keeping or using whereof may contravene any statute or
local regulation or bye-law AND not to keep or operate on the Demised
Premises or any part thereof any engine or machinery of any kind other than
machinery normally used in offices or in research and development
departments which does not cause any undue vibration or undue noise and is
unlikely to become a nuisance or disturbance to the Landlord or the owners
tenants or occupiers of any adjoining or neighbouring premises and not to
install or operate any equipment machinery or apparatus or do or omit to do
any act or thing in the Demised Premises which may cause the efficiency of
any heating ventilation air conditioning and cooling system installed in
the building to be diminished or impaired in any way whatsoever or the
balance thereof in any way interfered with and not to permit any water
damage to any part of the building or adjoining premises by reason of the
bursting or overflowing of any Conduits
3.13 Overloading Floors and Services and Damage to the Demised Premises: Not to
do on the Demised Premises anything which may subject the Demised Premises
to any weight or strain beyond that which such premises are designed to
bear with due margin for safety and in particular not to overload the
floors of or the electrical installation in or the other Conduits to the
Demised Premises or to any adjoining or neighbouring property nor suspend
any excessive weight from the ceilings walls or stanchions or the structure
of the Demised Premises
3.14 Conduits: To keep all Conduits in and/or exclusively serving the Demised
Premises (save for those in connection with the Irrigation System) clean
and protected from frost and not to allow to pass into the Conduits serving
the Demised Premises any noxious or deleterious effluent or other substance
which may cause any obstruction or deposit in or injury to the Conduits and
in the event of any such obstruction or injury forthwith to make good all
such damage at its own cost to the reasonable satisfaction of the Landlord
14
3.15 Disposal of Refuse:
(a) not to deposit any refuse or rubbish of any kind on any part of the
Demised Premises save in a container or containers of the kind and in
the location specified by the Landlord and if the Local Authority
shall not provide a service or a sufficient service for the collection
thereof to prepare all refuse and rubbish for collection in the manner
and at times and places specified by the Landlord for the collection
of refuse and to arrange for collection thereof at the Tenant's
expense
(b) not to burn any refuse or rubbish of any kind in or about the Demised
Premises
3.16 Exhibiting Articles: Not to place or exhibit or expose outside the Demised
Premises any produce goods or things of any kind whatsoever
3.17 Obstruction of Common Areas: Not to do any act or thing whereby any area or
item over which the Tenant may have rights of access or use including any
road path passage building wall fence gate door structure plant equipment
Conduits easement facility service or supply may be damaged or the normal
use thereof by others may be obstructed or hindered in any way whatsoever
nor park in an unauthorised location nor to permit the Tenant's Personnel
to obstruct damage or impair the same
3.18 Obstruction of Windows: Not to cover or otherwise obscure the windows of
the Demised Premises (other than blinds or other suitable window covering)
or place any objects upon any of the ventilator units (if any) and not in
any way to obstruct the said units
3.19 Prohibited Uses:
(a) not to use the Demised Premises or any part thereof for any illegal or
immoral purposes or for any dangerous noisy noxious offensive or
dangerous trade or business manufacture or occupation whatsoever or
for any public religious or political meeting public exhibition or
public show or spectacle or entertainment of any kind or for
residential or sleeping purposes
(b) not to use the Demised Premises or any part thereof for gambling
betting gaming or wagering or as a betting office nor for the sale of
alcohol nor to play or use any
15
recorded sound musical instrument record player loudspeaker amusement
machine or similar apparatus thereon nor display any illuminated
moving display or flashing lights nor to hold any auction thereon
(c) not to do any act deed or thing in or about or in connection with the
Demised Premises which may be or become a nuisance or which may be or
grow or lead to the damage or disturbance of the Landlord or the
owners tenants or occupiers of any adjoining or neighbouring premises
or which may constitute a breach of any of the provisions of any Act
or Acts of Parliament for the time being in force whether affecting
the Landlord or any of its present or future property (including the
Demised Premises) or which may be in any way calculated to injure the
character amenity or value of such property
(d) not to keep any animal fish reptile or bird on the Demised Premises
3.20 Authorised Use: Not to use the Demised Premises or any part thereof other
than for a purpose appropriate to a science park that it is to say any one
or more of the following uses:
(a) scientific research with associated offices and support facilities and
buildings ancillary to such purposes
(b) scientific research associated with industrial production
(c) light industrial production of a kind which is dependent on regular
consultation with either or both of the following:
(i) the Tenant's own research development and design staff
established in the Cambridge Study Area
(ii) the scientific staff or facilities of Cambridge University or of
local scientific institutions
(d) ancillary buildings and works appropriate to the use of the Demised
Premises as an integral part of a science park
(e) ancillary staff restaurant
16
(f) ancillary staff leisure facilities
PROVIDED THAT if during the Term of this Lease the new use Clause as
defined in the Superior Lease comes into operation with regard to the
Superior Lease the new use Clause (as hereinbefore defined) shall be added
to this Clause by way of addition to the use permitted hereunder and not in
substitution for the use permitted hereunder PROVIDED FURTHER THAT if the
Planning Agreements (as that expression is defined in the Superior Lease)
shall cease to have effect in relation to phases 1 3 4 and 5 of the
Superior Landlord's estate then the Landlord will endeavour to persuade the
Superior Landlord to modify or vary the user clause in the Superior Lease
(but not in such a way as may adversely affect the Tenant)
3.21 Alterations: Not at any time during the Term to make any alterations
additions or improvements whatsoever in or to the Demised Premises or to
any of the electrical installations or any part thereof whether internally
or externally nor to cut maim or remove any of the walls beams columns or
other structural parts of the Demised Premises or make any change in or to
the existing design or appearance of the Demised Premises PROVIDED THAT the
Tenant may with the prior written consent of the Landlord (such consent not
to be unreasonably withheld or delayed) carry out internal non-structural
alterations to the electrical installations and minor structural
alterations which do not affect the structural integrity of the Demised
Premises on condition that the said consent is contained in a formal
licence setting out such reasonable conditions as the Landlord may
stipulate including if the Landlord so requires the provision that the
Demised Premises are to be reinstated at the Tenant's expense to the
satisfaction of the Landlord at the end or sooner determination of the Term
(howsoever determined) AND PROVIDED FURTHER THAT the Tenant may without the
consent of the Landlord install move and remove any internal demountable
partitioning and associated electrical works on condition that the Tenant
shall supply full details of such works (including plans) within 28 days of
the same having been carried out and that any such partitioning is removed
and the Demised Premises reinstated at the Tenant's expense to the
satisfaction of the Landlord at the end or sooner determination of the Term
(howsoever determined)
17
3.22 Signs and Advertisements: Not at any time during the Term to affix paint or
exhibit on the exterior of the Demised Premises (or in the interior thereof
so that it can be seen from outside the Demised Premises) any aerial mast
satellite dish television moving display showcase name flag placard sign
poster signboard ▇▇▇▇ plate nameplate notice board or other advertisement
whatsoever including notices stating the name and business of the Tenant
save such as have been previously approved by the Landlord (such approval
not to be unreasonably withheld or delayed) PROVIDED THAT notwithstanding
the foregoing or any approval given as aforesaid if in the reasonable
opinion of the Landlord any such sign or other matter as aforesaid which
may be affixed painted or exhibited shall be or become offensive or
unsightly the same shall be removed immediately upon request being made by
the Landlord and the same shall be removed in any event by the Tenant upon
determination of the Term the Tenant making good any damage caused
3.23 Encroachment and Easements:
(a) not to block up darken obstruct or obscure any external doorway
passage window light grating or opening belonging to the Demised
Premises nor make nor allow any new window light opening doorway
passage drain or other encroachment or easement into against or upon
or over the Demised Premises or any part thereof AND in case any
encroachment or easement whatsoever shall be attempted to be made or
acquired by any person whomsoever to give notice thereof in writing to
the Landlord without delay upon the same coming to the notice of the
Tenant and to permit the Landlord and all persons authorised by it to
enter upon the Demised Premises to ascertain the nature and extent of
any such encroachment or easement AND at the joint cost of the
Landlord and the Tenant to adopt such means as the Landlord may
require for preventing any such encroachment or the acquisition of any
such easement
(b) not to give to any third party any acknowledgment that the Tenant
enjoys the access of light to any of the windows or openings in the
Demised Premises by the consent of such third party nor to pay to any
such third party any sum of money nor enter into any agreement with
such third party for the purpose of inducing or binding such third
party to abstain from obstructing the access of light to any of
18
such windows or openings and in the event of any of the owners or
occupiers of any adjoining or neighbouring land or building doing or
threatening to do anything which obstructs the access of light to any
of the said windows or openings to notify the same forthwith to the
Landlord
3.24 Alienation:
(a) not to assign (which shall include any equitable assignment) underlet
charge grant any security interest over or part with or share
possession or occupation of the whole or any part or parts of the
Demised Premises nor to hold its interest in the Demised Premises or
any part thereof as nominee or upon trust for any third party save in
accordance with the provisions of this Clause 3.24
PROVIDED ALWAYS THAT the Tenant may without the necessity of obtaining
the consent of the Landlord share occupation of the whole or any part
or parts of the Demised Premises with a company that is a member of
the same group as the Tenant (as defined by Section 42 of the Landlord
and Tenant Act 1954) subject to:
(i) the Tenant notifying the Landlord of the commencement or
termination of each such arrangement;
(ii) any such sharing of occupation terminating forthwith upon any
such company or companies ceasing to be a member or members of
the same group as the Tenant; and
(iii) no relationship of landlord and tenant being thereby created
For the avoidance of doubt any such sharing of occupation shall not
constitute an underletting within the meaning of Clause 3.24(c)
(b) in the case of an assignment of the whole of the Demised Premises
prior to such assignment all the conditions set out below (being
conditions specified for the purposes of Section 19(1A) of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended by Section 22 of the Landlord
and Tenant (Covenants) Act 1995)) have been complied with in relation
to that assignment which conditions are as follows:
19
(i) at the time of the assignment there are no arrears of Rents or
other monies due to the Landlord and there is no subsisting and
material breach of any of the covenants on the part of the
Tenant herein contained; and
(ii) the Tenant has entered into an Authorised Guarantee Agreement as
defined in the Landlord & Tenant (Covenants) ▇▇▇ ▇▇▇▇
guaranteeing the proposed assignee's performance of the
covenants on the part of the Tenant in such form as the Landlord
may reasonably require; and
(iii) the proposed assignee has provided references (and copies of the
letters leading to the giving of such references) from its bank
accountant and (if possible) solicitors and any current landlord
in each case satisfactory to support payment by the assignee of
sums equal to the current Rents or an increased sum in respect
of an imminent rent review as estimated by the Landlord acting
reasonably; and
(iv) where an assignment to the proposed assignee would not
materially reduce the value of the Landlord's interest in the
Demised Premises or materially and adversely affect the
Landlord's ability to dispose of the reversion to all or any
part of the Demised Premises; and
AND in every case and in addition to the above conditions the Landlord
has given its consent to the Tenant's assignment which must not be
unreasonably withheld or delayed; and
(c) Underlettings: Not to underlet any part or parts of the Demised
Premises except a Permitted Part or Permitted Parts but so that at no
time shall there be more than three occupiers of the Demised Premises
and further not to underlet the Demised Premises in whole or a
Permitted Part or Permitted Parts unless sub-clause 3.24(c) and the
following conditions have been fulfilled viz:
(i) any such underletting or underlettings of part shall lawfully
exclude Sections 24 to 28 inclusive of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ (as amended by Section 5 of the Law of Property Act
1969) and where the
20
underletting comprises a part of a floor of the Demised Premises
the Landlord (acting reasonably) shall have approved (such
approval not to be unreasonably withheld or delayed) the
configuration of the part of the Demised Premises to be the
subject of the underletting
(ii) that prior to the grant of any underlease the undertenant shall
have entered into a direct covenant with the Landlord (in such
form as the Landlord may reasonably require) to observe and
perform the covenants on the part of the Tenant herein contained
(except the covenant to pay the Principal Rent hereby reserved)
and the conditions herein contained insofar as the same are
applicable to the premises to be underlet and the covenants on
the part of the undertenant contained in the underlease
throughout the term of the underlease
(iii) any underlease shall contain an absolute prohibition on the
undertenant further underletting (though not assigning) the
premises thereby demised as a whole or any part or parts thereof
and shall contain provisions enabling the underlease to be
determined by the Tenant
(iv) that every underletting of the Demised Premises shall be at a
rent which shall have been approved by the Landlord prior to
such underletting such approval not to be unreasonably withheld
or delayed to a rent which shall be not less than the full rack
rental value of the Demised Premises at the date of the
underletting or an apportioned part thereof in respect of
underlettings of less than the whole of the Demised Premises
(having regard where appropriate to the requirement that
Sections 24 to 28 (inclusive) of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ (as amended by Section 5 of the Law of Property Act 1969)
are to be excluded) without a premium and payable in advance on
the usual quarter days and only one quarter in advance and on a
full repairing basis and shall contain covenants on the part of
the undertenant corresponding with those contained in this Lease
insofar as the same are applicable to the premises to be
underlet and reasonable and appropriate given the terms of the
21
Underlease and shall contain conditions mutatis mutandis on
similar terms to those of this sub-clause PROVIDED THAT in this
Clause 3.24(c)(iv) the expression "full rack rental value" shall
mean the open market rental value for similar quality space
being leased on terms (excluding inter alia the term of years)
similar to those contained in this Lease (but with regard to the
fact that the Lease is excluded from the Landlord & ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ (Sections 24 to 28 inclusive) but taking account of the
term of years to be granted by the Underlease
(d) Consent of the Landlord: Without prejudice to or in any way derogating
from the foregoing covenants contained in this sub-clause no
assignment charge or underletting of the whole or underletting of any
parts of the Demised Premises whether by the Tenant or any person
claiming title from the Tenant (including any undertenant) shall be
made without the previous consent in writing of the Landlord (such
consent not to be unreasonably withheld or delayed)
(e) Surrender and Variations of Underleases and Enforcement of Underlease
Covenants:
(i) not to accept the surrender of or vary or waive any material
term of any underlease granted by the Tenant without the
previous written consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
(ii) not to reduce waive commute set off or otherwise vary whether
directly or indirectly the rents reserved by any underlease
(iii) in the event of a breach non-performance or non-observance of
any of the covenants conditions agreements and provisions
contained or referred to in this Lease by any undertenant or
other person holding the Demised Premises or any part thereof as
undertenant of the Tenant forthwith upon discovering the same to
take and institute at its own expense all necessary steps and
proceedings to remedy such breach non-performance or non-
observance
22
3.25 Registration of Disposition: Within twenty-one days of every assignment
assent transfer underlease or assignment of underlease or mortgage or
charge or any other dealing with or any disposition whether mediate or
immediate of or relating to the Demised Premises to give notice thereof in
writing with particulars thereof to the solicitors for the time being of
the Landlord and to produce to such solicitors for registration by them a
certified copy of such assignment assent transfer underlease mortgage or
charge or in the case of devolution of the interest of the Tenant not
perfected by an assent within twelve months of the happening thereof to
produce to the said solicitors a certified copy of the probate of the will
or the letters of administration under which such devolution arises and to
pay to the Landlord's solicitors a reasonable registration fee (being not
less than forty five pounds) together with the registration fee payable to
any superior landlord or its solicitors in respect of each such instrument
3.26 Disclosing Information about the Demised Premises
(a) To give details to the Landlord in writing of any change of name
address or registered office of the Tenant or any surety within three
weeks after such change
(b) Upon making any application or request in connection with the Demised
Premises or the provisions of this Lease to give to the Landlord such
information as the Landlord may properly require and from time to
time on reasonable demand during the Term to furnish the Landlord
with full particulars of all derivative interests of or in the
Demised Premises including details of the actual user particulars of
the rents rent reviews and service and maintenance charges payable in
respect of such derivative interests
3.27 Landlord's Costs: To pay to the Landlord within seven working days of a
written demand all fair and proper costs charges and expenses (including
but without prejudice to the generality of the foregoing legal costs
architects' and surveyors' fees the Landlord's internal management fee and
other professional costs and fees) properly incurred by the Landlord:
(a) incidental to or in contemplation of the preparation and service of a
notice under Section 146 of the Law of Property ▇▇▇ ▇▇▇▇ or in
contemplation of any
23
proceedings under Sections 146 or 147 of the said Act (whether or not
any right of re-entry or forfeiture has been waived by the Landlord
or a notice served under the said Section 146 is complied with by the
Tenant or the Tenant has been relieved under the provisions of the
said Act and notwithstanding forfeiture is avoided otherwise than by
relief granted by the Court) and to indemnify and keep indemnified
the Landlord against all costs charges expenses claims and demands
whatsoever in respect of the said proceedings and the preparation and
service of the said notice
(b) incidental to or in contemplation of the preparation and service of a
schedule of dilapidations at any time during or within six months
after the expiration of the Term but relating only to dilapidations
which arise during the Term together with the costs of any necessary
supervision of any reinstatement of the Demised Premises
(c) in connection with or in procuring the remedying of any breach of
covenant on the part of the Tenant contained in this Lease
(d) in connection with any application for any consent required under
this Lease (such costs to include management fees and expenses)
whether or not such application is withdrawn by the Tenant or consent
be granted or refused
3.28 Statutory Requirements: At all times during the Term at the Tenant's own
expense to do and execute or cause to be done and executed all such works
acts and things and to provide and maintain all arrangements required by
and to observe and comply in all respects with the provisions and
requirements of any and every enactment including (without prejudice to
the generality of such expression) the provisions of the Offices Shops and
Railway Premises Act 1963 the Fire Precautions ▇▇▇ ▇▇▇▇ the Defective
Premises ▇▇▇ ▇▇▇▇ and the Health and Safety at Work etc ▇▇▇ ▇▇▇▇ or
required by any government department public local or other authority or
duly authorised officer or Court of competent jurisdiction acting under or
in pursuance of any enactment as are or shall be directed or required to
be executed or provided or maintained at any time during the Term upon or
in respect of the Demised Premises or the user thereof for any purposes or
the employment therein of any person or any fixtures machinery plant or
chattels for the
24
time being fixed thereto or being thereupon or used for the purposes
thereof whether by the owner or occupier thereof and to indemnify and keep
indemnified the Landlord at all times from and against all actions
proceedings costs charges losses expenses claims and demands arising out
of any failure by the Tenant to observe and perform any of its obligations
under this sub-clause AND not at any time during the Term to do or omit on
or about the Demised Premises any act or thing by reason of which the
Landlord may under any enactment incur or have imposed upon it or become
liable to pay any penalty damages compensation costs charges or expenses
3.29 Planning: In relation to the Planning Acts:
(a) at all times during the Term to comply in all respects with all
requirements of or having validity under the Planning Acts and with
the conditions of any planning permission relating to the Demised
Premises and not to do or omit anything on or in connection with the
Demised Premises which shall be in contravention of the Planning Acts
or of any licence consents permissions approvals and condition (if
any) granted or imposed thereunder or under any enactment repealed
thereby and to indemnify the Landlord against all proceedings damages
penalties costs charges claims and demands in respect of such acts
and omissions or any of them and against the costs of any application
for planning permission made by the Tenant and the works done in
pursuance thereof
(b) during the Term so often as occasion shall require at the expense in
all respects of the Tenant to obtain all licences consents and
permissions as may be required for the carrying out by the Tenant of
any operations on the Demised Premises or the commencement
continuance or renewal by the Tenant thereon of any use thereof which
may constitute development within the meaning of the Planning Acts
but so that the Tenant shall not make any application for planning
permission or give any notice to any authority of the commencement or
carrying out of any development (or give any notice of an intention
to commence or carry out the same) without the previous consent in
writing of the Landlord (such consent not to be unreasonably withheld
or delayed if such application would not be in breach of any other
provisions herein contained)
25
(c) without prejudice to any other provision of this Lease not to carry
out or make any alteration or addition to the Demised Premises or
change any use thereof (being an alteration or addition or change of
use for which a planning permission needs to be obtained) before a
planning permission therefor has been produced to the Landlord and
acknowledged by it in writing as satisfactory to it (such
acknowledgement not to be unreasonably withheld or delayed)
(d) unless the Landlord shall otherwise direct to carry out before the
expiration or sooner determination of the Term (disregarding any
statutory continuation thereof) any works required to be carried out
to the Demised Premises by a date subsequent thereto by reason of any
limitation or condition imposed by a planning permission consent or
approval implemented or partially implemented by the Tenant or by a
person deriving title through or under or acting on behalf of the
Tenant or if the work cannot lawfully be done before the end of the
Term as aforesaid to pay to the Landlord the proper estimated cost of
carrying it out together with a sum equivalent to the rents which
would have been payable hereunder if the Term had continued until the
date that the Landlord expects to complete such work
(e) if and when called upon so to do to produce to the Landlord all such
plans documents and other evidence as it may properly require in
order to satisfy itself that the provisions of this covenant have
been complied with
(f) to pay within seven days of a written demand the whole amount of any
levy charge tax or imposition assessed or imposed in respect of any
development of the Demised Premises carried out after the date of
this Lease by the Tenant or any permission consent or approval for
such development PROVIDED THAT if any such levy charge tax or
imposition is assessed or imposed upon the Landlord or the interest
of the Landlord in the Demised Premises then the Tenant shall
indemnify and keep indemnified the Landlord in respect thereof
including any interest payable thereon and any appeal against any
such assessment or imposition shall be conducted entirely at the
expense of the Tenant
26
(g) not without the consent in writing of the Landlord (such consent not
to be unreasonably withheld or delayed) to take any step which would
involve any person or interest in liability to any levy charge or
imposition as mentioned in this Clause 3.29
3.30 Statutory Notices: Forthwith upon the receipt of the same to give to the
Landlord a certified copy or where no copy is available full particulars
in writing of any notice permission order or proposal for a notice
permission or order concerning the Demised Premises or the use or
condition thereof or otherwise concerning the Tenant or occupier by any
Government Department local or public authority under or by virtue of any
statutory powers and if so required by the Landlord to produce the
original of such notice permission or order or proposal as aforesaid to
the Landlord AND ALSO without delay to take all necessary steps to comply
with any such notice or order AND ALSO at the request of the Landlord but
at the joint cost of the Landlord and the Tenant to make or join with the
Landlord in making such objections or representations against or in
respect of any such notice permission order or proposal as aforesaid as
the Landlord shall deem expedient
3.31 Fire Precautions and Equipment:
(a) at all times during the Term to comply with all requirements and
recommendations from time to time of the appropriate authority and
the insurers in relation to fire precautions
(b) to keep the Demised Premises sufficiently supplied and equipped with
such fire prevention fire detecting fire fighting fire alarm and
extinguishing equipment as shall from time to time be required by law
or by the insurers or by the fire or other competent authority and
such equipment shall be open to inspection and shall be maintained to
the reasonable satisfaction of the Landlord AND not to obstruct or
permit or suffer to be obstructed the access to or means of working
such equipment or the means of escape from the Demised Premises in
case of fire
(c) to remove from all parts of the Demised Premises all waste and
inflammable material of a like nature without delay
27
3.32 Reletting and Sale Notices: to permit the Landlord and all persons
authorised by it upon prior notice at all reasonable times during the Term
to enter upon the Demised Premises and to affix and retain without
interference upon any suitable part of the Demised Premises (but not so as
to unnecessarily obstruct the access of light and air to the Demised
Premises) a notice for the reletting or the sale of the same and not to
remove or obscure the said notice and to permit all persons authorised in
writing by the Landlord or its agents to view the Demised Premises at all
reasonable hours upon reasonable notice being given
3.33 Informing the Landlord of Defects and Display of Notices: Immediately the
same shall come to the notice of the Tenant to inform the Landlord of any
defect in the Demised Premises (including any relevant defect within the
meaning of Section 4 of the Defective Premises Act 1972) which might give
rise to a duty imposed by common law or statute on the Landlord in favour
of the Tenant or any other person and of any damage to or destruction of
the Demised Premises or any part thereof howsoever caused and at all times
during the Term to display and maintain all notices (including the wording
thereof) which the Landlord may from time to time reasonably require to be
displayed at the Demised Premises
3.34 Indemnifying Landlord:
(a) all sums payable hereunder by the Tenant shall be paid to the
Landlord on demand or on the due dates for payment specified in
Clause 2 hereof in full without any deduction withholding
counterclaim or set off and if the Tenant is compelled by law to make
any deduction or withholding from any such sums or if any payment
hereunder shall be or become subject to any tax duty levy or impost
of any nature (whether before or after the same has been paid to the
Landlord) the Tenant shall immediately pay to the Landlord such
additional amount or amounts as will result in payment to and
retention by the Landlord of the full amount or amounts which would
have been received and retained by the Landlord but for such
deduction or withholding or the imposition of such tax duty levy or
impost
28
(b) to be responsible for and to indemnify the Landlord against all
damage occasioned to the Demised Premises or any adjacent or
neighbouring premises or to any person caused by any act default or
negligence of the Tenant or the Tenant's personnel
3.35 Landlord's Regulations: to comply with such proper regulations or
directions as may from time to time be made by the Landlord and notified
to the Tenant for the proper management of the Demised Premises or
premises other than the Demised Premises (if any) over which the Tenant
has rights under this Lease PROVIDED THAT they do not conflict with the
provisions herein contained the Landlord shall have power to waive revoke
amend or add to any such regulations and shall notify the Tenant of such
revocation amendments or additions
3.36 Providing Details of Keyholders to the Demised Premises: on request to
provide the Landlord with the names addresses and telephone numbers of the
holders of keys to the Demised Premises
3.37 Value Added Tax:
(a) to pay to the Landlord any Value Added Tax at the rate for the time
being in force properly payable in respect of any rent or other
payments due from the Tenant in connection with this Lease and all
sums stated in this Lease to be payable by the Tenant shall be
exclusive of any Value Added Tax properly payable thereon and the
Landlord shall provide a Value Added Tax invoice therefor
(b) in every case where the Tenant is obliged to reimburse the Landlord
in respect of any payment made by the Landlord in connection with
this Lease the Tenant shall also reimburse to the Landlord any Value
Added Tax paid by the Landlord on any such payment (where not
recovered by the Landlord) and the Landlord shall (where appropriate)
provide the Tenant with a Value Added Tax invoice therefor
3.38 Insurance: the Tenant shall (unless the Landlord informs the Tenant in
writing that the Landlord intends to effect such insurance) insure against
any claims for death injury or third party property damage arising on or
in respect of the Demised Premises in such
29
insurance office and upon such terms and for such amount as the Landlord
shall from time to time approve (such approval not to be unreasonably
withheld or delayed); and
PROVIDING THAT:
(a) the Tenant shall produce to the Landlord whenever so reasonably
required a copy of the policy of such insurance and the receipt for
the current year's premium
(b) if the Tenant shall default in keeping or effecting such insurance or
in producing any policy or receipt or suitable evidence from the
insurers that the policy is on foot the Landlord may effect such
insurance and reclaim the cost thereof from the Tenant
3.39 Observance of Covenants and Conditions referred to in the Fifth Schedule:
(a) to observe and perform any covenants conditions stipulations
exceptions reservations easements and other matters referred to or
contained in the documents referred to in the Fifth Schedule (other
than the Superior Lease referred to therein) so far as they relate to
the Demised Premises and are capable of being enforced and to
indemnify and keep indemnified the Landlord against any liability
whatsoever arising out of the breach non-observance or non-
performance thereof by the Tenant
(b) to observe and perform the covenants and obligations on the part of
the Landlord as lessee under the Superior Lease as far as the same
affect and relate to the Demised Premises and so far as the same do
not relate to the payment of rent and insurance the carrying out of
the New Lessees Works (as defined in the Superior Lease) and are not
inconsistent with the terms of this Lease
4. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant as follows:
30
4.1 Quiet Enjoyment: as long as the Tenant pays the Rents and performs and
observes the covenants and agreements on the part of the Tenant
hereinbefore contained:
(a) the Tenant shall peaceably hold and enjoy the Demised Premises during
the Term without any interruption by the Landlord or any person
lawfully claiming through under or in trust for it or by title
paramount
(b) the Landlord will indemnify the Tenant against any action taken or
claims made by any superior lessor of the Demised Premises due to the
breach of any obligations on the part of the Landlord to perform the
lessee's covenants contained in any superior lease (so far as the
Tenant is not liable for such performance under the Tenant's
covenants herein contained) and to keep the Tenant indemnified
against all actions proceedings costs claims and demands in any way
relating thereto and not to omit or suffer anything to be done
whereby the Superior Lease may be avoided or forfeited
4.2 (a) To provide services: unless prevented by circumstances beyond its
control and so that the Landlord shall be entitled on giving
reasonable notice to the Tenant (and in the case of electrical
installations or any works which may affect the power supply the
notice period shall not be less than two working days (save in case
of emergency)) to interrupt temporarily the Services referred to in
Clause 3.4 hereof for such length of time as shall be necessary to
enable inspections maintenance repairs and replacements to be carried
out such time or times to be notified (except in the case of
emergency) in advance to the Tenant the Landlord will use all
reasonable endeavours to furnish or procure those services and carry
out or procure the functions referred to in the Fourth Schedule
(b) To pay the proportion of the Service Charge in respect of the other
premises comprised in the Superior Lease and the Lease dated 27 March
1990 and registered under Title Number CB 121575 whilst the Landlord
is the registered proprietor of that Title Number which is not paid
by any occupational tenant as a result of there being no occupational
lease of such property
31
(c) To maintain and repair in good and substantial condition the
Irrigation System (and to make good forthwith to the reasonable
satisfaction of the Tenant any damage caused to the demised premises
by virtue of leading or bursting of the Irrigation System in the
event that this should no longer be an Insured Risks)
4.3 Superior Lease: to pay the rent reserved by the Superior Lease and to
perform so far as the Tenant is not liable for such performance under the
covenants on its part contained in this Lease the lessee's covenants and
conditions contained in the Superior Lease and to indemnify and keep
indemnified the Tenant against all actions claims proceedings costs
expenses and demands in any way relating thereto; and
5. INSURANCE
The Landlord and the Tenant hereby mutually covenant with each other and
agree as follows:
5.1 Landlord to Insure: that the Landlord will at all times during the Term
(unless such insurance shall have been avoided or vitiated by virtue
(wholly or in part) of any act neglect default or omission of the Tenant
or any sub-tenant or their respective personnel) insure and keep insured
the Demised Premises (excluding the Tenant's fixtures and fittings and
Tenant's stock) for a sum which is not less than the Full Reinstatement
Cost with the Insurers against the Insured Risks and against the Loss of
Rent and that the Landlord will if required produce to the Tenant a copy
of the policy and a copy of the receipt for the current premium and in
case of destruction or damage by any of the Insured Risks (unless the
insurance moneys become or shall have become irrecoverable by virtue
(wholly or in part) of any act or default of the Tenant the Landlord will
with all reasonable speed and subject to all necessary consents being
obtained cause all moneys received in respect of such insurance (other
than in respect of the Loss of Rent and fees) to be forthwith laid out in
or incidental to Reinstatement of the Demised Premises and the access
thereto (excluding the Tenant's fixtures and fittings and the Tenant's
stock) PROVIDED THAT if the option for determination contained in Clause
5.7 shall be exercised or the rebuilding or reinstatement of the Demised
Premises shall be prevented
32
or frustrated the Landlord shall be relieved from the obligation
hereinbefore contained to cause to be laid out the said net proceeds of
such insurance as aforesaid and the proceeds of such insurance shall
belong to the Landlord
5.2 Insurance Money being irrecoverable: that if any insurance money under any
insurance policy effected by the Landlord shall be wholly or partly
irrecoverable by reason solely or in part of any act or default of the
Tenant or the Tenant's Personnel then and in every such case the Tenant
will forthwith pay to the Landlord the whole of the insurance moneys which
are so irrecoverable by reason of the Tenant's (or the Tenant's Personnel)
act or default
5.3 Cesser of Rent: that if the Demised Premises or any part thereof or any
essential access thereto shall be destroyed or so damaged by any of the
Insured Risks as to render the Demised Premises unfit for occupation or
use or inaccessible and provided that the policy or policies of insurance
for the time being in force shall not have been vitiated or payment of the
policy moneys withheld or refused in whole or in part in consequence of
any act neglect or default of the Tenant or the Tenant's Personnel then
the Principal Rent and the Service Charge or a fair proportion thereof
according to the nature and extent of the damage sustained shall be
suspended until the earlier of (i) the date when the Demised Premises or
the destroyed or damaged portion thereof or essential access thereto shall
be again rendered fit for occupation or use (or rendered accessible as the
case may be) and (ii) the date of expiry of the Loss of Rent period and
any dispute as to the proportion or ascertainment of rent to be suspended
or the period of suspension shall be referred to the decision of a single
arbitrator to be appointed (in the absence of agreement between the
parties) upon the written application of either party by the President or
Secretary for the time being of the Royal Institution of Chartered
Surveyors (or by the Court if such an appointment has not been made within
two months of application) pursuant to the provisions of the Arbitration
▇▇▇ ▇▇▇▇
5.4 Insurance becoming Void: that the Tenant will not do or omit to do any act
matter or thing whatsoever the doing or omission of which would or might
make void voidable or vitiate any policy or policies of insurance for the
time being in force in respect of or including or covering the Demised
Premises or any adjoining or neighbouring premises
33
or whereby the rate of premium thereon may be increased or the renewal
thereof may be refused and forthwith will repay on demand to the Landlord
all sums paid by way of increased premiums and all expenses incurred by
the Landlord in or about the renewal of such policy or policies rendered
necessary by a breach of this covenant
5.5 Requirements of Insurance: that the Tenant will at all times comply with
all the requirements and recommendations of the Insurers
5.6 Notice by Tenant: that forthwith upon the happening of any event or thing
against which insurance shall have been effected by the Landlord the
Tenant will give notice thereof to the Landlord
5.7 Determination following Destruction: that if any destruction or damage
shall render the Demised Premises wholly or substantially unfit for
occupation and the same shall not have been rebuilt and/or reinstated as
aforesaid within three years from the date the said destruction or damage
occurs then either the Landlord or the Tenant may at any time thereafter
determine this Lease by giving to the other not less than one months'
notice in writing to that effect whereupon this Lease and everything in it
shall cease and be determined but such determination shall be without
prejudice to any claim by either party against the other in respect of any
antecedent breach of covenant
5.8 Tenant not to Insure: that subject to the provisions of Clause 3.38 above
the Tenant will not effect any insurance against any of the Insured Risks
in respect of or relating to the Demised Premises except that the Tenant
may if it wishes insure against explosion of boilers not being domestic
boilers if these are not covered by the Landlord's Insurance as a matter
of fact
6. RENT REVIEWS
6.1 In this Clause the following words and expressions shall have the
following meanings:
"Market Rental Value": means the yearly rack rent which would reasonably
be expected to become payable in respect of the Demised Premises after the
expiry of a rent
34
free period for fitting out purposes and/or after the giving of such
inducements in lieu thereof as would (in either such case) be negotiated
in the open market between a willing lessor and a willing lessee upon a
letting of the same as a whole by a willing landlord to a willing tenant
in the open market at the relevant Review Date for a term of ten years
commencing on the relevant Review Date with vacant possession without fine
or premium or other capital sum and on the following further assumptions:
(a) the Demised Premises are to be let subject to the provisions of this
Lease (other than the amount of Principal Rent but including these
provisions for rent review)
(b) all parts of the Demised Premises are fit and available for immediate
occupation and are ready to suit the requirements of the tenant
(c) the covenants and provisions contained in this Lease have been fully
performed and observed (but without prejudice to any rights of any
party in regard thereto)
(d) no work has been carried out on or about the Demised Premises which
has diminished the rental value thereof
(e) in case the Demised Premises or any part thereof shall have been
destroyed or damaged by any of the Insured Risks so as to render the
Demised Premises unfit for occupation and use or unaccessible they
have been rendered fit for occupation and use (or accessible (as the
case may be))
(f) any rent free period for fitting out purposes has expired (or that an
inducement in lieu thereof has been paid)
(g) the benefit of any planning or other consent current at the relevant
Review Date is available also for such willing tenant
(h) the Demised Premises may be lawfully used for the use permitted by
the Lease and taking no account of any effect on rent of:
(i) the fact that the Tenant or its predecessors in title or subtenant
have been in occupation of the Demised Premises
35
(ii) any goodwill attached to the Demised Premises by reason of the
carrying on the Demised Premises of any business by the Tenant or
its predecessors in title and/or subtenants
(iii) the existence at the relevant Review Date of any improvement to the
Demised Premises carried out during the Term by the Tenant and/or
any subtenants or prior thereto pursuant to any agreement for lease
by the Tenant or its predecessors in title with the Landlord's prior
consent (if required) other than an improvement effected at the
Landlord's expense or pursuant to an obligation to the Landlord or
its predecessors in title whether under this Lease or otherwise
(iv) any premium paid by the Landlord to the Tenant as an inducement to
the Tenant to enter into this Lease
(v) any premium paid by the Tenant to the Landlord as a condition of the
Tenant entering into this Lease
(vi) (so far as may be permitted by law) all statutory restrictions
relating to the assessment and recovery of rent
(vii) the Landlord's or the Tenant's estimate of the increased Principal
Rent for any purpose
"the President": the President (or if he is unable so to act then the Vice
President or other duly authorised officer) for the time being of the
Royal Institution of Chartered Surveyors
"Review Dates": 25 March 2006 25 March 2011 and 25 March 2016 and such
other date specified by the Landlord in accordance with Clause 6.5 and the
expression the "relevant Review Date" shall be construed accordingly
36
6.2 The Principal Rent shall be reviewed on each Review Date and shall from
the relevant Review Date be whichever is the higher of:
(a) the Market Rental Value as at that Review Date;
(b) the Principal Rent immediately before that Review Date; and
6.3 The Landlord and the Tenant shall endeavour to agree the Market Rental
Value as at the relevant Review Date but if they fail to agree in writing
by the date which is three months immediately before that relevant Review
Date the Market Rental Value may be determined by a valuer to be appointed
on the request of either the Landlord or the Tenant by the President
PROVIDED ALWAYS THAT:
(a) the valuer shall be a Chartered Surveyor who shall have not less than
ten years experience in valuing property similar to the Demised
Premises in and shall be a partner or director of a reputable firm or
company of Chartered Surveyors
(b) the valuer shall act as an arbitrator (unless the parties agree prior
to the date of appointment that the valuer shall act as an expert)
(c) in the case of the valuer acting as arbitrator
(i) the arbitration shall be conducted in accordance with the
Arbitration Act
(ii) if any person appointed as the valuer shall die or become
unwilling or incapable of acting or if for any other reason he
is unable to act then the Landlord or the Tenant may request the
President to appoint another valuer to act as an arbitrator in
his place
37
(d) in the case of the valuer acting as expert
(i) the costs of the valuer shall be in his determination and
failing such determination such costs shall be borne by the
parties in equal shares
(ii) the valuer shall afford to the Landlord and the Tenant or their
representatives reasonable opportunity to make representations
(which he will exchange between the parties) and cross
representations to him; and
(iii) if the person appointed as the valuer shall die or become
unwilling or incapable of acting or if for any other reason he
is unable to act then the Landlord or the Tenant may request
the President to appoint another valuer in his place to act as
an expert which procedure may be repeated as many times as
necessary
6.4 Such increased Principal Rent (if any) shall be payable on and from the
relevant Review Date for the residue of the Term or until a greater rent is
substituted therefor under this Clause but in the event of the Market
Rental Value not having been agreed or determined at the relevant Review
Date then the Principal Rent payable immediately prior to that Review Date
shall continue to be payable until such agreement or determination and
within fourteen days after such agreement or determination the Tenant shall
pay the balance due (being the difference between the Principal Rent
actually paid from that Review Date and the increased Principal Rent as
agreed or determined payable from that Review Date up to and including the
day preceding the next ensuing Quarter Day) together with interest at four
per centum below the Prescribed Rate on such balance payable from the
relevant Review Date until actual payment
6.5 If at any Review Date the Landlord must comply with any Enactment which
restricts or modifies the Landlord's right herein to revise the Principal
Rent or which shall restrict the Landlord's right to demand or accept
payment of the full amount of the Principal Rent for the time being payable
under this Lease then on each time that any such Enactment is removed
relaxed or modified the Landlord may on giving at least one month's notice
38
to the Tenant expiring after the date of each such removal relaxation or
modification review the Principal Rent on the date of such notice expiring
and the Principal Rent from such date to the next succeeding Review Date
shall be determined in accordance with this Clause
6.6 Any variation of the Principal Rent pursuant to this Clause shall when
agreed or determined be recorded by a memorandum endorsed upon or annexed
to this Lease and counterpart hereof signed on behalf of the Landlord and
the Tenant
6.7 Any delay in the seeking an appointment of a valuer shall in no way
prejudice the right to review the Principal Rent and time shall not be of
the essence in respect of any dates or periods mentioned in this Clause
7. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
7.1 Forfeiture: if the rents hereby reserved or any part thereof shall be
unpaid for twenty one days after becoming payable (whether formally
demanded or not) or if any of the covenants on the part of the Tenant
herein contained shall not be materially performed or observed or if the
Tenant (or if the Tenant is more than one person any of them) shall be
adjudged a bankrupt or (being a company) shall go into liquidation (other
than a voluntary liquidation for the purposes of amalgamation or
reconstruction of a solvent company in respect of which the Landlord's
consent has first been obtained such consent not to be unreasonably
withheld or delayed) or if a Receiver Administrator Administrative Receiver
or other encumbrancer takes possession of or shall be appointed in respect
of the whole or any part of the Tenant's assets or if the Tenant shall make
any arrangement with creditors for the liquidation of the debts of the
Tenant by composition or otherwise or any voluntary arrangement as defined
in the Insolvency ▇▇▇ ▇▇▇▇ or ceases to carry on its business as a whole or
becomes unable to pay its debts within the meaning of Section 123 of the
Insolvency ▇▇▇ ▇▇▇▇ then and in any of the said cases it shall be lawful
for the Landlord or any person duly authorised by the Landlord in that
39
behalf at any time thereafter to re-enter the Demised Premises or any part
thereof in the name of the whole and thereupon this demise shall
absolutely cease and determine but without prejudice to any right of
action or remedy of any party hereto in respect of any antecedent breach
of any of the covenants by any party hereto
7.2 Distress: if any part of the Rents sums or other payments hereby reserved
or any part thereof shall be in arrears for twenty one days (whether
legally demanded or not) it shall be lawful for the Landlord to enter upon
the Demised Premises or any part thereof and to distrain and to dispose of
in due course of law the distress or distresses then and there found and
to apply the proceeds thereof in or towards payments so in arrear and all
interest reserved as rent
7.3 No implied easements: nothing herein contained shall by implication of law
or otherwise operate to confer upon the Tenant any easement right or
privilege whatsoever over or against any adjoining or neighbouring
property which would or might restrict or prejudicially affect the future
rebuilding alteration development or user of such adjoining or
neighbouring property and the Landlord shall have the right at any time to
make such alterations to or to pull down and rebuild or redevelop any such
adjoining or neighbouring property as it may deem fit without obtaining
any consent from or making any compensation to the Tenant
7.4 No restrictions on adjoining property: nothing herein contained or implied
shall impose or be deemed to impose any restriction on the use or
development of any land or buildings not comprised in this Lease or give
the Tenant the benefit of or the right to enforce or to have enforced or
to prevent the release or modification of any covenant agreement or
condition entered into by any purchaser from or by any tenant or occupier
of the Landlord in respect of property not comprised in this Lease or
shall operate to prevent or restrict in any way the use or development of
any land not comprised in this Lease whether the same shall be subject to
or free from covenants agreements declarations and stipulations similar to
those herein contained and the Landlord shall have no obligation to ensure
that any person granted or exercising any right shall exercise such rights
in a manner permitting the Tenant to exercise any rights without
interference
40
7.5 Exclusion of Landlord's liability:
(a) the Landlord shall not in any event be liable to the Tenant in respect
of any failure of the Landlord to perform any of its obligations to
the Tenant hereunder whether expressed or implied (except for the
Landlord's covenant to insure) unless and until the Tenant has
notified the Landlord of the facts giving rise to the failure and the
Landlord has failed within a reasonable length of time to remedy the
same and then in such case the Landlord shall be liable to compensate
the Tenant only for loss or damage sustained by the Tenant after such
reasonable time shall have elapsed
(b) no liability shall attach in respect of any breach of any positive
covenant (other than covenants for the payment of money) on the part
of the Landlord herein contained or implied so long as the Landlord
shall be prevented from performing the same by statutory restrictions
non-availability of labour or materials or matters beyond its control
except that if such breach shall occur as aforesaid the Landlord shall
immediately conditions permit remedy such breach
(c) the Landlord shall not in any circumstances incur any liability in
respect of damage to person or property or otherwise by reason of any
accidental damage which may be done to the Demised Premises or to any
of the goods persons or property of the Tenant or any other person
other than may be caused by the act neglect default or misfeasance of
the Landlord its servants employees or agents and any services
rendered to or for the Tenant on the Tenant's request by a servant or
agent of the Landlord shall be deemed to have been rendered by that
person as servant of the Tenant
7.6 No warranty as to permitted use: nothing in this Lease contained shall
imply or warrant or be deemed to imply or warrant that the Demised Premises
may under the provisions of the Planning Acts be used for the purpose
herein authorised and the Tenant hereby acknowledges and admits that the
Landlord has not given or made at any time any representation or warranty
that any such use is or will be or will remain a permitted use under the
Planning Acts and that notwithstanding that any such use as aforesaid might
not be a permitted use within such provisions as aforesaid the Tenant shall
remain fully
41
bound and liable to the Landlord in respect of the obligations undertaken
by the Tenant by virtue of this Lease without any compensation recompense
or relief of any kind whatsoever
7.7 Notices:
(a) any notice to be given under this Lease shall be in writing and may be
delivered to the relevant party or sent by registered first class
prepaid letter or facsimile to the registered office of that party or
to such other address or number as may be notified hereunder by that
party from time to time for this purpose and shall be effectual
notwithstanding any change of address or facsimile number not so
notified and a copy of all notices given by the Landlord to Virata
Limited shall be sent to the Tenant's Solicitors Taylor Vinters of
Merlin Place ▇▇▇▇▇▇ Road Cambridge (Reference SB/TLF) or such other
firm of solicitors in England and Wales as the Tenant may notify to
the Landlord in writing from time to time) provided that this
requirement shall not in any way affect the effective service of any
notice on Virata Limited
(b) each such notice shall be deemed to have been given or delivered if by
letter twenty four hours after posting it if by delivery when left at
the relevant address and if by facsimile when transmitted
7.8 Disputes: any dispute arising between the Tenant and any owner or occupier
of any adjoining or neighbouring land or premises as to any easement quasi-
easement right or privilege in connection with the Demised Premises and any
adjoining and neighbouring land or premises or as to any party or other
wall shall be determined by the Landlord's Surveyor for the time being
(acting reasonably) whose decision shall (save as to points of law or
manifest error) be final and binding on the Tenant
7.9 Removal of Tenant's Goods: if at such time as the Tenant has vacated the
Demised Premises after the determination of the Term either by effluxion of
time or otherwise any property of the Tenant shall remain in or on the
Demised Premises and the Tenant shall fail to remove the same within seven
days after being requested by the Landlord so to do by a notice in that
behalf then and in such a case the Landlord may as the agent of the
42
Tenant (and the Landlord is hereby appointed by the Tenant to act in that
behalf) sell such property and shall then hold the proceeds of sale after
deducting the costs and expenses of removal storage and sale reasonably and
properly incurred by it to the order of the Tenant PROVIDED THAT the Tenant
will indemnify the Landlord against any liability incurred by it to any
third party whose property shall have been sold by the Landlord in the bona
fide mistaken belief (which shall be presumed unless the contrary be
proved) that such property belongs to the Tenant and was liable to be dealt
with as such pursuant to this sub-clause
7.10 Waiver of Breach: no demand for or receipt of rent or other payment whether
paid by direct debit standing order or otherwise by the Landlord after
notice or knowledge by the Landlord or its personnel of any breach of any
of the Tenant's covenants shall operate as a waiver wholly or partially of
such breach and the Tenant shall not be entitled to set up such demand or
receipt as a defence in any action or proceeding by the Landlord
7.11 Occupation after Expiry: if and so long as the Tenant shall remain in
occupation of the Demised Premises or any part thereof after the expiry of
the Term (howsoever occurring) the Tenant shall pay to the Landlord on the
usual quarter days a sum equal to the rent and any other monies which would
have been due had the term subsisted but no new Lease or extension of the
Term thereof shall be created or implied thereby
7.12 Governing law and submission to jurisdiction : This Lease shall be governed
by and construed in accordance in all respects with the laws of England and
Wales and the Landlord the Tenant hereby irrevocably submits to the non-
exclusive jurisdiction of the English Courts and consent to service of
process by post or in any other manner permitted by English law
7.13 Superior Landlord: any approval or consent required of the Landlord and any
easement right power or discretion excepted reserved or available to the
Landlord by this Lease shall be deemed in addition to require the consent
of and to except reserve and make the same available to any mortgagee and
any superior landlord and any costs and expenses of the Landlord payable by
the Tenant by virtue of this Lease shall include all costs and expenses
that any superior landlord or mortgagee can recover from the Landlord
PROVIDED THAT in the case of any such superior landlord there shall not be
implied
43
any obligation to act reasonably in giving its consent unless the superior
landlord is required to do so under the terms of the Superior Lease
7.14 Exclusion of Compensation:
(a) Unless any statutory provision prohibits or modifies the Tenant's
right to compensation being excluded or reduced by agreement neither
the Tenant nor any undertenant (whether immediate or derivative) shall
be entitled to claim any compensation from the Landlord under the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ on quitting the Demised Premises or any
part thereof
(b) The Tenant shall not be entitled to claim any compensation from the
Landlord arising from the reasonable exercise of its rights of entry
onto the Demised Premises in accordance with the provisions of this
Lease
7.15 Release of Reversioner: On receipt of any application from any person who
at any time prior to the date of such application was entitled to the
reversion immediately expectant upon the term granted by this Lease for the
release of any covenant in respect of the whole or any part of the Property
the Tenant shall consent (and shall not serve any notice objecting to) such
release
7.16 Commencement: For the avoidance of doubt the provisions of this deed (other
than those contained in this Clause) shall not have any effect until this
deed has been dated
7.17 Tenancy: This Lease granted in pursuance of an Agreement dated 19th day of
December 2000 is a new tenancy for the purposes of Section 1 of the
Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
7.18 Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇: It is hereby agreed and
declared that no person who is not a party to this Lease (other than an
assignee of the Tenant) shall be entitled to enforce in its own right any
term of this Lease pursuant to the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇
8. SERVICE CHARGE
44
The Landlord and the Tenant covenant one with the other AND IT IS HEREBY
AGREED as follows:
8.1 The Tenant shall pay to the Landlord without any deduction by way of
further and additional rent the Service Charge
8.2 The Landlord shall be entitled to include as part of the costs of the
Landlord's services a reasonable proportion of all such costs expenses and
outgoings which are of a periodically recurring nature whenever disbursed
incurred or made and which relate to any period of occupation by the Tenant
or any undertenant including a sum or sums of money to provide for
reasonable anticipated expenditure as the Landlord may reasonably allocate
to the year in question as being fair and reasonable in the circumstances
and to collect a sum or sums of money for expenditure which is
unanticipated at the commencement of the Accounting Year
8.3 The Tenant shall on each of the quarter days for payment of the rent first
hereby reserved pay by equal quarterly payments in advance to the Landlord
such sum in advance and on account of the Service Charge as the Landlord
shall specify at the commencement of the Landlord's Accounting Year at its
discretion to be a fair and reasonable interim payment in accordance with
the principles of good estate management
8.4 As soon as practicable after the end of the Landlord's Accounting Year or
part of a year the Landlord shall supply the Tenant with a copy of a
Schedule certified by the Landlord's accountant or managing agent
containing a summary of the costs of the Landlord's services in respect of
the Landlord's Accounting year or part of a year and showing the Service
Charge payable by the Tenant for the year in question (due credit being
given for all interim payments made by the Tenant during the year or part
of a year in question) and there shall be paid by the Tenant to the
Landlord within 14 days of demand the amount of the Service Charge as
aforesaid then owing (if any) or any balance then found due and payable or
(as the case may require) there shall be allowed by the Landlord to the
Tenant against the Tenant's liability for service charge for the next year
any amount which may have been overpaid by way of interim payments (and at
the end of the Term (howsoever determined) the Landlord shall account and
pay to the Tenant
45
any sums paid by way of interim payments on account of Service Charge owing
to the Tenant in respect of the final service charge year
8.5 Every certificate of the Landlord's accountant or managing agent as to the
cost of the Landlord's services or as to any sum payable by the Tenant
hereunder shall (save as to points of law and manifest error) be final and
binding on the Landlord and the Tenant and every such certificate shall be
in writing
8.6 Any omission by the Landlord to include in any year a sum expended or a
liability incurred in that year shall not preclude the Landlord from
including such sum or the amount of such liability in any subsequent year
or years as the Landlord shall deem fit
8.7 The provision of this Clause shall continue to apply notwithstanding the
expiration or sooner determination of the Term (though only in respect of
the period up to such expiration or sooner determination)
8.8 The Landlord may withhold and extend or vary the Landlord's services or any
of them from time to time if the Landlord deems it necessary so to do in
the interests of good estate management
9. SURETY COVENANTS
In consideration of the demise contained in this Lease having been made at
the Surety's request the Surety hereby covenants with the Landlord in the
terms of the Seventh Schedule
IN WITNESS whereof the parties to this Deed being companies have caused their
respective Common Seals to be hereunto affixed and being individuals have
hereunto set their hands and seals the day and year first before written
46
THE FIRST SCHEDULE
(The Demised Premises)
All those premises comprising the building known or to be known as ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Cambridge as the same are shown for
identification on Plan 1 and thereon edged red being part of the land registered
under Title Number CB 121576 and are shown by way of further identification on
Plans 2 and 3
THE SECOND SCHEDULE
(Easements and other rights granted)
Subject to compliance with any existing or future regulations relating thereto
promulgated by the Landlord from time to time and in common with the Landlord
and all other persons having similar rights:
1. The right (so far as the Landlord has power to grant the same) of passage
and running of the Services from and to the Demised Premises through the
Conduits in or through the Estate provided that the Landlord may at any
time alter the route of any such Conduits on not less than two weeks prior
notice (save in case of emergency) and the minimum disturbance is caused to
the Tenant
2. The right to pass and ▇▇▇▇▇▇ at all times with or without vehicles from and
to the public highway and the loading areas and the waste compactor which
the Tenant is entitled to use from and to the Demised Premises over and
along the roads and accessways of the Common Parts of the Estate provided
that the Tenant shall not cause or permit any vehicles or trailers to be
parked thereon
3. The right to keep a waste compactor in such area as the Landlord may
designate and in the manner to be approved by the Landlord
4. The right to exclusive use of 123 car parking spaces shown edged yellow on
Plan 1
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5. The right to provide a sheltered bike rack of a design to be first approved
in writing by the Landlord (such approval not to be unreasonably withheld
or delayed) in the area shown edged yellow on Plan 1 (or such other area as
the Landlord shall have first approved in writing (such approval not to be
unreasonably withheld and delayed)) for up to a maximum of 50 bicycles
6. The right on prior written notice (except in an emergency) to enter on to
other parts of the Estate together with work people and materials to
connect into and repair the Conduits serving the Demised Premises and for
the proper performance of the Tenant's covenants herein contained the
person or persons exercising such right making good all physical damage to
the Estate thereby occasioned
7. The benefit of rights granted by or referred to in the deeds and documents
mentioned in the Fifth Schedule insofar as the same are still subsisting
and capable of taking effect and affect the Demised Premises
8. Subject to the prior written approval of the Landlord under the Superior
Lease the right to have the name or trading name of the Tenant displayed on
any common signboard for the Estate
THE THIRD SCHEDULE
(Exceptions and Reservations)
In favour of the Landlord and its personnel
and all other persons authorised by it or
who now have or may hereafter be granted by the
Landlord similar rights
1. The full free and uninterrupted passage and running of the Services to and
from any adjoining or neighbouring property and the buildings now or
hereafter to be erected thereon and for the benefit of the respective
owners lessees or occupiers for the time being thereof through the Conduits
which now are or may hereafter be in upon over or under the Demised
Premises
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2. The full and free right and liberty to enter after giving not less than two
working days prior written notice (except in an emergency when no notice
shall be required) upon the Demised Premises at all times for the purpose
of connecting laying inspecting repairing cleansing maintaining amending
altering replacing relaying or renewing the Conduits referred to in
Paragraph 1 of this Schedule the person or persons exercising such right
making good all physical damage to the Demised Premises thereby occasioned
to the reasonable satisfaction of the Tenant but without any liability to
pay any compensation
3. The full right and liberty to rebuild or execute alterations repairs and
other works upon or to any adjoining or neighbouring property in such
manner as the Landlord or the person or persons exercising such right may
think fit notwithstanding any interferences with or reasonable damage
caused thereby to the Demised Premises or to the access or enjoyment of
light or air to or in respect of the Demised Premises or that such
rebuilding or alterations repairs and other works shall temporarily
interfere with the use or occupation of the Demised Premises the person or
persons exercising such right making good all physical damage to the
Demised Premises thereby occasioned to the reasonable satisfaction of the
Tenant but without any liability to pay any compensation
4. The full and free right and liberty accompanied by a member of the Tenant's
staff to enter (after not less than two working days prior notice (except
in an emergency when no notice shall be required) and then without having
to be attended by a member of the Tenant's staff) upon the Demised Premises
at all times:
(a) in order to clean decorate repair alter or rebuild any adjoining or
neighbouring premises and/or to repair maintain or renew the
Irrigation System
(b) for any other purpose in connection with the performance of the
Landlord's rights and obligations under the Lease
on completion of any of such works the person or persons exercising such
right or rights making good all physical damage to the Demised Premises
thereby occasioned to the
49
reasonable satisfaction of the Tenant and causing as little inconvenience
as possible but without any liability to pay compensation
5. The full and free right and liberty to use the Irrigation System
6. The full and free right of support shelter and protection and all other
easements and rights now or hereafter belonging to or enjoyed by any
adjoining or neighbouring property
7. All rights of light and air and all other easements and rights now or
hereafter belonging to or enjoyed by any adjoining or neighbouring property
over the Demised Premises
8. Right in the case of fire or other emergency to enter upon the Demised
Premises with or without all necessary workmen equipment and materials to
execute and take all necessary or desirable measures and precautions the
person or persons exercising such right or rights making good all physical
damage to the Demised Premises thereby occasioned to the reasonable
satisfaction of the Tenant and causing as little inconvenience as possible
but without any liability to pay any compensation
9. The rights granted by or referred to in the deeds and documents mentioned
in the Fifth Schedule insofar as these are still subsisting and relate to
the Demised Premises
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that (as appropriate) all
the foregoing provisions of this Schedule as regards anything not in being at
the date hereof shall apply and be effective only during the shorter of the
following periods namely the duration of the Term or eighty years from the date
hereof
THE FOURTH SCHEDULE
(Particulars of the Landlord's services and
other matters
in respect of which the Tenant is to pay the
Service Charge)
1. The Common Parts
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Inspecting repairing decorating renewing rebuilding replacing cleansing
lighting and maintaining the Common Parts and the party structures of the
Estate
2. Common Facilities
Making repairing maintaining decorating and cleansing and (where necessary)
rebuilding or renewing all areas party structures conduits or other items
whatsoever which may belong to or be capable of being used or enjoyed by
the Estate in common with any other property or properties
3. Staff
3.1 Providing staff for the day to day running of the Estate and the
installations therein including (but without prejudice to the generality of
the foregoing) cleaning and maintenance and for the general management and
security of the Estate
3.2 Providing repairing maintaining decorating heating and lighting any
accommodation and facilities for the Estate management staff within the
Estate
3.3 Providing repairing and replacing all tools appliances materials and
equipment for the proper performance of the duties of any such staff
including uniforms and other working clothes
4. Insurance
Insuring and keeping insured the Common Parts of the Estate in accordance
with the Landlord's covenant hereinbefore contained against the Insured
Risks (including any insurance valuation fees) and effecting or maintaining
insurance in respect of any public third party and employers' liability of
the Landlord arising out of or in connection with any matter involving or
relating to the Estate and any other insurance properly maintained by the
Landlord in respect of the Estate
51
5. Open Areas and Waste Disposal
5.1 Keeping any parts of the Estate which are unbuilt upon clear of all rubbish
and free from weeds and in a neat and tidy condition and (as may be
appropriate) the cost of keeping all grassed areas regularly mown all
borders properly stocked and tended and all trees properly lopped topped
and pruned
5.2 Providing maintaining repairing and renewing any compacting equipment
dustbins or similar receptacles and equipment for refuse for the Estate and
removal and disposal of refuse from the Estate
5.3 Providing maintaining repairing and renewing such seats benches trees
shrubs flowers grass and other plants and landscaped areas water equipment
flags flag poles or other like amenities as the Landlord shall at its
discretion provide for the benefit of the tenants on the Estate and the
amenity of the Common Parts
6. Rates and Services
6.1 Paying all general and water rates and all other existing and future rates
taxes duties charges assessments and outgoings whatsoever (whether
parliamentary parochial local or of any other description) for the time
being payable in respect of the Common Parts of the Estate
6.2 Paying the costs for the provision of the services in respect of the Common
Parts of the Estate
7. Statutory Requirements
7.1 Paying the costs of and incidental to the compliance by the Landlord with
every notice regulation or order of any competent or local or other
authority in relation to the Common Parts of the Estate
52
7.2 Paying the proper costs of taking all or any steps deemed by the Landlord
to be desirable or expedient for complying with making representations
against or otherwise contesting the incidence of the provisions of any
legislation or orders or statutory requirements thereunder concerning town
planning public health public highways streets drainage or other matters
relating or alleged to relate to the Estate for which the Tenant or other
tenants of the Estate are not directly liable under the terms of the demise
to them
8. Signs
8.1 Providing and maintaining advertisements directional signs and other
hoardings (if any) relating to the Estate as a whole or any part whether
inside or outside the boundaries of the Estate
8.2 Providing and maintaining (at the Landlord's discretion) a signboard for
the Estate giving the names and positions of occupiers of units within the
Estate
9. Security
Providing (at the discretion of the Landlord) maintaining repairing and
replacing such security measures and devices (including burglar alarms
close circuit television and surveillance systems) for the Estate as the
Landlord may deem to be necessary or desirable in the interests of good
estate management
10. Car Parking
Managing and maintaining the car parking areas within the Estate including
installation repair and renewal of all barriers and other installations
therein and keeping the same open for use by those visiting the Estate
53
11. Lighting to Roadways and Pathways
Lighting those parts of the roadways and pathways forming part of the
Common Parts which it is appropriate to light between such times as the
Landlord shall properly determine including insurance maintenance servicing
repair and decoration of the lighting system
12. Management Charges
All proper fees charges expenses and commissions of any accountants
surveyors and all proper fees of architects solicitors or any professional
advisors whom the Landlord may from time to time employ to manage and/or
supervise the Estate on its behalf together with the fees and expenses
incurred in preparing accounts and certificates of the costs of the
Landlord's services. In the event of the Landlord deciding in its absolute
discretion at any time or from time to time not to employ agents to manage
and/or supervise the Estate as aforesaid then the Landlord shall be
entitled instead to include as part of the costs of the Landlord's services
a management fee to cover the costs of the Landlord (to include a sum for
overheads) in the management and supervision of the Estate generally
including (but without prejudice to the generality of the foregoing) the
carrying out of the matters referred to in this Schedule and the
ascertainment of the amount of the costs of the Landlord's services and
their apportionment between the tenants of units in the Estate and for the
avoidance of doubt (but without prejudice to the Landlord's right to
recover the costs of recovering rent pursuant to the terms of this Lease)
the Tenant shall not be obliged to pay any fees levied for the collection
of rent by way of service charge
13. The Estate
A fair and proper proportion to be determined by the Landlord's Surveyor
(whose decision shall be final and binding) of all costs incurred by or
payable by the Landlord in connection with services or supplies insofar as
they relate to the Estate and/or any other services or supplies in
connection with the Estate whether relating to the Common Parts or
otherwise
54
14. Superior Lease
A fair and proper proportionate part of the rents specified in the Second
Part of the Third Schedule to the Superior Lease paid by the Landlord to
the Superior Landlord (other than the moneys referred to in paragraph (3)
of the Second Part of the Third Schedule to the Superior Lease)
15. General
Any other services supplies and works as the Landlord may deem desirable or
necessary in the interests of good estate management for the benefit of the
Estate or any part thereof or the lessees tenants or occupiers thereof or
for securing or enhancing any amenity of or within the Estate
THE FIFTH SCHEDULE
(Deeds and Documents affecting the Demised
Premises)
Date Description of Document Parties
27.03.90 Lease (hereinbefore defined as (1) The Master Fellows and Scholars of
the "Superior Lease") (Phase the College of the Holy and Undivided
II) as varied by Trinity within the Town and University
of Cambridge of ▇▇▇▇ ▇▇▇▇▇ VIII's
Foundation
(2) The General Electric Company plc
05.11.92 Deed of Variation (1) The Masters Fellows and Scholars of
Trinity College Cambridge
(2) The Equitable Life Assurance Society
55
26.06.84 Section 52 Agreement (1) South Cambridgeshire District
Council
(2) The Master Fellows and Scholars of
the College of the Holy and Undivided
Trinity within the Town and University
of Cambridge of ▇▇▇▇ ▇▇▇▇▇ the VIII's
Foundation
Title Number CB121576
THE SIXTH SCHEDULE
Covenants by the Surety
1. The Surety hereby irrevocably and unconditionally GUARANTEES to the
Landlord as a continuing guarantee the payment when due of all sums due
owing or outstanding from the Tenant to the Landlord under this Lease and
the due performance by the Tenant of the Tenant's Covenants and agrees to
indemnify the Landlord from and against all loss damage costs and expenses
which the Landlord may suffer through or arising from any failure by the
Tenant to perform any of the Tenant's Covenants or any failure by the
Tenant duly fully and punctually to pay any such sum or any other sum
required to be paid by it in relation to or otherwise to perform its said
obligations
2. The Surety HEREBY FURTHER COVENANTS irrevocably and unconditionally with
the Landlord that if the Tenant shall become Insolvent and/or this Lease is
vested in the Crown as bona vacantia and/or this Lease is disclaimed and/or
forfeited and/or the Term is otherwise determined prior to its contractual
expiry the Surety will (if so required by the Landlord within six months of
the Landlord learning of the relevant event) accept from and execute and
deliver to the Landlord a counterpart of a new lease of the Demised
Premises for a term commencing on the date of such disclaimer or other
event putting an end to the effect of this Lease as aforesaid and
continuing for the residue then remaining unexpired of the Term the Surety
to be responsible for the costs of both parties in
56
connection with such new lease (together with any Value Added Tax payable
thereon) and to reserve the same rents and other sums as are then reserved
and made payable by this Lease and to be subject to the same covenants
conditions and provisions (including the provisions for the review of rent
at the times and in manner contained in this Lease) as are contained in
this Lease
3. All sums payable hereunder by the Surety shall be paid immediately on
demand by the Landlord in full without any deduction withholding counter-
claim or set off and if the Surety is compelled by law to make any
deduction or withholding from any such sums or if any payment hereunder
shall be or become subject to any tax duty levy or impost of any nature
(whether before or after the same has been paid to the Landlord) excluding
any tax (other than Value Added Tax) assessable on the Landlord in respect
of any income from the Demised Premises the Surety shall (insofar as
permitted by law) immediately pay to the Landlord such additional amount or
amounts as will result in payment to and retention by the Landlord of the
full amount which would have been received and retained by the Landlord but
for such deduction or withholding or the imposition of such tax duty levy
or impost
4. Without prejudice to the Landlord's rights against the Tenant as between
the Landlord and the Surety the Surety shall be liable hereunder as if it
were solely and principally liable and not merely a surety and its
liability hereunder shall not be released discharged or diminished by:
(a) any legal limitation lack of capacity or authorisation or defect in
the actions of the Tenant in relation to any invalidity or
unenforceability of or any variation (whether or not agreed by the
Surety) of any of the terms of this Lease the insolvency (or in the
case of an individual Tenant death) of the Tenant or any change in the
Tenant's identity constitution status or control; or
(b) any forbearance neglect or delay in seeking performance of the
obligations of the Tenant any granting of time indulgence or other
relief to the Tenant in relation
57
to such performance or any composition with discharge waiver or
release of the Tenant; or
(c) any other act omission fact or circumstance which might otherwise
release discharge or diminish the liability of a guarantor
5. Any release settlement or discharge between the Landlord and the Surety
shall be conditional upon no security or payment made or given to the
Landlord being avoided reduced set aside or rendered unenforceable by
virtue of any provision or enactment now or hereafter in force relating to
bankruptcy insolvency or liquidation and if any such security or payment
shall be avoided reduced set aside or rendered unenforceable the Landlord
shall be entitled to recover the full amount or value of any such security
or payment from the Surety and otherwise to enforce this Schedule as if
such release settlement or discharge had not taken place
6. This guarantee is given to the Landlord by the Surety under seal and shall
enure for the avoidance of doubt not merely for the benefit of the Landlord
but for the benefit of any successor in title (however such title devolves)
of the Landlord
7. The Surety HEREBY FURTHER COVENANTS with the Landlord
(a) to notify the Landlord from time to time in writing forthwith of any
change (in the case of a company) to the registered office of the
Surety or (in the case of an individual) to the address of the Surety
and any notice request application consent approval or other
notification served by the Landlord on the Surety shall be deemed to
have been given or delivered if by letter forty eight hours after
posting it if by delivery when left at the relevant address and shall
be effectual notwithstanding any change of address not so notified
(b) to submit to the jurisdiction of Courts in England and Wales and to
accept service of document notice proceedings or otherwise at the
address in England and Wales set out on page one of this Lease
58
(c) to keep the Landlord fully and effectually indemnified from and
against all actions demands claims liabilities losses damages costs
and expenses whatsoever (including all interest penalties legal and
other costs and expenses together with Value Added Tax thereon if
applicable) arising directly or indirectly through the failure or
omission by the Surety to comply with paragraphs 7(a) and 7(b) above
EXECUTED as a DEED by )
as the )
Attorney of The Equitable Life Assurance )
Society (in exercise of a Power of Attorney )
executed as a Deed dated 6 March 2001) in )
the presence of: )
NAME
ADDRESS
OCCUPATION
59
(THE COMMON SEAL of VIRATA
(LIMITED was hereunto affixed in the
(presence of:
Director
Secretary
(EXECUTED as a DEED by VIRATA
(CORPORATION
60