DATED 22 May, 2025 AG HEXAGON B.V. AND SMARTKEM LIMITED LEASE of the whole of the 8th Floor, Hexagon Tower Delaunays Road, Blackley, Manchester, M9 SGQ
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[**].”
DATED 22 May, 2025
AG HEXAGON B.V.
AND
SMARTKEM LIMITED
LEASE
of
the whole of the 8th Floor, Hexagon Tower
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TABLE OF CONTENTS
PAGES
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LEASE PARTICULARS
Part 1: HM LAND REGISTRY PRESCRIBED CLAUSES
LR1. | Date of lease | 22 May, 2025 |
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LR2. | Title Number(s) | |
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LR2.1 | Landlord’s title number(s) | GM823547 and ▇▇▇▇▇▇▇▇▇ |
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LR2.2 | Other title numbers | None |
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L43. | Parties to this lease | |
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| Landlord | AG HEXAGON B.V. a company registered in the Netherlands (registered number 64764192) whose registered office is at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ foreign company number FC038407, UK establishment registered number BR023502 and Overseas Entity ID OE008797. |
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| Tenant | SMARTKEM LIMITED a company registered in England and Wales (registered number 06652152) whose registered office is at Manchester Technology Center Hexagon Tower, Delaunays Road, Blackley, Manchester, England, M9 8GQ. |
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| Other parties | None |
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LR4. | Property | In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. |
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| | The property defined as the “Premises” in the Other Particulars of this Lease. |
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LR5. | Prescribed statements etc. | |
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LR5.1 | Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003. | Not applicable. |
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LR5.2 | This lease is made under, or by reference to, provisions of: | Not applicable. |
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LR6. | Term for which the Property is leased | The Term defined in the Other Particulars of this Lease. |
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LR7. | Premium | None. |
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LR8 | Prohibitions or restrictions on disposing of this lease | The Lease contains a provision that prohibits or restricts dispositions. |
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LR9. | Rights of acquisition etc. | |
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LR9.1 | Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land | None. |
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LR9.2 | Tenant’s covenant to (or offer to) surrender this lease | None. |
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LR9.3 | Landlord’s contractual rights to acquire this lease | None. |
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LR10. | Restrictive covenants given in this lease by the Landlord in respect of land other than the Property | None. |
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LR11 | Easements | |
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LR11.1 | Easements granted by this lease for the benefit of the Property | The rights and matters set out in schedule 1. |
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LR11.2 | Easements granted or reserved by this lease over the Property for the benefit of other property | The rights and matters set out in schedule 2. |
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LR12. | Estate rent charge burdening the Property | None. |
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LR13. | Application for standard form of restriction | None. |
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LR14. | Declaration of trust where there is more than one person comprising the Tenant | Not applicable. |
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Part 2: OTHER PARTICULARS
Building | The building known as Hexagon Tower, Delaunays Road, Blackley, Manchester, England, M9 8GQ as shown edged red on Plan 2 and comprising the whole of the land and building comprised in Title Number GM823547 and ▇▇▇▇▇▇▇▇▇; and including any future extensions, alterations or additions to it. |
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Premises | The whole of the 8th Floor of the Building, shown edged red on Plan 2, and INCLUDING: |
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| (a) the non-load bearing furnishings or coverings to: i. the main ceilings, floors and walls of the Premises; and ii. any main columns in the Premises; but not any other part of those main ceilings, floors, walls or columns; (b) any internal non-load bearing walls inside the Premises and one half in width of any non-load bearing walls separating the Premises from any other premises in the Building let or intended to be let to any other tenant of the Landlord; (c) any windows, doors and window and door frames inside the Premises; (d) any raised floors and suspended ceilings inside the Premises; (e) all Conducting Media inside and exclusively serving the Premises; |
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(f) all additions and improvements to the Premises and all fixtures and fittings of every kind which are at any time in or on the Premises (whether originally fixed or fastened to them or not) except tenant’s or trade fixtures and fittings; (g) all fume cupboards located in the Premises; (h) all other structures and appurtenances at any time on or enjoyed with the Premises in so far as they do not form part of the Common Parts as far as they exist at any time during the Term but excluding any part of any central heating, air handling or air conditioning system, CCTV, video, monitoring, security, control, access, fire detection, fire prevention or sprinkler system or any other electrical or other system of any type and any Conducting Media comprising part of the systems in the Building for delivery of lab gases or part of the systems in the Building for evacuating gaseous materials from fume cupboards in laboratories (but including any such fume cupboards located in the Premises) which is located within the Premises, it being agreed that all such systems shall form part of the Common Parts. | |
Term | Three (3) years from and including the Term Commencement Date to and including the 15th April 2028. |
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Term Commencement Date | 16 April 2025. |
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Break Date | 16 April 2027. |
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Rent | (a) £[**] ( £[**] ) per annum exclusive of VAT for the period from and including the Rent Commencement Date to and including the 15th October 2025; then |
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| (b) £[**] ( £[**] ) per annum exclusive of VAT from and including the 16th October 2025 thereafter until the expiry of the Term. |
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Rent Commencement Date | The Term Commencement Date. |
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Permitted Use | Offices, laboratory and storage use within Class E(g) of the Town & Country Planning (Use Classes) Order 1987 as amended at the date of this Lease. |
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Previous Leases | Together: |
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| (1) The lease demising premises on the 8th floor of the Building dated 17 July 2015 between (1) Mars Pension Trustees Limited and (2) Smartkem Limited (“2015 Lease”); and (2) The supplemental lease demising rooms 8-10 on the 8th floor of the Building dated 30 March 2017 between (1) Mars Pension Trustees Limited and (2) Smartkem Limited (“2017 Lease”); and (3) The lease demising the whole of the 8th floor of the Building dated 16 April 2019 between (1) AG Hexagon B.V. and (2) Smartkem Limited (“2019 Lease”); and (4) The lease by reference demising the whole of the 8th Floor of the Building dated 12 April 2022 between (1) AG Hexagon B.V. and (2) Smartkem Limited (“2022 Lease”) and all documents supplemental or collateral to these leases. |
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THIS LEASE is dated 22 May 2025 and made between:
(1)the Landlord as set out in clause LR3; and
(2)the Tenant as set out in clause LR3.
IT IS AGREED that:
| 1. | INTERPRETATION |
| 1.1 | In this Lease the following words and expressions have the meanings set opposite them: |
“Additional Charges” means the charges (if any) payable by the Tenant to the Landlord for the provision of the Additional Services;
“Additional Services” means any or all of those services set out in schedule 5; “adjoining or neighbouring premises” includes the Building other than the Premises;
“associated company” means a company in the same group of companies as the Tenant as defined by section 42 of the Landlord and Tenant Act 1954;
“Authorised Guarantee Agreement” means an agreement between the Landlord and the Tenant entered into by the Tenant as covenantor in the circumstances set out in clause 3.21 and containing the provisions set out in schedule 9 hereto;
“Building” has the meaning given in the Other Particulars;
“Car Park” means the car park at the Building;
“Common Parts” means any entrances, entrance halls, lifts (including lift shafts), stairs, escalators, passageways, landings, lavatory accommodation, Conducting Media and other parts of the Building available or intended to be available for use in common by two or more of the Landlord’s tenants of the Building;
“Conducting Media” means tanks, pipes, cables, wires, meters, drains, sewers, gutters and other things of a similar nature for the passage of electricity, gas, water, soil and other services;
“Encumbrances” means the matters contained or referred to in the documents identified in schedule 3;
“End Date” means 15 April 2028 or (if earlier) the date on which the Term is determined;
“Environment” means land air and water and any of those media;
“Environmental Legislation” means the Health and Safety at Work etc Act 1974, the Environmental Protection Act 1990, the Water Resources Act 1991, the Environment Act 1995 and any other statute of a similar nature in force at any time during the Term;
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“Environmental Management Plan” means any environmental management plan for the Building which may, without limitation, include reasonable annual targets for:
| (a) | the reduction of energy consumption, carbon emissions, water use and waste at the Building; |
| (b) | the increase (where possible) of the use of plant and equipment based on renewable technologies, renewable energy, recycled water and captured rainwater for the Building; |
| (c) | the increase (where possible) of recycling of waste; and |
| (d) | other measures which it is practical to adopt in order to improve the environmental performance of the Building; |
provided that the plan and such targets shall have due regard to economic viability;
“Environmental Rating System” means any rating system adopted from time to time by the Landlord (acting reasonably) for the purpose of measuring the environmental efficiency and/or performance of the Premises or the Building;
“EPB Regulations” means the Energy Performance of Buildings (Certificates and Inspectors) (England and Wales) Regulations 2012 and all amendments and revisions and ‘EPC’ means an Energy Performance Certificate as defined in the EPB Regulations;
“Group Company” means in relation to any company any other company in the same group of companies as that company within the meaning of Section 42 of the Landlord and Tenant Act 1954;
“Hazardous Substances” means dangerous hazardous toxic or highly flammable substances materials effluents or waste pollutants contaminants or radioactive substances genetically modified organisms micro-organisms and any substances whether natural or artificial solid or liquid gas or vapour or any mixture thereof which may cause harm to the health of any living organisms or may interfere with the ecological systems of which they form part or may cause harm to property or which may result in the pollution of the Environment;
“Insurance Rent” means a fair proportion (to be determined by the Landlord acting reasonably) of the cost to the Landlord in effecting the insurances set out in clause 4 (including the cost of obtaining a valuation of the Building for insurance purposes);
“Insured Risks” means fire, lightning, explosion, impact, earthquake, ▇▇▇▇▇, ▇▇▇▇▇▇▇, flood, bursting or overflowing of water tanks or pipes, damage to underground water, oil or gas pipes or electricity wires or cables, subsidence, ground slip, heave, riot, civil commotion, strikes, labour or political disturbances, malicious damage, aircraft and aerial devices and articles dropped accidentally from them, acts of terrorism and such other risk against which the Landlord may reasonably insure from time to time, and Insured Risk means any one of the Insured Risks;
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“Lab Gases” means such laboratory gases and laboratory steam as may be delivered through centrally piped systems in the Building or via cylinders to certain laboratories in it including some or all of the Lab Space;
“Lab Space” means the part of the Premises used and designated for use as laboratories;
“Landlord” includes the person or persons for the time being entitled to the reversion immediately expectant on the Term;
“Lease Particulars” means the HM Land Registry Prescribed Clauses and the Other Particulars set out at the beginning of this Lease;
“Parking Licence Arrangement” means any licence agreement made between the Landlord and the Tenant for the parking of additional cars in the Car Park for a charge of £[**] per annum exclusive of Value Added Tax subject to review rent every 3 years;
“Permitted Use” has the meaning given in the Other Particulars;
“Plan” means the plans appropriately numbered and annexed to this Lease;
“Planning Acts” means and includes the “Planning Acts” as defined in section 117 Planning and Compulsory Purchase Act 2004 together with that Act and all other legislation from time to time imposing controls on the development or use of land;
“Premises” has the meaning given in the Other Particulars;
“Prescribed Rate” means four per cent per annum above the base rate for the time being of Barclays Bank PLC or (in the event of such rate ceasing to be published) at such equivalent rate as the Landlord shall notify to the Tenant;
“Previous Leases” has the meaning given in the Other Particulars; “Rent” has the meaning given in the Other Particulars;
“Rent Commencement Date” has the meaning given in the Other Particulars; “Service Charge” has the meaning give to it in schedule 4 hereto;
“Structure” means the exterior and main structure of the Building including the foundations, roofs, main walls, ceilings and floors (but excluding any glass, false ceilings, all internal plaster and other finishes of walls or ceilings save where internal to any Common Parts and any floorboards and floor coverings);
“Tenant” includes the successors in title and assigns of the Tenant; “Term” has the meaning given in the Other Particulars;
“Term Commencement Date” has the meaning given in the Other Particulars;
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“Uninsured Damage” means damage to or destruction of the whole or any part of the Premises by any risks expressly specified in the definition of the Insured Risks which renders the Premises unfit for occupation and use or inaccessible and which:
(i)is not insured because insurance is not or ceases to be available or is not available in the London insurance market at economic rates; or
(ii)is not insured or fully insured by reason of any condition, exclusion or limitation which may be imposed by the Landlord’s insurers but does not include any excess;
such that the full cost of reinstatement is not recoverable by the Landlord under the insurance policy but not including damage by any risk which is not insured or is not fully insured against (or damage where insurance is vitiated or insurance monies are wholly or partly irrecoverable) by reason of the act, omission, identify or use of the Premises by the Tenant or anyone at the Building with the express or implied consent of the Tenant and under the Tenant’s control;
“Utilities” means drainage, electricity, gas, fuel oil, energy of any other type, water, the provision of lab gases and all other utility services; and
“VAT” means Value Added Tax and any other tax of a similar nature.
| 1.2 | The Lease Particulars form part of this Lease. |
| 1.3 | In this Lease unless there is something in the context inconsistent therewith: |
| 1.3.3 | where the Tenant is placed under a restriction by this Lease it includes an obligation not to permit or allow the restriction to be infringed; |
| 1.3.4 | references to “lease” shall include “underlease” and vice versa; |
| 1.3.5 | references to “sustainable” and “sustainability” shall: |
| (a) | require (without limitation) regard to be had to the sourcing, specification, performance, recycling and suitability for purpose of any materials, processes or methodology; and |
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| (b) | the question of whether something is sustainable shall be judged at the time the issue arises and not according to that word’s meaning at the date of this Lease; |
| 2. | DEMISE AND RENT |
The Landlord DEMISES unto the Tenant with full title guarantee ALL THOSE the Premises TOGETHER with the particular rights set out in schedule 1 hereto so far as the Landlord has the power to grant the same BUT EXCEPT AND RESERVED AND SUBJECT to the particular rights and matters set out in schedule 2 hereto AND SUBJECT ALSO to such other rights, easements, quasi easement and privileges as are enjoyed by any adjoining or neighbouring premises in any manner affecting the Premises AND SUBJECT ALSO to the matters contained or referred to in the Encumbrances TO HOLD the Premises unto the Tenant (together with but except and reserved and subject as above) for the Term YIELDING AND PAYING to the Landlord during the Term and so in proportion for any less time than a year without any deductions therefrom whatsoever the following rents namely:
| 2.2 | as additional rent, the Service Charge calculated in accordance with schedule 4 and payable as therein set out; |
| 2.3 | within 14 days of written demand, as additional rent, the Insurance Rent; |
| 2.4 | the Additional Charges, at the times and in the manner specified in clause 13; and |
| 2.5 | VAT on the rents reserved by this Lease payable at the time such rents are payable. |
| 3. | TENANTS’ COVENANTS |
The Tenant to the intent that the obligations created shall continue throughout the whole of the Term COVENANTS with the Landlord as follows:
| 3.1 | Pay Rent |
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| 3.2 | Pay outgoings |
| 3.3 | Repair and decorate |
| 3.4 | Statutory works |
| 3.5 | To execute all works required by or by virtue of any Act of Parliament or by any local or public authority to be done in or in respect of the Premises. |
| 3.6 | Observe legislation |
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To observe and perform all requirements of any Act of Parliament, local Act or bylaw and notices issued under such legislation or by any public, local or other competent authority (whether or not required of the Tenant himself) in any way affecting the Premises or any thing in or any activity carried on by persons resorting to or working or employed at the Premises or the use and occupation of the Premises within the time limited by law or the notice requiring the same (or if no time is so limited then within a reasonable time) to the reasonable satisfaction of the Landlord.
| 3.7 | Yield up |
Quietly to surrender and yield up the Premises to the Landlord (or as the Landlord may direct) at the end or sooner determination of the Term in a state and condition in all respects in accordance with the covenants on the part of the Tenant contained in this Lease and:
| 3.7.2 | unless otherwise required by the Landlord, at the Tenant’s expense to remove from the Premises any alterations or additions to the Premises made during or prior to the Term; and |
| 3.7.3 | to hand over to the Landlord all keys relating to the Premises. |
| 3.8 | Entry by Landlord |
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| 3.9 | Entry by adjoining owners |
To permit the Landlord and others authorised by the Landlord and the tenants, owners or occupiers from time to time of any adjoining or neighbouring premises and their respective agents and contractors to enter upon the Premises with workmen and others and all necessary equipment, tools and materials after at least three days’ prior notice (except in an emergency when no prior notice need be given) in order to carry out repairs, alterations, additions, decorations or any other works to or of any adjoining or neighbouring premises which cannot reasonably be carried out without entry on to the Premises PROVIDED ALWAYS that the persons so entering shall cause as little inconvenience as possible to the Tenant or other the occupiers of the Premises and shall with the minimum of delay make good all damage caused to the Premises to the Tenant’s reasonable satisfaction.
| 3.10 | Costs of default |
To pay all proper costs, charges and expenses (including solicitors’ costs and bailiffs’, architects’ and surveyors’ fees) reasonably payable by the Landlord for the purposes of and incidental to the preparation, service and enforcement (whether by proceedings or otherwise) of:
| 3.10.3 | the payment of any arrears in the rents reserved by this Lease; |
| 3.10.4 | the consideration of applications for consent under clause 3.12 of this Lease; |
| 3.10.5 | the consideration of applications for consent under clauses 3.21 or 3.22 of this Lease; |
and in default of payment all such sums shall be recoverable as rent in arrears.
| 3.11 | User |
| 3.11.1 | Not to use the Premises other than for the Permitted Use. |
| 3.11.2 | Not to use the Premises in any other manner or for any other purpose or for any immoral or unlawful purpose or for any sale by auction. |
| 3.11.3 | The Tenant acknowledges that nothing in this Lease constitutes a warranty that the above uses comply or will continue to comply with the Planning Acts and the |
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| Tenant shall not be entitled to any relief or compensation whatsoever from the Landlord in that respect. |
| 3.12 | Alterations |
| 3.12.1 | Not to carry out any alterations to the Premises externally or of a structural nature whatsoever. |
| 3.12.3 | When making alterations which are permitted by the Landlord or by the provisions of this clause 3.12 to use reasonable endeavours: |
| (a) | to do so in a good and workmanlike manner; |
| (b) | to treat and maintain all materials in accordance with their manufacturers’ instructions and recommendations; and |
| (c) | to avoid any adverse impact on the EPC rating. |
| 3.12.4 | Where the Tenant is making alterations which are permitted by the Landlord or by the provisions of this clause 3.12, which may have a material and adverse effect on: |
| (a) | the asset rating in any existing EPC; or |
| (b) | the rating of the Premises and/or the Building under any Environmental Rating System; or |
| (c) | the efficiency of the use of energy or water within the Premises or the Building; |
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to provide such information as the Landlord may reasonably require to enable the Landlord to ascertain the effects of such alterations and to have due regard to any reasonable policy from time to time adopted by the Landlord in relation to environmentally responsible property management and the Environmental Management Plan and or any suggestions the Landlord makes to minimise or, if possible, avoid any such material and adverse effect which the alterations may otherwise have.
| 3.13 | Signage |
No fascia, sign, name plate, bill, notice, placard, advertisement or similar device shall be affixed to or displayed in or on any part of the Premises so as to be visible from the exterior other than those indicating the name of any occupier for the time being and his business and which have (with their size and positioning) been previously approved by the Landlord in writing such approval not to be unreasonably withheld or delayed.
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| 3.14 | Aerials, etc |
No television or wireless or other form of mast or aerial nor any flagpole shall be affixed to any part of the exterior of the Premises other than those which have (with their positioning) been previously approved by the Landlord in writing such approval not to be unreasonably withheld or delayed.
| 3.15 | Common Parts |
Not to obstruct the Common Parts of the Building or use them in such a way as to cause nuisance or annoyance to any other person.
| 3.16 | Planning Acts |
| 3.17 | Statutory Notices |
To give the Landlord a copy of every notice of whatsoever nature affecting or likely to affect the Premises made given or issued by or on behalf of the local planning authority or any other authority, body or person having lawful jurisdiction within seven days of its receipt by the Tenant or any subtenant and to produce the original to the Landlord on written request and to take all reasonable and necessary steps to comply with every such notice And if so required in writing by or on behalf of the Landlord to make or join with the Landlord and any other persons for the time being interested in the Premises or any adjoining or neighbouring premises in making such objections or representations against or in respect of any such notice as the Landlord may reasonably require.
| 3.18 | Insurer’s requirements |
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| explosive or inflammable nature shall be kept, stored, placed, remain or used on the Premises in accordance with manufacturers’ guidelines and good industry practice) nor shall any other thing be done in or about the Premises which does or may invalidate or render void or voidable or cause any increased premium to be payable for any policy of insurance maintained by the Landlord in respect of the Premises or any adjoining or neighbouring premises. |
| 3.18.2 | To repay to the Landlord within 14 days of written demand an amount equal to any such increased premium as may become so payable as a result of the act or omission of the Tenant. |
| 3.18.4 | To insure the Premises against the Tenant’s occupiers’ and third party liability risks. |
| 3.19 | To Let board |
To permit the Landlord during the period of six months immediately preceding the end or sooner determination of the Term (and at any time during the Term in the event of any proposed disposal by the Landlord of its interest in the Premises) to affix and retain on any part of the Premises (but not so as materially to interfere with any trade or business carried on thereat or with reasonable access of light and air) notices and boards relating to any proposed disposal by the Landlord of its interest in the Premises or for reletting or otherwise dealing with the same and to permit all persons with written authority from the Landlord or the Landlord’s agents to inspect and view the Premises at reasonable times of the day by previous appointment.
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| 3.20 | Prohibited alienation |
The Tenant shall not assign, transfer, underlet, part with or share possession or occupation, mortgage or charge any part (as opposed to the whole) of the Premises nor (without prejudice to clauses 3.21 and 3.22) part with or share possession or occupation of the whole of the Premises (which is expressly prohibited) and the Tenant shall not permit or suffer any such dealing.
| 3.21 | Assignment |
| 3.21.1 | Not to assign the whole of this Lease except in accordance with this clause. |
| 3.21.2 | In addition to the conditions and requirements of clauses 3.21.3 to 3.21.6, not to assign this Lease: |
| (a) | without first complying with the provisions of schedule 7; and |
| (b) | if the proposed assignment is to take place before the Term Commencement Date, unless simultaneously with the 2022 Lease and to the same assignee. |
| 3.21.3 | Not to assign the whole of the Premises without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) provided that the Landlord shall be entitled: |
| (a) | to withhold its consent in any of the circumstances set out in subclause 3.21.5; |
| (b) | to impose all or any of the matters set out in subclause 3.21.6 as a condition of its consent. |
| 3.21.5 | The circumstances referred to in subclause 3.21.3(a) are as follows: |
| (b) | where in the reasonable opinion of the Landlord the assignee is not of sufficient financial standing to enable it to comply with the tenant’s covenants in the Lease; |
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| (c) | where the assignee enjoys diplomatic or state immunity; |
| (d) | where the assignee is not resident in a jurisdiction where reciprocal enforcement of judgments exists. |
| 3.21.6 | The conditions referred to in subclause 3.21.3(b) are as follows: |
| (a) | the execution and delivery to the Landlord prior to the assignment in question of a deed of guarantee (being an Authorised Guarantee Agreement); |
| (c) | the giving of any requisite consent of any superior landlord or mortgagee and the fulfilment of any lawful condition of such consent; |
| 3.22 | Subletting |
| (a) | contain covenants by the subtenant in the same form as those contained in clauses 3.20, 3.21 and 3.22; |
| (b) | be for a contractual term shorter than the Term; |
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| (c) | include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease. |
| 3.23 | Sharing Occupation |
Notwithstanding clause 3.20 where the Tenant is a company incorporated in England and Wales, the Tenant may share occupation of the Premises with any Group Company of the Tenant provided that no relationship of the Landlord and Tenant is created and the sharing occupation is to cease immediately that the Group Company ceases to be a Group Company of the Tenant.
| 3.24 | Registration of dealings |
Within 21 days of every assignment or transfer (whether by deed, will or otherwise) and every mortgage or charge and every permitted underletting of the Premises and upon every other disposition or transmission or devolution of the Premises (including all Orders of Court, Probates and Letters of Administration and group sharing) notice shall be given to the Landlord’s solicitors with the date and short particulars of the dealing and the names and addresses of every party and at the same time the deed, document or instrument creating or evidencing the dealing shall be produced to the Landlord’s solicitors for registration (with a certified copy for retention by the Landlord) and to pay the Landlord’s solicitors a registration fee of £50 plus VAT for each such registration.
| 3.25 | Enforcement of sublease |
| 3.25.2 | Not without the consent of the Landlord (such consent not to be unreasonably withheld) to accept a surrender of any sublease of the Premises. |
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| 3.25.4 | Not without the consent of the Landlord to accept any sum or payment in kind by way of commutation of the rent payable by any sublease of the Premises or the sub-let premises. |
| 3.25.5 | Not to accept the payment of rent from a sublessee of the Premises or the sub-let premises otherwise than by regular quarterly (or more frequent) payments in advance. |
| 3.25.6 | Duly and punctually to exercise all rights (if any) to revise the rent reserved by any sublease of the Premises or the sub-let premises. |
| 3.26 | Encroachments |
| 3.27 | Costs of applications |
To pay all proper costs and expenses (including surveyors’ fees and solicitors’ charges and all disbursements) incurred or payable by the Landlord in respect of every application to the Landlord for any consent or approval hereunder whether or not such consent or approval is granted or refused or the application for same is withdrawn unless such consent is unlawfully withheld.
| 3.28 | Observe Encumbrances |
To observe and perform the agreements, covenants and stipulations contained or referred to in the Encumbrances in so far as the same are still subsisting and capable of being
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enforced against the Premises or the owner, landlord, tenant or occupier of the Premises (other than any that are personal covenants of the Landlord) and to keep the Landlord throughout the Term fully indemnified against all actions, proceedings, costs, claims, demands, expenses and liability in any way relating such matters.
| 3.29 | Hazardous and damaging substances |
Not to allow any hazardous or damaging substance (including water) to escape from the Premises and to make good and pay compensation for any damage caused by any escape that occurs.
| 3.30 | Contamination |
To keep the Landlord indemnified in respect of any costs and liabilities arising as a result of or in connection with the presence in or under the Premises or any adjoining premises through any act or default of the Tenant or of any subtenant or licensee of the Tenant or of anyone acting under the direction or control of the Tenant of any Hazardous Substances or any controlled waste as defined in the Environmental Protection Act 1990 including any costs and liabilities relating to the cleaning or removal of any substance.
| 3.31 | EPB Regulations |
| 3.31.1 | To comply with the EPB Regulations in so far as they relate to the Premises. |
| (a) | any alteration or extension of the Premises by the Tenant; |
| (b) | any proposed sale transfer assignment subletting or change of occupation of the Premises by the Tenant (without prejudice to the restrictions imposed by this Lease on any such proposal); or |
| (c) | any other action or proposed action of the Tenant; |
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including the Landlord’s own internal management costs and including the provision of prior security for such costs in such sum as the Landlord shall reasonably require.
| 3.32 | Compliance with ▇▇▇▇▇▇▇▇’s Regulations |
To observe any reasonable regulations made by the Landlord and notified in writing to the Tenant having as their object the safety, promotion, maintenance, management and general amenity of the Building.
| 3.33 | Indemnity |
To indemnify the Landlord against all liability arising as a result of the breach, non-observance or non-performance by the Tenant of its covenants and the conditions in this lease and/or by any act, default or negligence of the Tenant or any person deriving title under the Tenant or their respective agents, employees or licensees provided that the Landlord shall take reasonable steps to mitigate its loss.
| 3.34 | Previous Leases |
| 3.34.3 | The Tenant’s obligations under clauses 3.3 and 3.7 should be interpreted with reference to the date of commencement of: |
| (a) | the 2019 Lease, in respect of those parts of the 8th Floor not previously demised by either the 2017 Lease or the 2015 Lease; |
| (b) | the 2017 Lease in respect of Rooms 8-10; and |
| (c) | the 2015 Lease, in respect of those parts of the 8th Floor demised thereby. |
| 3.34.4 | If the term of years of the 2022 Lease should be determined by the provisos for re- entry contained therein, this Lease shall become absolutely void. |
| 4. | LANDLORD’S COVENANTS |
The Landlord COVENANTS with the Tenant as follows:
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| 4.1 | Insure |
| 4.1.4 | To produce to the Tenant within a reasonable time following demand (but not more than once in every year) a copy of the Landlord’s insurance policy in respect of the Building. |
| 4.2 | Quiet enjoyment |
That the Tenant paying the Rent and all other moneys which may become payable hereunder by the Tenant and observing and performing the several covenants and agreements on the Tenant’s part and the conditions and stipulations contained in this Lease
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shall and may peaceably hold and enjoy the Premises during the Term in accordance with the provisions of this Lease without any lawful interruption by the Landlord or any person lawfully claiming under or in trust for the Landlord.
| 4.3 | Provide services |
Unless prevented by strikes, lockouts, unavailability of materials or labour or by any other matter outside the control of the Landlord, the Landlord shall use all reasonable endeavours to carry out the works and to provide the services referred to in schedule 4 hereto throughout the Term in a proper and efficient and economic manner in accordance with the principles of good estate management and without imposing any unfair or unreasonable burden on the Tenant and (where appropriate) using good and suitable materials.
| 5. | PROVISOS |
PROVIDED ALWAYS AND IT IS AGREED as follows:
| 5.1 | Interest on late payments |
and the Tenant accordingly COVENANTS with the Landlord that in every such case the Tenant will pay such interest thereon to the Landlord in addition to the Rent and other moneys (as well after as before any judgment) at the Prescribed Rate and in default of payment such interest shall be recoverable as rent in arrears.
| 5.2 | Re-entry |
Without prejudice to any other provisions contained in this Lease, if:
| 5.2.1 | the rents reserved by this Lease are unpaid for 21 days after it becomes due (whether formally demanded or not); |
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| 5.2.2 | the Tenant is in breach of any of its obligations in this Lease; |
| 5.2.5 | a receiver is appointed in respect of the Tenant or any assets of the Tenant; |
| 5.2.6 | (where the Tenant comprises or includes one or more individuals) a bankruptcy order is made against any such individual or a petition is presented for such bankruptcy order; |
| 5.2.8 | any of the above events occurs in relation to any Surety (excluding for this purpose any person whose liability at the time of such event derives from an Authorised Guarantee Agreement); or |
| 5.2.9 | any event analogous to any of the above events occurs in any jurisdiction other than England and Wales. |
then the Landlord may at any time re-enter the Premises or any part of the Premises in the name of the whole and immediately this Lease shall terminate absolutely but without prejudice to any rights of the Landlord in respect of any breach of any of the obligations on the Tenant’s part in this Lease.
| 5.3 | Rent cesser |
If the Premises or any material part shall at any time or times be destroyed or damaged by any of the Insured Risks so as to be unfit for occupation and use then and in every such case (unless as provided in clause 4.1.1) the Rent and the Service Charge or a fair and just proportion according to the nature and extent of the damage sustained (as agreed between the Landlord and the Tenant in writing within one month of such destruction or damage) shall for a period of three years (or for such other period as the Landlord shall have insured under clause 4.1.1) from the date of such damage or destruction or (if earlier) until the Premises have been rebuilt or reinstated and made fit for occupation and use be suspended and cease to be payable and failing such agreement or in case any dispute shall arise as to
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the amount of such suspension and/or such period the same shall be determined by an independent surveyor who shall:
| 5.3.1 | be a chartered surveyor with at least ten years’ experience in the assessment of rent for premises of a similar nature in the locality of the Premises; |
| 5.3.3 | act as an expert and not as an arbitrator; |
| 5.3.4 | on his appointment serve written notice on the Landlord and the Tenant; |
| 5.3.6 | serve notice of such determination on the Landlord and the Tenant as soon as he has made it; |
| 5.3.7 | be paid his proper fee and expenses in connection with such determination by the Landlord and the Tenant in equal shares or any such shares as he may determine; |
and any such determination shall be final and binding on the parties Provided that if and whenever any person so appointed shall die, be adjudged bankrupt or become of unsound mind or if both the Landlord and the Tenant shall serve upon such person written notice that in their opinion he has unreasonably delayed making such determination such person shall ipso facto be discharged and be entitled only to his reasonable expenses prior to such discharge and another such independent surveyor shall be appointed to act in his place.
| 5.4 | Frustration |
If the Premises or any material part is destroyed or damaged by any of the Insured Risks and (the Tenant having as soon as practicable notified the Landlord in writing of such damage or destruction) the Landlord has not completed reinstatement of the Premises (so that the Premises are fit again for occupation and use) within two years and nine months of the date of such damage or destruction then (unless as provided in clause 4.1.1) this Lease may be terminated by either party giving to the other not less than three months’ notice and upon the expiry of such notice the Term shall end but if by the expiry of such notice the Premises have been reinstated so as to be fit for occupation and use the notice will be void and this Lease will continue in full force and effect, and if this Lease is terminated pursuant to this clause the Landlord will be entitled to retain the whole of the insurance moneys for its absolute use and benefit.
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| 5.5 | Uninsured Damage |
| 5.6 | Statutory compensation |
The Tenant shall not be entitled on quitting the Premises to any compensation under section 37 of the Landlord and Tenant Act 1954 (as amended).
| 5.7 | Data Protection Act 1998 |
For the purposes of the Data Protection Act 1998 or otherwise the Tenant and the Surety (if any) acknowledge that information relating to this tenancy will be held on computer and other filing systems by the Landlord or the Landlord’s managing agent (if any) for the purposes of general administration and/or enforcement of this Lease and agree to such information being used for such purposes and being disclosed to third parties so far only as is necessary in connection with the management of the Landlord’s interest in, the insurance and/or maintenance of the Premises, checking the credit-worthiness of the Tenant and the Surety, or the disposal or sub-letting of the Premises or the Building of which the Premises form part, or is necessary to conform with recognised industry practice in the management and letting of property.
| 5.8 | Exclusion of liability |
The Landlord shall not be liable to observe or perform any obligation on its part contained in this Lease (and the Tenant releases the Landlord from all liability in respect of any
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breach or non-observance of any such obligation) after it has ceased to be entitled to the reversion immediately expectant upon the Term.
| 5.9 | Disclaimer of liability for use of Car Park |
The Landlord will not be liable for loss or damage to any vehicle or other property or damage or injury to any person or for the prevention of ingress to or egress from the Car Park caused by unauthorised use of the Car Park.
| 5.10 | Utilities and Lab Gases charges |
| 5.11 | The Landlord and the Tenant shall observe and perform their respective obligations in Schedule 6. |
| 6. | TENANT’S OPTION TO DETERMINE |
| 6.1 | The Tenant may end this Lease on the Break Date by giving at least six months’ written notice expiring on that day provided that at the time of expiry of such notice: |
| 6.1.1 | there are no arrears of any rents reserved by or any other sums payable under this Lease; and |
| 6.1.2 | the Tenant has vacated the Premises and there are no continuing sub-leases or other occupations of the Premises; and |
| 6.1.3 | the Tenant has paid to the Landlord in cleared funds the sum of £105,188.50 (exclusive of VAT). |
| 6.3 | The ending of this Lease shall not affect either party’s rights in respect of any earlier breach of any provision of this Lease. |
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| 7. | EXCLUSION OF SECTIONS 24-28 OF THE LANDLORD AND TENANT ACT 1954 |
| 7.1 | The Landlord and the Tenant confirm that: |
| 7.1.2 | ▇▇▇ ▇▇▇▇▇, who was duly authorised by the Tenant to do so, made a Declaration dated the 30th April 2025 paragraph 8 of Schedule 2 to the 2003 Order; and |
| 7.1.3 | this Lease has not been entered into following a prior agreement between the parties. |
| 7.2 | The Landlord and the Tenant agree and declare that the provisions of sections 24 to 28 of the Landlord and Tenant Act 1954 do not apply to the tenancy created by this Lease. |
| 8. | NOTICES |
This Lease shall incorporate the provisions as to notices contained in section 196 Law of Property Act 1925 as amended by the Recorded Delivery Service Act 1962 and every notice required to be given hereunder shall be in writing.
| 9. | VAT |
| 10. | LANDLORD AND TENANT (COVENANTS) ACT 1995 |
This Lease is a new tenancy within the meaning of section 1 Landlord and Tenant (Covenants) Act 1995.
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| 11. | DELIVERY AS A DEED |
This document shall be treated as having been executed as a deed only upon being dated.
| 12. | RIGHTS OF THIRD PARTIES |
No person other than a contracting party may enforce any provision of this Lease by virtue of the Contracts (Rights of Third Parties) Act 1999.
| 13. | ADDITIONAL CHARGES |
| 13.1 | The Additional Charges shall be calculated on a “pay per use” basis and supplied at cost (i.e. without any mark-up). |
| 13.2 | The Additional Charges shall be invoiced on a monthly basis, in arrears and shall be paid within 14 days of demand. |
| 13.3 | If the Landlord retains a third party to provide all or part of the Additional Services, the Additional Charges shall be a fair proportion of the cost of providing the Additional Services. |
| 13.4 | The Landlord may provide to the Tenant any or all of the Additional Services by prior written agreement. |
| 13.5 | The Landlord reserves the right not to supply the Additional Services where in its reasonable opinion: |
| 13.5.1 | the Additional Charges cannot be agreed; |
| 13.5.3 | the provision of the Additional Services would place an unreasonable burden on the Landlord. |
| 14. | JURISDICTION |
This Lease shall be governed by and interpreted in accordance with English Law and the parties irrevocable submit to the exclusive jurisdiction of the English Courts.
EXECUTION
The parties have shown their acceptance of the terms of this Deed by executing it after the schedules.
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3. | The right to use the toilets, kitchens and refuse areas in the Common Parts. |
5. | The right of escape through the Common Parts in case of fire or other emergency or practice in respect of them. |
6. | A right of support and protection for the Premises from the remainder of the Building. |
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4. | The right to erect scaffolding on or adjacent to the Premises or the Building provided that it does not materially restrict the access to or use of the Premises. |
6. | The right of escape through the Premises in case of fire or other emergency or practices in respect of them. |
7. | The right to enter on the Premises for the purposes mentioned in this Lease. |
8. |
8.1 | change the extent, layout or design of the whole or any part of the Common Parts; |
8.2 | change the route of or substitute any Conducting Media forming part of the Common Parts; |
8.3 | place temporary or permanent structures and other items on the Common Parts; |
8.4 |
as the Landlord may require at any time including making and/or carrying out changes, work, alterations, variations and substitutions of a material nature
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Provided That use of the Premises is not prevented and the same shall not materially restrict access to the Premises.
9. | The right to add to or reduce the extent of the Building as the Landlord requires at any time provided that the use of the Premises by the Tenant is not materially and adversely affected. |
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All matters save for mortgages or financial charges referred to in the Property and Charges Registers of title numbers GM823547 and ▇▇▇▇▇▇▇▇▇.
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| 1. | In this Lease and in this Schedule the following expressions have the following meanings: |
“Financial Year” means a period of twelve months ending on a date to be specified by the Landlord;
“Service Costs” means the total sum computed in accordance with paragraph 3;
“Service Charge Proportion” means a fair and reasonable proportion as assessed by the Expert from time to time attributable to the Premises;
“Service Charge” means the Service Charge Proportion of the Service Costs;
“Services” means the items specified in paragraph 4 below;
“Expert” means either the firm of estate surveyors or managers appointed by the Landlord for or in connection with the management of the Estate and the calculation of the Service Charge or a professionally qualified surveyor or accountant similarly appointed (who may be a person employed by the Landlord or an associated company of the Landlord).
| 2. | The Service Costs in respect of any Financial Year shall be calculated as soon as practical after the beginning of the Financial Year in question. |
| 3. | The Service Costs are the aggregate of: |
| 3.1 | The expenditure estimated by the Expert as likely to be incurred by the Landlord in the Financial Year in question in connection with the Services; and |
| 4. | The Services are: |
| 4.1 | Providing, inspecting, maintaining, repairing, operating, amending, (when beyond economic repair) renewing and reinstating the Common Parts, including: |
| (a) | the Structure; |
| (b) | lifts and lift machinery; |
| (c) | air conditioning, air handling, heating, cooling and ventilation plant, machinery and systems (including air conditioning, air handling, heating, cooling and ventilation plant, machinery and systems to the laboratories and offices comprised within the Premises); |
| (d) | window cleaning plant and machinery; |
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| (e) | mechanical, electrical, lighting, security, emergency, fire detection, fire prevention, firefighting, alarm, sprinkler, control and monitoring systems and equipment and any other systems, equipment or plant of any type; |
| (f) | facilities or arrangements for visitor reception at the principal entrance to the Building; |
| (g) | notice boards, signage and marking out (whether to areas used by vehicles or otherwise) of any type; |
| (h) | escape routes; and |
| (i) | floor and wall coverings |
that are at any time deemed necessary by the Landlord;
| 4.2 | inspecting, maintaining, repairing, operating, amending, the infrastructure within the Building for the supply of the Utilities and lab gases; |
| 4.3 | keeping the Common Parts adequately heated, lit, decorated and cleaned; |
| 4.4 | providing any other services which the Landlord reasonably considers necessary or appropriate at any time in the interests of good estate management; |
| 4.5 | contributing towards the cost of making, repairing, maintaining, amending, altering, renewing, rebuilding or cleaning anything used in common with any neighbouring or adjoining property; |
| 4.9 | the removal of routine domestic and office refuse and the provision and maintenance of refuse disposal equipment for such disposal from the Common Parts; |
| 4.10 | the making and promulgation of regulations for, or in connection with, the proper use of the Common Parts or the Building and the enforcement of them; |
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| 4.12 | maintaining airflow to the fume cupboards and replacing filters when reasonably necessary; |
| 4.13 | the provision of lab gases to the Premises; and |
| 4.14 | carrying out all necessary tests in relation to the water supply to the Premises and the fixed wiring within the Premises. |
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1.Provision of broadband facilities;
2.Ordering and administering move/installation of telephones;
4.Changing phone numbers to support office relocations within the Building;
5.Creating voice mail accounts (maximum of one per active telephone line);
7.Contacting vendor when hardware maintenance is required;
8.Connectivity and usage charges;
12.Sample despatch (save that the Landlord reserves the right not to package and despatch samples which it reasonably believes contravene any applicable law or which are not related to the business carried out by the Tenant at the Premises);
▇▇.▇▇▇▇▇▇▇▇▇ and equipment moves;
14.External archiving and storage;
15.Provision of conference facilities and use of meeting rooms;
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SCHEDULE 6
UTILITY AND LAB GASES CHARGE
| 1. | In this Schedule, the following meanings shall apply: |
| 1.1 | “Estimated Utilities Charge” means the Landlord’s proper estimate of the Utilities Charge for the forthcoming Utilities Charge Period; |
| 1.3 | “Utilities” means electricity, gas and water (but excluding Lab Gases); |
| 1.6 | “End Date” means the date on which the Term expires or (if earlier) on which the Term is determined; |
| 1.7 | “Final Utilities Charge Period” means the Utilities Charge Period which ends on the End Date; |
| 1.8 | “First Utilities Charge Period” means the Utilities Charge Period which begins when the Term commences; |
| 1.9 | “Lettable Areas” means the accommodation in the Building let or designed and intended or available for letting to one or more tenants; |
| 1.10 | “Meters” means the measuring equipment (if any) installed in the Building for the purposes of measuring the supply of Utilities to the Premises; |
| 1.11.1 | offices (including without limitation all office space) is attributed an area equal to 100% of the area calculated as above; |
| 1.11.2 | server rooms is attributed an area equal to 1050% of its area calculated as above; and |
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| 1.11.3 | storage space is attributed an area equal to 50% of the area calculated above; |
| 1.12 | “Weighted Proportion” means a proportion to be determined by the Landlord’s |
Surveyor (acting reasonably and properly) and in respect of which:
| 5.1 | the Estimated Utilities Charge received from the Tenant; |
| 5.2 | the Utilities Charge; and |
| 5.3 | the difference (if any) between the sums referred to in paragraphs 5.1 and 5.2. |
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| relevant Utilities Charge Period) will become due and shall be paid by the Tenant (within 14 days of delivery of the statement referred to in paragraph 5) or credited to the Tenant for the succeeding Utilities Charge Period (or paid to the Tenant in the case of the Final Utilities Charge Period) as the case may require. |
| 7. | The Tenant shall be liable only for the Utilities Charge up to and including the End Date but the provisions of this schedule shall otherwise continue to apply after the End Date. |
| 9. | The Lab Gases Charge shall be payable in arrears by the Tenant within 14 days of written demand by the Landlord. |
| 10. | |
| 10.2.1 | both parties must endeavour to resolve the relevant issue; but if they cannot do so; |
11
| Barclays Bank PLC or, in the event of such rate ceasing to be published, at such equivalent rate as the Landlord shall notify to the Tenant) or allowed as appropriate; |
but if not the Tenant’s right of challenge to that statement shall lapse.
| 11.1 | not be required to make any apportionment relative to the assignment; and |
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SCHEDULE 7
TENANT’S OFFER TO SURRENDER THE LEASE
| 1. | In this schedule, the following expressions shall have the following meanings: |
“Landlord’s Acceptance Notice” means a written notice from the Landlord accepting the Tenant’s offer to surrender this Lease (or as the case may be to assign this Lease to a nominee of the Landlord) on the terms set out in the Tenant’s Offer Notice;
“Offer Price” shall mean the price which the Tenant has agreed with the prospective assignee for the assignment of this Lease (if any);
“Tenant’s Offer Notice” means a written notice in which the Tenant:
| (a) | notifies the Landlord of its desire to assign this Lease; |
| (b) | specifies the terms on which it desires to assign this Lease, including whether the Lease is to be assigned subject to any subsisting third party occupational interests; |
| (c) | offers to surrender this Lease to the Landlord (or assign this Lease to a nominee of the Landlord) at the Offer Price; and |
| (d) | refers to and incorporates the terms of this schedule. |
| 2. | Prior to any assignment of this Lease, the Tenant shall serve on the Landlord a Tenant’s Offer Notice signed by the Tenant. |
| 3. | During the period of 21 working days following service on the Landlord of the original or a certified copy of the Tenant’s Offer Notice, the Landlord may serve on the Tenant a Landlord’s Acceptance Notice. |
| 4. | On the service of the Landlord’s Acceptance Notice there shall come into force a binding contract between the Landlord and the Tenant for the surrender of this Lease by the Tenant to the Landlord or (at the Landlord’s option) an assignment of this Lease to a nominee of the Landlord in each case at the Offer Price and otherwise incorporating the following terms: |
| 4.1 | there shall be no deposit payable; |
| 4.2 | the completion date shall be the twentieth working day following the date of service on the Tenant of the Landlord’s Acceptance Notice; |
| 4.3 | where the Lease is to be assigned without subsisting third party occupational interests, the surrender (or as the case may be the assignment) shall be with full vacant possession of the Premises on completion; |
| 4.4 | the Tenant shall surrender (or as the case may be assign) this Lease with full title guarantee; |
| 4.5 | the surrender (or as the case may be the assignment) shall be effected by deed and the Tenant shall deliver it to the Landlord on completion of the surrender of |
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| this Lease (or shall deliver it to the Landlord’s nominee on completion of the assignment of this Lease (as the case may be)) together with this Lease all documents supplemental to this Lease and all keys to the Premises; |
| 4.6 | the surrender (or as the case may be the assignment) shall be without prejudice to the Landlord’s rights and remedies in respect of any arrears of Rent and Service Charge under this Lease prior to the date of completion of the surrender (or as the case may be the assignment); |
| 4.7 | save as herein varied the Standard Commercial Property Conditions of Sale (Second Edition) shall apply; and |
| 4.8 | without prejudice to paragraph 3.6, the surrender (or as the case may be the assignment) shall include a full release by the Landlord for the Tenant in relation to liabilities arising under this Lease after the date of the surrender (or as the case may be the assignment) and a payment to the Tenant of all sums paid in advance in respect of a period after the date of completion of the surrender (or as the case may be) the assignment within seven days of completion. |
| 5. | If: |
| 5.1 | the Landlord gives the Tenant written notice that it does not wish to accept the surrender (or assignment) of the Lease; or |
| 5.2 | the Landlord fails to serve a Landlord’s Acceptance Notice within the time period specified in paragraph 3; or |
| 5.3 | the Landlord serves a Landlord’s Acceptance Notice but the surrender does not complete within the time period specified in paragraph 3.2, |
| 5.4 | the Tenant may (provided it complies with the requirements of clause 3.21), at any time during the period of six months immediately following the expiry of the time period specified in this schedule, assign this Lease on terms materially the same as those specified in the Tenant’s Offer Notice only. |
| 6. | When applying for consent pursuant to clause 3.21.3, the Tenant shall confirm to the Landlord the amount of the agreed premium to be paid by the third party for the proposed assignment of this Lease. |
| 7. | Time shall be of the essence in respect of the matters dealt with in this schedule. |
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SCHEDULE 8
COVENANTS BY THE SURETY
| 1. | The Surety (if any) in consideration of the grant of this Lease (or the agreement to the assignment of this Lease as appropriate) COVENANTS AND GUARANTEES with and to the Landlord that: |
| 1.1 | The Tenant shall punctually pay the rents and perform and observe the covenants and other terms of this Lease; |
| 1.2.1 | any time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing the payment of the rents or the observance or performance of the covenants or other terms of this Lease; |
| 1.2.2 | that the terms of this Lease may have been varied by agreement between the parties; |
| 1.2.3 | any other act or thing (apart from an express release by deed) by which but for this provision the Surety would have been released. |
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| the difference between any money received by the Landlord for the use or occupation of the Premises less any expenditure incurred by the Landlord in connection with the Premises and the rents which would have been payable under the Lease but for such disclaimer or forfeiture in both cases for the period commencing with the date of such disclaimer or forfeiture and ending on whichever is the earlier of the following dates: |
| 4.1 | the date six months after such disclaimer or forfeiture; and |
| 4.2 | the date (if any) upon which the Premises are relet; and |
| 4.3 | the expiration of the Term. |
| 5. | The Surety FURTHER COVENANTS and guarantees the obligations of the Tenant under any Authorised Guarantee Agreement entered into by the Tenant pursuant to the terms of this Lease. |
| 7. | For the purposes of these provisions references to the Tenant are to the Tenant in relation to whom the Surety’s covenant is given but not any lawful assignee of such Tenant. |
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SCHEDULE 9
AUTHORISED GUARANTEE AGREEMENT
| 1. | The Tenant in consideration of the agreement to the assignment of the Lease COVENANTS AND GUARANTEES with and to the Landlord that: |
| 1.1 | The Assignee shall punctually pay the rents and perform and observe the covenants and other terms of the Lease; |
| 1.2.2 | that the terms of the Lease may have been varied by agreement between the parties (but subject always to section 18 Landlord and Tenant (Covenants) Act 1995); |
| 1.2.3 | any other act or thing (apart from an express release by deed) by which but for this provision the Tenant would have been released. |
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| 3.1 | the date six months after such disclaimer; |
| 3.2 | the end or sooner determination of the Term. |
| 4. | Notwithstanding any of the above provisions the Tenant: |
| 4.1 | shall not be required to guarantee in any way the liability for the covenants and other terms of the Lease of any person other than the Assignee; and |
| 6. | No person other than a contracting party may enforce any provision of this Deed by virtue of the Contracts (Rights of Third Parties) Act 1999. |
| 7. | Words and expressions used in this Deed shall have the same meaning as in the Lease. |
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ANNEXURE
Plans
EXECUTION
EXECUTED as a deed by
AG HEXAGON B.V.
being a company incorporated in the Netherlands, acting by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
who, in accordance with the laws of that territory, are acting under the authority of the Company:
) AG Hexagon B.V.
)Signature in the name of the company
).
)/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
)Signature of Authorised Signatory
)
)/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
Signature of Authorised Signatory
EXECUTED as a deed by
_____________
SMARTKEM LIMITED)/s/ ▇▇▇ ▇▇▇▇▇
acting by)Director
▇▇▇ ▇▇▇▇▇ ,)
Director,)
_________________
in the presence of a witness:)/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Witness
▇▇▇▇▇▇ ▇▇▇▇▇▇
Name of Witness
▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Address
Surveyor
Occupation
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