Exhibit 4.31
HEWITSONS
---------
SOLICITORS
DATED 6TH APRIL 2004
XENOVA RESEARCH LIMITED (1)
GENZYME LIMITED (2)
AGREEMENT FOR LEASE
RELATING TO
Building ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
[annexure 1 - 1st Lease]
[annexure 2 - 2nd Lease]
[annexure 3 - 3rd Lease]
[annexure 4 - 4th Lease]
[annexure 5 - Option Agreement]
[annexure 6 - Pre-emption Agreement]
[annexure 7 - Schedule of condition]
2
THIS AGREEMENT is made the 6th day of April 2004
BETWEEN:
(1) XENOVA RESEARCH LIMITED (Company, number 2270217) whose registered office
is at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("THE LANDLORD")
(2) GENZYME LIMITED (company registration number 1556886) whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("THE TENANT" which
expression shall include its successors in title)
1. DEFINITIONS
In this Agreement, unless the context otherwise requires the following
expressions shall have the following meaning:
"BUILDING" means Building ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ as more particularly
described in the Headlease
"CONTRACT RATE" means four percent per annum above the base rate of
Barclays Bank Plc from time to time less any proper charges for handling
the money
"COURT APPLICATION" means a joint application to the Cambridge County Court
for a Court Order
"COURT ORDER" means a Court Order made pursuant to Section 38(4) of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ authorising an agreement between the Landlord
and the Tenant that the provisions of section 24-28 of the Act should be
excluded in relation to the tenancy created by each of the Leases and
"COURT ORDERS" shall be construed accordingly
"FIRST COMPLETION DATE" means the later of:
(i) 6th April 2004 and
(ii) 3 working days after the Court Order is made and
(iii) 3 working days after the grant of the Licence to Sublet
"FIRST LEASE" means the lease of the First Property in the form annexed
hereto as Annexure 1
"FIRST PROPERTY" means that part of the Building more particularly
described in the First Lease
"FOURTH COMPLETION DATE" means the later of:
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(i) the earlier of the following dates:-
(a) 25 March 2007 and
(b) the date specified by the Tenant as the date for completion of
the Fourth Lease by serving not less than 3 months' prior
written notice on the Landlord to that effect such notice to
expire at any time after completion of the Third Lease Subject To
the Landlord being able to provide vacant possession of the
Fourth Property on that date in default of which the date
specified in the Tenant's notice will be deemed to be the date
referred to in (a) above
(ii) three working days after the Court Order is made
(iii) three working days after the grant of the Licence to Sublet
"FOURTH LEASE" means the Lease of the Fourth Property in the form annexed
hereto as annexure 4
"FOURTH PROPERTY" means that part of the Building more particularly
described in the Fourth Lease
"HEADLEASE" means the Superior Lease under which the Landlord hold the
Building made on the 5th day of March 1999 between (1) The Master Fellows
and Scholars of Trinity College Cambridge (2) Cantab Pharmaceuticals
Research Limited and (3) Cantab Pharmaceuticals Plc as varied by a Deed of
Variation dated 5 March 1999 made between the same parties and as rectified
by a Deed of Rectification dated 23 May 2000 made between the same parties
"INSURED RISKS" has the meaning ascribed to it in the Headlease
"LANDLORD'S SOLICITORS" means Hewitsons of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Ref: JS) Fax No ▇▇▇▇▇ ▇▇▇▇▇▇
"LEASES" means the First Lease and the Second Lease and the Third Lease and
the Fourth Lease
"LICENCE TO SUBLET" means the written licence of the Superior Landlord to
the grant of all of the Leases
"OPTION" means the Option Agreement in the form annexed hereto as annexure
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"PLANNING ACTS" means ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, The Planning
(Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇, The Planning (Hazardous
Substances) ▇▇▇ ▇▇▇▇, The Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇, The
Planning and Compensation Act 1991 and includes any other applicable town
and country planning legislation
"PRE-EMPTION" means the Pre-emption Agreement in the form annexed hereto as
annexure 6
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"PROPERTY" means the First Property and the' Second Property and the Third
Property and the Fourth Property
"RESTRICTIONS" means all matters capable of registration as local land
charges (whether or not registered prior to the date of this Agreement by
any local or other authority and whether existing at the date of this
Agreement or arising after that date) and all notices charges regulations
orders resolutions demands proposals requirements restrictions agreements
directions or other matters affecting the Property or its use (whether
existing before or after the date of this Agreement) and all orders demands
proposals directions notices conditions restrictions or agreements arising
under the Planning Acts
"SECOND COMPLETION DATE" means the later of:
(i) the earlier of:
(a) 25 March 2005 and
(b) the date specified by the Tenant as the date for completion of
the Second Lease by serving not less than 3 months prior written
notice on the Landlord to that effect such notice to expire at
any time after the completion of the First Lease Subject To the
Landlord being able to provide vacant possession of the Second
Property on that date in default of which the date specified in
the Tenant's notice will be deemed to be the date referred to in
(a) above
(ii) 3 working days after the grant of the Licence to Sublet and
(iii) 3 working days after the Court Order is made
"SECOND LEASE" means the lease of the Second Property in the form annexed
hereto as Annexure 2
"SECOND PROPERTY" means that part of the Building more particularly
described in the Second Lease
"STANDARD CONDITIONS" means the Standard Commercial Property Conditions
(First Edition) printed by Oyez on Form SCPC1 and "STANDARD CONDITION"
shall be construed accordingly
"SUPERIOR LANDLORD" means the Masters Fellows and Scholars of Trinity
College Cambridge (or their successors in title as freeholder of the
Building)
"THIRD COMPLETION DATE" means the later of:
(i) the earlier of:
(a) 25 March 2006 and
(b) the date specified by the Tenant as the date for completion of
the Third Lease by serving not less than 3 months prior written
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notice to the Landlord to that effect such notice to expire at
any time after completion of the Second Lease Subject To the
Landlord being able to provide vacant possession of the Third
Property on that date in default of which the date specified in
the Tenant's notice will be deemed to be the date referred to in
(a) above
(ii) 3 working days after the grant of the Licence to Sublet and
(iii) 3 working days after the Court Order is made
"THIRD LEASE" means the Lease of the Third Property in the form annexed .
hereto as Annexure 3
"THIRD PROPERTY" means that part of the Building more particularly
described in the Third Lease
"VAT" means value added tax at the rate in force when the relevant supply
is made, and includes any similar tax from time to time replacing it or of
similar fiscal nature
2. INTERPRETATION
In this Agreement, unless the context otherwise requires:
2.1 words importing any gender include every gender
2.2 words importing the singular include the plural and vice versa
2.3 words importing persons include firms, companies and corporations and vice
versa
2.4 any obligation undertaken by two or more persons jointly shall be deemed to
be undertaken jointly and severally
2.5 headings in this Agreement shall not affect its interpretation
2.6 any reference to a statute shall include any amendment or re-enactment of
such statute for the time being in force and all orders notices regulations
bye-laws directions instruments codes of practice consents and permissions
made or issued under it
2.7 any reference to the doing or permitting of any act or thing by any party
to this Agreement includes the doing or permitting of that act or thing
whether directly or indirectly by any agent servant ▇▇▇▇▇▇▇ contractor or
employee engaged by any of them
2.8 any covenant not to do any act or thing shall include an obligation not to
suffer or permit such act or thing to be done
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3. AGREEMENT FOR LEASE
In consideration of the Tenant's obligations under this Agreement the
Landlord shall grant the Leases to the Tenant and the Tenant will accept
the Leases from the Landlord on the terms of this Agreement
4. COURT ORDER
4.1 The grant of the Leases is conditional upon a Court Order being obtained
for each of the Leases
4.2 Within 3 working days after the date of this agreement, the Landlord and
the Tenant will submit the necessary Court Applications and use all
reasonable endeavours to obtain the Court Orders
4.3 If the Court Orders have not been obtained by 6th October 2004 either
the Landlord or the Tenant may at any time after that date, but before the
Court Orders are made, give notice to the other terminating this agreement
(unless the failure is due to an act or default of the party seeking to
determine this Agreement in which case that party may not determine this
Agreement until 1 month after the act or default is remedied). Termination
will be without prejudice to the Tenant's obligations in clause 4.4 and the
rights of each party in respect of any earlier breach of this agreement.
4.4 If the agreement is terminated pursuant to clause 4.3, the Tenant will
immediately cancel all entries relating to this agreement registered
against the Landlord's title
5. SUPERIOR LANDLORDS'CONSENT
5.1 The Tenant shall use all reasonable endeavours to assist the Landlord in
obtaining the Licence to Sublet and in particular will supply promptly all
information and references as may be reasonably required by the Superior
Landlord (if not supplied already) and shall answer promptly all queries
raised by the Superior Landlord or his solicitors or agents and shall
promptly return all licences or other documents sent to the Tenant or the
Tenant's solicitors for approval or execution in connection with the same
5.2 The Landlord shall pay its own costs and the reasonable and proper legal
and surveyors' costs of the Superior Landlord in connection with the
Licence to Sublet
5.3 Subject to the Tenant complying with its obligations contained in
sub-clause 5.1 hereof the Landlord shall use all reasonable endeavours to
obtain the Licence to Sublet but shall not be obliged to make any financial
payment to the Superior Landlord or be obliged to commence any proceedings
for a declaration that the Licence to Sublet is being unreasonably withheld
or delayed save for the payments referred to in clause 5.2
5.4 If the Licence to Sublet has not been obtained by 6th October 2004 the
Landlord or the Tenant may at any time after that date, but before the
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Licence to Sublet has been granted, give notice to the other terminating
this Agreement (unless the failure is due to an act or default of the party
seeking to determine this Agreement in which case that party may not
determine this Agreement until 1 month after the act or default is
remedied). Termination will be without prejudice to the Tenant's
obligations in clause 5.5 and the rights of each party in respect of any
earlier breach of this agreement
5.5 If this Agreement is terminated pursuant to clause 5.4 the Tenant will,
immediately cancel all entries relating to this Agreement registered
against the Landlord's title
6. COMPLETION
6.1 The Landlord and the Tenant agree that completion of each of the Leases
shall take place at the office of the Landlord's solicitors or at such
other place as they may reasonably require
6.2 Completion of the First Lease will take place on the First Completion Date
6.3 Completion of the Second Lease will take place on the Second Completion
Date
6.4 Completion of the Third Lease will take place on the Third Completion Date
6.5 Completion of the Fourth Lease will take place on the Fourth Completion
Date
6.6 On completion of each of the Leases the Tenant will pay to the Landlord the
rent due for the period from the date of completion of the relevant Lease
to the day before the next payment date (as provided for in the Leases)
6.7 If completion of any of the Leases is delayed due to the Tenant's default
or the Tenant fails to pay any sum due under this Agreement in full on the
relevant completion date the Tenant will pay interest in addition to
damages for losses incurred by the Landlord as a result of the delayed
completion. The interest will be payable at the Contract Rate on any unpaid
amount for the period from the relevant Completion Date to the date of
actual payment
6.8 On the First Completion Date the Landlord will grant the Option and the Pre
emption to the Tenant
7. DEDUCTION OF TITLE AND CONDITION
7.1 The Landlord having deduced title to the Property to the Tenant (as the
Tenant accepts) and in particular having produced to the Tenant or its
solicitors copies of the documents referred to in clause 8.1.1 hereof no
objection or requisition shall be made by or on behalf of the Tenant to any
matter concerning or arising out of the title to the Property or any
matters contained or referred to in such documents
7.2 The Tenant has entered into this Agreement with notice of the actual state
and condition of the First Property and shall take the First Property as it
is
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7.3 Subject to damage caused by any of the Insured Risks on the Second
Completion Date the Second Property shall be in no worse state of repair
condition and decoration than at the date hereof as evidenced by the
Schedule of Condition annexed hereto (so far as it relates to the Second
Property)
7.4 Subject to damage caused by any of the Insured Risks on the Third
Completion Date the Third Property shall be in no worse state of repair
condition and decoration than at the date hereof as evidenced by the
Schedule of Condition annexed hereto (so far as it relates to the Third
Property)
7.5 Subject to damage caused by any of the Insured Risks on the Fourth
Completion Date the Fourth Property shall be in no worse state of repair
condition and decoration than at the date hereof as evidenced by the
Schedule of Condition annexed hereto (so far as it relates to the Fourth
Property)
7.6 No representation or warranty is given by the Landlord that the Property
may lawfully be used for the use permitted by the Leases and the Tenant
confirms that it has made all necessary enquiries to satisfy itself on
this point
8. MATTERS AFFECTING
8.1 The Property is let subject to the following so far as the same are still
subsisting and affect the property and are capable of being enforced:
8.1.1 the entries in the Property and Charges Register of title number
CB221721 and any matter contained or referred to in the Headlease
8.1.2 the Restrictions
8.1.3 (in the case of registered land) all those matters listed in Schedule
3 (including those inserted by Schedule 12) of the Land Registration
Act 2002 and (in the case of unregistered land ) all those matters
listed in Schedule 1 of that Act
8.1.4 all rights liabilities easements quasi-easements rights of way and
water rights of common and other rights wayleaves and public rights
or other encumbrances of whatsoever nature to which the Property may
be subject whether existing at the date of this Agreement or arising
after that date
8.1.5 so far as the First Property is concerned the First Lease
8.1.6 so far as the Second Property is concerned the Second Lease
8.1.7 so far as the Third Property is concerned the Third Lease
8.1.8 so far as the Fourth Property is concerned the Fourth Lease
8.1.9 any matters, which the Landlord does not know and can not reasonably
know about
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8.2 The Tenant shall not be entitled to require any information not in the
possession of or reasonably available to the Landlord as to any such
matters subject to or with the benefit of which the Property is let
8.3 The Landlord shall not without the Tenant's consent (such consent not the
be unreasonably withheld or delayed) after the date hereof create or
knowingly permit (where the Landlord is able to prevent such matters) any
new matters of the type referred to in clauses 8.1.2 to 8.1.4 inclusive to
the extent that they would materially effect the Tenant's use and
occupation of the Premises during the relevant terms of the Leases other
than (i) those created or permitted pursuant to the Headlease or any
Enactment (as defined in the Headlease) or (ii) those created or
knowingly permitted by the Tenant
9. RESTRICTIONS
9.1 No representation is made or warranty given by the Landlord as to whether
or not any restriction exists or as to the permitted use of the Property
for planning purposes
9.2 The Tenant acknowledges that its obligations under this Agreement shall not
be affected or lessened in any way by the fact that there may now or
subsequently exist any Restrictions or any non-compliance with any
Restrictions save in respect of any negligent or fraudulent
misrepresentation by the Landlord
10. WHOLE AGREEMENT
The parties acknowledge that this Agreement contains all the terms of the
contract between them and that there are no other agreements,
understandings, promises, conditions, oral or written, express or implied
concerning the Property which are not merged into this Agreement and
superseded by it
11. REPRESENTATIONS EXCLUDED
The Tenant acknowledges that this Agreement has not been entered into in
reliance (wholly or partly) upon any statement or representation made by or
on behalf of the Landlord save in so far as any such statement or
representation is expressly set out in this Agreement or has been made in
writing by the Landlord's solicitors to the Tenant's solicitors and in that
event the making of any such statement or representation shall not obviate
the need for the Tenant to make appropriate searches enquiries and to
inspect the Property and to arrange for a survey of the Property to be
carried out in contemplation of the Tenant's anticipated use and/or
enjoyment
12. INCORPORATION OF THE STANDARD COMMERCIAL CONDITIONS OF SALE
12.1 So far as they are not varied by or inconsistent with the terms set out in
this Agreement this sale is subject to the Standard Conditions
12.2 Standard Condition 1.1.1(d) shall be excluded
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12.3 Standard Condition 1.1.2 shall be amended so as to read "when used in these
Conditions the terms "absolute title" and "official copies" have the
special meaning given to them by the Land ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇"
12.4 Standard Conditions 1.5, 2.2, 2.3, 3.4, 4.1, 4.2.1, 4.3.2, 5.2.5, and 8 are
excluded from this Agreement
13. PLANNING APPLICATIONS
13.1 The Tenant shall not before the Fourth Completion Date make any application
for any planning permission or determination under the Planning Acts in
respect of the Property without the consent of the Landlord (such consent
not to be unreasonably withheld or delayed) and the Superior Landlord
14. VAT
All sums due or payable by the Tenant to the Landlord under this Agreement
are exclusive of any VAT. The Tenant will indemnify the Landlord against
all liability to VAT in respect of such sums except to the extent that the
Landlord is able to recover the VAT
15. NOTICES
Any notices served in respect of this Agreement shall be in writing and
shall be properly served if sent to the address shown in this Agreement and
delivered personally or sent by recorded delivery post or special delivery
post with a duplicate copy of the notice being sent to the intended
recipient's solicitors
16. NON-MERGER
The provisions of this Agreement shall not merge with the Lease but shall
continue in full force and effect to the extent that anything remains to be
observed or performed hereunder
17. RIGHTS OF THIRD PARTIES
Save as expressly provided, none of the provisions of this Agreement are
intended to or will operate to confer any benefit pursuant to the Contracts
(Rights of Third Parties) ▇▇▇ ▇▇▇▇ on a person who is not named as a party
to this Agreement
18. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable
then such provision shall (so far as invalid or unenforceable) be given no
effect and shall be deemed not to be included in this Agreement but without
invalidating any of the remaining provisions of this Agreement
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19. ALIENATION
19.1 The Tenant is not entitled to require the Landlord to grant the Leases to
any person other than the Tenant
19.2 The Tenant shall not assign sublet charge or otherwise share or part with
the benefit of this Agreement whether in relation to the whole or any part
of the Property save that from the date of completion of the First Lease
the Tenant may with the consent of the Landlord and the Superior Landlord
assign the whole of this Agreement to the same assignee of such Leases as
may have been granted at that date provided further that the assignment is
simultaneous with the assignment of such Leases and provided further that
the Tenant complies with the assignment provisions in the Lease to the
intent that all Leases that may have been granted together with the benefit
of this Agreement shall at all times be vested in the same person.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with English
law and the parties hereto give the courts of England exclusive
jurisdiction to settle any dispute or claim arising in connection with this
Agreement
Executed as a deed by GENZYME LIMITED )
acting by:- )
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Director
/s/ ▇▇▇▇▇ ▇▇▇▇▇
___________________
▇▇▇▇▇ ▇▇▇▇▇
Director/Secretary
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Hewitsons
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▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Tel: (01223)461155
24 February 2004