exv4w66



 






    Exhibit 4.66



 


 




    DATED 4
    JULY 2006

    (1) MAGDALEN DEVELOPMENT COMPANY LIMITED

    AND

    PRUDENTIAL DEVELOPMENT MANAGEMENT LIMITED

    (2) AMARIN NEUROSCIENCE LIMITED

    LEASE

    RELATING TO

    South West Wing First
    Floor Office Suite

    

    





    THE
    Magdalen Centre north

    

    





    The
    Oxford Science Park

    Oxford



 












 







    CONTENTS



 




    Clause



 


	 	 	 	 	 
	

    1.


	
 
	
    Definitions and
    Interpretation
	
 
	
    1
    

	

    2.


	
 
	
    Demise and Rent
	
 
	
    2
    

	

    3.


	
 
	
    Tenant’s
    Covenants
	
 
	
    2
    

	

    3.1


	
 
	
    Payments
    
	
 
	
    2
    

	

    3.2


	
 
	
    Use
    
	
 
	
    3
    

	

    3.3


	
 
	
    Access
    
	
 
	
    4
    

	

    3.4


	
 
	
    Repair and Condition
    
	
 
	
    4
    

	

    3.5


	
 
	
    Alterations
    
	
 
	
    5
    

	

    3.6


	
 
	
    Alienation
    
	
 
	
    5
    

	

    3.7


	
 
	
    Consequences of Damage
    
	
 
	
    6
    

	

    3.8


	
 
	
    Notices and Statutes
    
	
 
	
    6
    

	

    3.9


	
 
	
    Planning Acts
    
	
 
	
    7
    

	

    3.10


	
 
	
    Compliance with Regulations
    
	
 
	
    7
    

	

    3.11


	
 
	
    End of Lease
    
	
 
	
    7
    

	

    4.


	
 
	
    Landlord’s
    Covenants
	
 
	
    7
    

	
 
	
 
	
    4.1  Quiet
    Enjoyment
    
	
 
	
    7
    

	
 
	
 
	
    4.2  Services
    
	
 
	
    7
    

	

    5.


	
 
	
    Forfeiture
	
 
	
    9
    

	

    6.


	
 
	
    Tenant’s
    Property
	
 
	
    9
    

	

    7.


	
 
	
    Enforcement of Rights
	
 
	
    9
    

	

    8.


	
 
	
    Data Protection Act
    1998
	
 
	
    9
    

	

    9.


	
 
	
    New Tenancy
	
 
	
    9
    

	

    10.


	
 
	
    Contracts (Rights of Third
    Parties) Act 1999
	
 
	
    10
    

	

    11.


	
 
	
    Tenant’s Option to
    determine
	
 
	
    10
    

	

    12.


	
 
	
    Exclusion of Security of
    Tenure
	
 
	
    10
    

	

    13.


	
 
	
    Service of Notices
	
 
	
    10
    









 




    The
    Schedule



 


	 	 	 	 	 	 	 
	
	

    Part I
    


	
	
 
	
    The Premises
    
	
 
	
    11
    

	
	

    Part II
    


	
	
 
	
    Rights Granted
    
	
 
	
    11
    

	
	

    Part III
    


	
	
 
	
    Exceptions and Reservations
    
	
 
	
    12
    

	
	

    Part  IV
    


	
	
 
	
    Form of Authorised Guarantee
    Agreement
    
	
 
	
    12
    

	
	

    Part V
    


	
	
 
	
    Guarantor Covenants
    
	
 
	
    15
    



















 






    THIS LEASE is made on 4 July 2006



 



    BETWEEN:



 



    (1) MAGDALEN DEVELOPMENT COMPANY LIMITED (company
    number 2287341) whose registered office is at 8 King Edward
    Street, Oxford, Oxfordshire 0X1 4HL and PRUDENTIAL
    DEVELOPMENT MANAGEMENT LIMITED (company number
    1045028) whose registered office is at Laurence Pountney
    Hill, London, EC4R OHH (the “Landlord”); and



 



    (2) AMARIN NEUROSCIENCE LIMITED (registered in
    Scotland with company number SC179838) with its registered
    office at Kings Park House, Laurelhill Business Park, Stirling
    FK7 9JQ (the “Tenant”).



 


		
	
    1.  
	
    DEFINITIONS
    AND INTERPRETATION




 



    1.1  In this Lease, including the Schedule, the
    following words and expressions have the meanings set out below.



 


			
	
    Building 		
    the Magdalen Centre North, The Oxford Science Park, Oxford
    0X4 4GA shown for the purpose of identification only edged
    blue on the attached Plan 2 (which, when referred to in this
    Lease, includes its car park, immediate landscaping, footpaths
    and the bridge link to the Magdalen Centre) and which forms part
    of the Science Park.
	 
	
    Car Park 		
    the car park which forms part of the Building.
	 
	
    Common Parts 		
    the entrances, hallways, passages, staircases, lifts, toilet and
    shower accommodation, bin store area, Car Park, cycle racks and
    accessways forming part of the Building which provide access to
    the Premises together with any other areas within the Building
    and/or the
    Magdalen Centre South which are from time to time provided by
    the Landlord for the common use and enjoyment of the occupants
    of the Building.
	 
	
    Encumbrances 		
    the matters contained or referred to in Title Numbers
    ON223745 and ON145002.
	 
	
    lEE Regulations for Electrical Installations 		
    the regulations for electrical installations as prescribed in
    British Standards Specification 7671: 2001 published by the
    Institution of Electrical Engineers as amended or revised from
    time to time.
	 
	
    Magdalen Centre South 		
    the Magdalen Centre (South), The Oxford Science Park shown for
    the purpose of identification only edged green on Plan 2.
	 
	
    Main Access Road 		
    the road shown for the purpose of identification only tinted
    brown on Plan 2 giving access from the Building to the adopted
    highway.
	 
	
    Permitted Use 		
    the use as premises for the purpose of research into and
    development of pharmaceutical, biotechnology and other
    healthcare products, such use for the avoidance of doubt shall
    not include animal testing or the use of premises as an
    outpatient clinic or a clinic for members of the public by
    appointment.
	 
	
    Plan 1 		
    the plan annexed hereto and so marked.
	 
	
    Plan 2 		
    the plan annexed hereto and so marked.
	 
	
    Plan 3 		
    the plan annexed hereto and so marked.
	 
	
    Planning Acts 		
    the Town and Country Planning Act 1990, the Planning (Listed
    Buildings and Conservation Areas) Act 1990, the Planning
    (Hazardous Substances) Act 1990, the Planning (Consequential
    Provisions) 




    

    1








 





			
	
		
    Act 1990 and the Planning and Compensation Act 1991 and any
    other statutes for the time being in force of a similar nature.
	 
	
    Premises 		
    South West Wing first floor office suite forming part of the
    Building as the same is more particularly described in
    Part I of the Schedule.
	 
	
    Rent 		
    until 16 August 2006 being a date 6 weeks from the
    date hereof £58,500 per annum exclusive of VAT; from
    the end of the period above until the first anniversary of the
    Lease £130,500 per annum exclusive of VAT; from the
    end of the period above until the second anniversary of the
    Lease £133,500 per annum exclusive of VAT; from the
    end of the period above until the date which is the end of the
    term £136,500 per annum exclusive of VAT.
	 
	
    Science Park 		
    the site known as The Oxford Science Park shown for the purpose
    of identification only edged purple on Plan 2.
	 
	
    Service Media 		
    any ducts, flues, pipes, drains, sewers, cables, conduits, wires
    or other media for conducting water, soil, electricity and
    telecommunications.
	 
	
    Term 		
    a period of three years starting on the date hereof and ending on
	 
	
    VAT 		
    as defined in the Value Added Tax Act 1994 and any tax of a
    similar nature substituted for, or levied in addition to, such
    value added tax.



 



    1.2  Throughout this Lease:



 



    1.2.1  where more than one person or company is the
    Landlord or the Tenant, their obligations can be enforced
    against all or both of them jointly and against each
    individually;



 



    1.2.2  the Landlord includes the person who, at any
    particular time, has the right to receive Rent under this Lease;



 



    1.2.3  any obligation on the part of the Tenant not to
    do any act or thing includes (so far as it lies within its
    power) a covenant not to suffer or permit the doing of that act
    or thing;



 



    1.2.4  any rights excepted or reserved to the Landlord
    shall be construed as also being excepted or reserved to any
    mortgagee of the Landlord, all persons authorised by the
    Landlord and any superior landlord and any covenant by the
    Tenant to permit entry by the Landlord for any purpose shall be
    construed as permitting entry by such persons but subject to the
    same restrictions and requirements with regard to such entry;



 



    1.2.5  any consent, approval, authorisation or notice
    required or given under this Lease shall only take effect if
    given in writing;



 



    1.2.6  the Schedule to this Lease shall be deemed to
    form part of this Lease.



 


		
	
    2.  
	
    DEMISE
    AND RENT




 



    The Landlord LETS the Premises with full title guarantee
    TOGETHER WITH the rights set out in Part II of the
    Schedule but EXCEPTING AND RESERVING the rights set out
    in Part III of the Schedule to the Tenant for the Term
    subject to the Encumbrances at the Rent payable by installments
    as follows:



 



    2.1  the first payment to be made on the date hereof;
    and thereafter



 



    2.2  by equal monthly installments in advance on the
    first day of each month.



 


		
	
    3.  
	
    TENANT’S
    COVENANTS




 



    The Tenant COVENANTS with the Landlord throughout the
    Term as follows:



 



    3.1  Payments




    

    2








 





 



    To pay to the Landlord the following plus VAT where applicable:



 



    3.1.1  the Rent (by standing order);



 



    3.1.2  the following sums within 7 days of demand:



 



    (a) the proper costs and expenses (including professional
    fees) which the Landlord incurs in:



 



    (i) dealing with any application by the Tenant for consent
    or approval, whether or not it is given (unless such consent or
    approval is unlawfully withheld) provided that such costs are
    reasonable;



 



    (ii) preparing and serving a notice of a breach of the
    Tenant’s obligations under Section 146 of the Law of
    Property Act 1925, even if forfeiture of this Lease is avoided
    without a court order;



 



    (iii) preparing and serving notices relating to a schedule
    of dilapidations or any such schedule itself either during the
    Term or recording failure to give up the Premises in the
    appropriate state of repair when this Lease ends;



 



    (b) interest at 4% above the base rate of Royal Bank of
    Scotland plc from time to time in force or (if not available)
    such comparable rate of interest as the Landlord shall
    reasonably require on any of the payments due from the Tenant
    under this Lease when more than fourteen days overdue, to be
    calculated from the due date until they are paid to the Landlord
    (as well after as before any judgment) and in making payments
    under this clause 3.1 generally nothing is to be deducted,
    counterclaimed or set off and any VAT payable is to be added to
    the amount due;



 



    (c) all suppliers’ charges for electricity (including
    meter rents) consumed via power-sockets on the Premises and
    consumed by integral fluorescent lights within the Premises
    during the Term;



 



    (d) all charges for communication via telephone cables
    including (without limitation) facsimile, telephone and
    e-mail (but
    excluding line rental charges) together with charges for any
    additional lines installed by the Landlord at the request of the
    Tenant (but without the Landlord being obliged to install such
    additional lines);



 



    (e) all charges (as reasonably determined by the Landlord
    from time to time) for the use (where available) of the
    facsimile, binding, photocopier and postal franking machines at
    the Building and the Magdalen Centre South (but without any
    liability on the part of the Landlord in the event of such
    facilities not being available);



 



    (f) all other outgoings payable in relation to the Premises
    but excluding those payable by the Landlord pursuant to
    clause 4.2.2 of this Lease.



 



    3.2  Use



 



    3.2.1  To use the Premises only for the Permitted Use.



 



    3.2.2  Not to obstruct any part of the Building that
    is used for access.



 



    3.2.3  Subject to the Tenant having been provided with
    appropriate details of such policy, not to do anything which
    might invalidate or prejudice any insurance policy covering any
    part of the Building or (without the previous written consent of
    the Landlord) which might increase the premium or cause an
    additional premium to become payable.



 



    3.2.4  Not to use the Premises for any purpose which
    is noisy, dangerous, illegal or which constitutes a nuisance or
    causes damage to the Landlord or any superior landlord or the
    occupiers of other parts of the Building or the Science Park or
    which involves any substance which may be harmful, hazardous,
    polluting or contaminating.



 



    3.2.5  Not to bring into, use or store on the Premises
    any substance which may be harmful hazardous polluting or
    contaminating.



 



    3.2.6  Not to place anything in the bin store of the
    Building other than normal office waste.




    

    3








 





 



    3.2.7  Not to display any advertisements which are
    visible from outside the Premises.



 



    3.2.8  Not to keep any animal, fish, reptile or bird
    at the Premises and not to undertake any experiments on the same
    at the Premises.



 



    3.2.9  Not to use the floors or walls of the Premises
    in a way which will impose weight or strain in excess of that
    which the same are constructed to bear safely and not to suspend
    any heavy load from the ceilings of the Premises.



 



    3.2.10  Not to install or use a telephone exchange in
    the Premises and not to install or use personal telephony
    equipment in the Premises other than that provided by the
    Landlord but the Tenant shall not be prevented from installing
    telephone handsets, facsimile machines or use of mobile
    telephones (none of which shall be supplied by the Landlord) or
    from installing a lease line between their other office premises
    (subject to obtaining the Landlord’s consent (not to be
    unreasonably withheld or delayed)).



 



    3.2.11  Not to install, alter or remove any window
    coverings by way of blinds, curtains or otherwise without the
    consent of the Landlord, such consent not to be unreasonably
    withheld where the Tenant is seeking consent to install window
    blinds consistent in physical appearance, type, quality and
    colour with window blinds provided by the Landlord
    and/or other
    tenants in the Building.



 



    3.3  Access



 



    To give the Landlord, or anyone authorised by it in writing,
    access to the Premises at reasonable times and on five
    days’ written notice (except in an emergency where access
    will be given forthwith and no notice shall be required) for the
    purpose of



 



    3.3.1  inspecting the condition of the Premises and
    taking a schedule of Landlord’s fixtures and fittings and
    any dilapidations;



 



    3.3.2  ascertaining whether there has been a breach or
    non-performance of any laws and obligations of this Lease;



 



    3.3.3  doing works which the Landlord is permitted or
    required to do under this Lease;



 



    3.3.4  complying with any statutory obligation;



 



    3.3.5  viewing the Premises with a prospective buyer,
    tenant or mortgagee;



 



    3.3.6  valuing the Premises;



 



    3.3.7  inspecting, cleaning or repairing neighbouring
    property, or any service wires, pipes and drains belonging to
    any neighbouring property or to the rest of the Building



 



    and when accessing the Premises in circumstances as set out
    above the Landlord shall comply with any reasonable security
    requirements notified by the Tenant to the Landlord in advance
    of such entry, the Landlord causing as little interference with
    the Tenant’s business or damage to the Premises as
    reasonably practicable and making good all damage caused to the
    Premises in exercising these rights with all due diligence and
    speed.



 



    3.4  Repair and Condition



 



    3.4.1  To take reasonable care of the Premises and not
    to damage them, but normal fair wear and tear is permitted
    provided that the Tenant shall not be obliged to carry out any
    works in respect of any damage, defect or otherwise caused by:



 



    3.4.1.1  matters in respect of which the Landlord
    insures or matters in respect of which a reasonably prudent
    Landlord would normally insure having regard to market
    availability at the time whether or not such insurance is in
    fact in place;



 



    3.4.1.2  any matter relating to the design and
    construction of the Premises
    and/or the
    Building.




    

    4








 





 



    3.4.2 Within the last three months of the Term (howsoever
    determined):



 



    (a) to decorate and paint the inside of the Premises with
    at least two coats of paint of a colour previously approved by
    the Landlord, the Tenant carrying out all such works with good
    materials and in accordance with good standards of
    workmanship; and



 



    (b) to steam clean the carpet within the Premises and where
    having done so the carpet is beyond repair to replace the carpet
    with a new carpet of similar quality and in a colour previously
    approved by the Landlord



 



    (and where under this clause 3.4.2 the Landlord’s
    approval is required it will not be unreasonably withheld or
    delayed).



 



    3.4.3  To clean, treat
    and/or wash
    the interior surfaces of all glass in the Premises (including
    doors and windows) at least once every three months.



 



    3.4.4  If the Tenant fails to do any work which this
    Lease requires it to do and the Landlord gives it written notice
    to do it, the Tenant is to:



 



    (a) start the work within one month, or immediately in case
    of emergency, and proceed as soon as reasonably practicable to
    do the work; and



 



    (b) if the Tenant is in default, permit the Landlord and
    its workmen and equipment to do the work at the cost of the
    Tenant, such proper cost to be repaid by the Tenant to the
    Landlord on written demand together with any proper professional
    fees incurred by the Landlord.



 



    3.4.5  To indemnify and keep indemnified the Landlord
    against liability in respect of any injury to or death of any
    person or damage to any property movable or immovable or the
    infringement, disturbance or destruction of any right, easement
    or privilege or otherwise by reason of or arising out of any
    breach of the covenants by the Tenant set out in this Lease as
    to the repair or condition of the Premises or as to any
    alteration to the Premises by the Tenant and against all
    actions, proceedings, costs, expenses, claims and demands of
    whatsoever nature in respect of any such liability or alleged
    liability.



 



    3.5  Alterations



 



    Not to make any alterations or additions to the Premises
    whatsoever except for internal, nonstructural alterations and
    installing additional electrical sockets
    and/or
    kitchenette facilities and then subject to having obtained the
    prior written consent of the Landlord (not to be unreasonably
    withheld or delayed) and provided that the Tenant:



 



    3.5.1  complies with any requirements of the Fire
    Officer;



 



    3.5.2  complies with all IEE Regulations for
    Electrical Installations and the regulations and requirements of
    the electrical supply authority when undertaking electrical
    installations; and



 



    3.5.3  at the expiry or sooner determination of this
    Lease (howsoever determined) removes all such works and restores
    the Premises to their former state and condition.



 



    3.6  Alienation



 



    3.6.1  Subject to clause 3.6.3:



 



    (a) Not to share occupation of the whole or any part of the
    Premises.



 



    (b) Not to transfer, sublet, charge or part with possession
    of the whole or part of the Premises except by an assignment
    permitted by clause 3.6.2.



 



    (c) Not to hold or occupy the whole or part of the Premises
    as trustee or agent or for the benefit of another person.



 



    (d) To notify the Landlord if it intends to leave the
    Premises unoccupied for more than 30 days.




    

    5








 





 



    PROVIDED THAT notwithstanding the earlier provisions of
    this clause 3.6 the Tenant may share occupation of part or
    the whole of the Premises with any other company which is a
    member of the same group of companies as the Tenant within the
    meaning of Section 42 of the Landlord and Tenant Act 1954
    (“Group Company”) subject to the Tenant
    complying with the following conditions:



 



    (i) prior to such sharing of occupation the Tenant gives
    written notice to the Landlord of the company which is to share
    occupation of the Premises;



 



    (ii) no tenancy is created;



 



    (iii) such sharing of occupation will immediately determine
    upon the company ceasing to be a Group Company of the Tenant and
    the Tenant will notify the Landlord within 14 days of the
    Tenant ceasing to share occupation with the Group Company.



 



    3.6.2  (a) Without prejudice to clause 3.6.1
    not to assign the whole of the Premises without the prior
    written consent of the Landlord which (subject to the terms
    contained in clause 3.6.2(b) shall not be unreasonably
    withheld or delayed.



 



    (b) The Landlord may impose either or both of the following
    conditions in respect of a proposed assignment (which are
    specified for the purpose of Section 19(1 A) of the
    Landlord and Tenant Act 1927):



 



    (i)  a requirement that the assigning Tenant and in
    the event of a previous unauthorised assignment a former tenant
    (as defined in Section 16(6) of the Landlord and Tenant
    (Covenants) Act 1995) and in both cases any guarantor to
    the assigning tenant and to such former tenant each separately
    execute as a deed and deliver to the Landlord prior to the
    assignment in question an authorised guarantee agreement in the
    form set out in Part IV of the Schedule; and/or



 



    (ii) if the Landlord reasonably so requires, a requirement
    that one or more third party guarantors reasonably acceptable to
    the Landlord execute in favour of the Landlord and deliver to
    the Landlord prior to the assignment in question a deed of
    covenant containing the covenants set out in Part V of the
    Schedule (mutatis mutandis).



 



    3.6.3  Registration



 



    Within 21 days after any assignment of this Lease to give
    notice in duplicate to the Landlord’s solicitor for
    registration together with a certified copy of the relevant
    document and to pay to the Landlord or as it may from time to
    time direct a reasonable registration fee of not less than
    £30.



 



    3.7  Consequences of Damage



 



    If the whole or part of the Premises becomes inaccessible or
    unfit for use due to damage or destruction (other than as a
    result of anything the Tenant does or fails to do):



 



    3.7.1  the whole or an appropriate proportion (having
    regard to the nature and extent of the destruction or damage) of
    the Rent shall cease to be payable until the Premises are fully
    accessible and fit for use; and



 



    3.7.2  if the damage or destruction affects the whole
    or a substantial part of the Premises and it is likely to take
    more than three months to make the Premises again fully
    accessible and fit for use, either the Landlord or the Tenant
    may terminate this Lease by giving written notice to the other,
    in which event this Lease will immediately end and the Landlord
    need not carry out any repairs or reinstatement but both parties
    will remain liable for any breach of the terms of this Lease
    which occurred prior to the date of determination of this Lease.



 



    3.8  Notices and Statutes



 



    3.8.1  To comply promptly with the requirements of any
    present or future statute or European Union law, regulation or
    directive (whether imposed on the owner or occupier) which
    relate to the Tenant’s use and occupation of the Premises.



 



    3.8.2  To give the Landlord a copy of any order,
    permission or other notice from a statutory authority or
    otherwise concerning the Premises or any neighbouring property
    as soon as reasonably possible.




    

    6








 





 



    3.8.3  To pay all costs incurred in respect of any
    works or requirements under clauses 3.8.1
    and/or 3.8.2
    where they relate to the Tenant’s use and occupation of the
    Premises and in other cases such costs shall be fairly divided
    between the Landlord and the Tenant (and the Landlord hereby
    covenants to pay its fair share of such costs).



 



    3.9  Planning Acts



 



    3.9.1  To comply with the Planning Acts.



 



    3.9.2  Not to apply for or implement any planning
    permission or enter into a planning obligation under
    Section 106 of the Town and Country Planning Act 1990
    affecting the Premises without first obtaining the
    Landlord’s consent.



 



    3.9.3  Where development permitted by a planning
    permission has begun to complete all the works permitted to the
    Premises and comply with all the conditions imposed by the
    permission before the determination of the Term.



 



    3.9.4  If the Landlord reasonably so requires, to
    produce evidence to the Landlord that the provisions of this
    clause 3.9 have been complied with.



 



    3.10  Compliance with Regulations



 



    To comply with any regulations as the Landlord may reasonably
    from time to time make or give acting in accordance with good
    estate management in connection with the management or
    administration of the Premises
    and/or of
    the Building
    and/or of
    the Science Park.



 



    3.11  End of Lease



 



    To comply with the following provisions when this Lease ends
    (howsoever determined):



 



    3.11.1  to return the Premises to the Landlord leaving
    them in the state and condition in which this Lease requires the
    Tenant to keep them;



 



    3.11.2  (if the Landlord so requires) to remove
    anything the Tenant fixed to the Premises (other than
    Landlord’s fixtures) and make good any damage which that
    causes;



 



    3.11.3  unless released from compliance by the
    Landlord by notice, to remove all tenant’s and trade
    fixtures and fittings and every sign, writing or painting of the
    name or business of the Tenant or other occupiers from the
    Premises and all alterations to the Premises undertaken by the
    Tenant and to make good all damage caused to the Premises by the
    removal of the tenant’s and trade fixtures, fittings,
    furniture, effects and alterations.



 


		
	
    4.  
	
    LANDLORD’S
    COVENANTS




 



    The Landlord COVENANTS with the Tenant throughout the Term as
    follows:



 



    4.1  Quiet Enjoyment



 



    For so long as the Tenant complies with the terms of this Lease
    to allow the Tenant to possess and use the Premises without
    lawful interference from the Landlord, anyone who derives title
    from the Landlord or any trustee for the Landlord or by title
    paramount.



 



    4.2  Services



 



    4.2.1  (Subject to the proviso to this
    clause 4.2.1) to use reasonable endeavours to provide the
    following services in relation to the Building:



 



    (a) repairing any defects in the Building or the Premises
    relating to the design or construction of the Building
    and/or the
    Premises and which affect the Tenant’s use or enjoyment of
    the Premises;




    

    7








 





 



    (b) keeping the structure, exterior, windows and glass (but
    in relation to cleaning of window glass, only the exterior
    surfaces) and any parts of the Building used in common with
    other occupiers in good and substantial repair and condition and
    in the case of windows and glass regularly cleaned;



 



    (c) cleaning of the Common Parts;



 



    (d) lighting of the Common Parts;



 



    (e) comfort cooling of the Premises and the Common Parts
    between the hours of 7 a.m. and 7 p.m. every day of
    the year;



 



    (f)  providing an electrical power supply to the
    Premises (but not the cost of electricity consumed via
    power-sockets or other power outlets at the Premises or by
    integral fluorescent lights within the Premises);



 



    (g) maintaining and repairing the integral fluorescent
    light fittings forming part of the Premises and as referred to
    at paragraph 4 of Part I of the Schedule;



 



    (h) providing a water supply to the Common Parts;



 



    (i) providing and maintaining a central telecommunications
    equipment for the occupiers of the Building which in relation to
    the Premises shall include digital telephone lines in the ratio
    of one telephone line per 150
    ft2
    and category 5 cabling and broadband internet connection;



 



    (j) refuse removal from the central collection point within
    the Building;



 



    (k) providing reception services at the reception desk in
    Magdalen Centre South between the hours of 9.00 a.m. and
    5.30 p.m. Monday to Friday (except public holidays);



 



    (1) providing signage identifying the Tenant’s
    occupation in the Building which shall include signage in the
    area of the door leading to the Premises, signage in the
    reception area of the Magdalen Centre South and signage at the
    entry door system on the north side of the Building;



 



    (m) providing and maintaining catering and restaurant
    facilities and meeting rooms (subject to availability) in the
    Magdalen Centre South;



 



    (n) providing and maintaining an adequate fire alarm system
    for the Premises and the Building and emergency lighting
    installation;



 



    (o) providing and maintaining an integrated security system
    including intruder detection surveillance in the Common Parts
    and access control; and



 



    (p) providing and maintaining toilet facilities to the
    Common Parts.



 



    PROVIDED THAT:



 



    (1) the Landlord is not obliged to remedy damage caused by
    the Tenant, remedy fair wear and tear or put the Common Parts or
    any Service Media or the Main Access Road into better condition
    than existed as at the date of this Lease; and



 



    (2) the Landlord shall not be liable to the Tenant in
    relation to any interruption in any of the services which the
    Landlord does provide or supply by reason of any necessary
    inspection, repair or maintenance of any plant or equipment or
    any damage thereto or by reason of the mechanical or other
    defect or breakdown or inclement weather conditions or shortage
    of fuel, materials, water or labour or by reason of any
    circumstances whatever beyond the control of the Landlord and
    the Tenant shall have no claim against the Landlord in relation
    to any defect or want of maintenance, repair, renewal or
    cleaning unless the Landlord has had written notice of the same
    or ought reasonably to be aware of it and has failed to remedy
    the same within a reasonable period of time thereafter provided
    that the Landlord will use all reasonable endeavours to restore
    any service as soon as reasonably practicable where it has been
    interrupted.




    

    8








 





 



    4.3  Rates



 



    To pay all business and water rates chargeable on the Building.



 



    4.4  Compliance with Statutes



 



    To comply promptly with the requirements of any present or
    future statute or European Union Law, regulation or directive
    which relate to the Building which for the avoidance of doubt
    includes obtaining a fire certificate for the Building.



 



    4.5  Insurance



 



    To insure the Building against all standard commercial risks
    with a reputable insurance provider.



 


		
	
    5.  
	
    FORFEITURE




 



    5.1  This Lease comes to an end if the Landlord
    forfeits it by entering any part of the Premises, which the
    Landlord is entitled to do whenever:



 



    5.1.1  payment of any Rent under this Lease is
    14 days overdue or more, even if it was not formally
    demanded or other sums due if properly demanded;



 



    5.1.2  the Tenant has not materially complied with any
    of the terms in this Lease;



 



    5.1.3  the Tenant goes into liquidation (unless solely
    for the purpose of amalgamation or reconstruction when solvent),
    or has a receiver appointed (over all or part of its assets) or
    has an administration order made in respect of it or (if an
    individual or a Guarantor Partner) becomes bankrupt;



 



    5.1.4  the Tenant enters into an arrangement or
    composition with its creditors.



 



    5.2  The forfeiture of this Lease does not cancel any
    outstanding obligations of the Tenant.



 


		
	
    6.  
	
    TENANT’S
    PROPERTY




 



    6.1  If this Lease ends and the Tenant does not remove
    its goods then after one month the Landlord may sell the goods
    and hold the proceeds for the Tenant after deducting any proper
    costs incurred in removing, storing and selling such goods.



 



    6.2  If the Landlord sells goods belonging to a third
    party by mistake then the Tenant shall fully refund the costs
    incurred due to any liability to the Landlord.



 


		
	
    7.  
	
    ENFORCEMENT
    OF RIGHTS




 



    The Tenant shall not have the benefit of or the right to enforce
    any right belonging to any other occupier of the Building.



 


		
	
    8.  
	
    DATA
    PROTECTION ACT 1998




 



    For the purposes of the Data Protection Act 1998 or otherwise
    the Tenant acknowledges that information relating to this Lease
    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 agrees 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, or the disposal or
    sub-letting
    of the Premises.



 


		
	
    9.  
	
    NEW
    TENANCY




 



    This Lease creates a new tenancy for the purpose of the Landlord
    and Tenant (Covenants) Act 1995.




    

    9








 





 


		
	
    10.  
	
    CONTRACTS
    (RIGHTS OF THIRD PARTIES) ACT 1999




 



    The parties hereby expressly acknowledge that they do not intend
    that any of the terms of this Lease shall be enforceable by any
    third party pursuant to the Contracts (Rights of Third Parties)
    Act 1999.



 


		
	
    11.  
	
    TENANT’S
    OPTION TO DETERMINE




 



    If the Tenant wishes to determine the Term on the second
    anniversary of the date hereof it shall give to the Landlord not
    less than three months’ previous notice in writing of such
    wish and subject to the Tenant paying to the Landlord an amount
    equal to six weeks’ Rent and any other sums properly due
    under this Lease then the Term will end upon the expiry of such
    notice but without prejudice to any antecedent rights which
    either party may have against the other.



 


		
	
    12.  
	
    EXCLUSION
    OF SECURITY OF TENURE




 



    12.1  The Landlord has served a notice dated
    21 June 2006 on the Tenant, in the form required by
    Section 38A(3)(a) of the 1954 Act (as amended) and which
    applies to the tenancy created by this Lease.



 



    12.2  Christian Major, duly authorised by the Tenant,
    has made a statutory declaration dated 23 June 2006 (the
    “Declaration”) in accordance with the requirements of
    Section 38A(3)(b) of the 1954 Act (as amended).



 



    12.3  The Tenant confirms that where the Declaration
    was made by a person other than the Tenant the declarant was
    duly authorised by the Tenant to make the Declaration on the
    Tenant’s behalf.



 



    12.4  The Landlord and the Tenant agree that the
    provisions of Sections 24 to 28 (inclusive) of the 1954 Act
    (as amended) are excluded in relation t the tenancy created by
    this Lease.



 


		
	
    13.  
	
    SERVICE
    OF NOTICES




 



    The rules about serving notices in Section 196 of the Law
    of Property Act 1925 (as since amended) apply to any notice
    given under this Lease. The Tenant serves notice on the Landlord
    by delivering the notice to the centre manager for the Science
    Park designated by the Landlord from time to time and based at
    the Science Park and the Landlord serves notice on the Tenant by
    leaving the notice at the Premises.



 



    IN WITNESS where of the parties have duly executed this Lease as
    a Deed the day and year first before written.




    

    10








 







    THE
    SCHEDULE



 




    PART I



 




    THE
    PREMISES



 



    ALL THOSE premises situate on the first floor of the
    Building shown for the purpose of identification only edged red
    on Plan 1 attached including:



 



    1. the internal plaster or other finishes of all boundary
    and structural walls but excluding any integral part of the
    external wall cladding;



 



    2. all internal, non-structural walls situate wholly within
    the Premises;



 



    3. the doors and door frames;



 



    4. the ceiling finishes including any suspended ceilings
    and integral fluorescent light fittings but excluding the cavity
    above any suspended ceilings;



 



    5. the raised floors and carpet or other floor coverings
    and all floor boxes but excluding the cavity below the raised
    floors; and



 



    6. all additions, alterations and improvements thereto made
    by the Tenant and all Landlord’s fixtures and fittings from
    time to time therein (including without prejudice to the
    generality of the foregoing all window blinds)



 



    but excluding:



 



    7. all the structure of the Building, glass windows and all
    Service Media located within the Premises, whether or not the
    same exclusively serve the Premises.



 




    PART II



 




    RIGHTS
    GRANTED



 



    The Tenant is to have the shared use of the following facilities:



 



    1. the right to come and go from the Premises over the
    Common Parts and to allow visitors to do the same;



 



    2. the right for shelter and support for the benefit of the
    Premises from the rest of the Building;



 



    3. the right to come and go from the Building to the public
    highway with or without vehicles over and along the Main Access
    Road;



 



    4. the right to the exclusive use of two car parking spaces
    edged red on Plan 3 or of two alternative car parking spaces
    specifically designated by the Landlord (acting reasonably) from
    time to time for the parking of two private motor vehicle within
    the Car Park together with a further right to park twelve
    private motor vehicles within such other spaces within the Car
    Park as are designated for the general use of occupiers of the
    Building but subject always to availability of such spaces which
    the Landlord will use all reasonable endeavours to provide;



 



    5. the right to use Service Media which serve the Premises
    and which may also serve other premises, but the Tenant must use
    them in a reasonable and proper manner in accordance with any
    reasonable regulations imposed from time to time by the Landlord
    acting in accordance with good estate management;



 



    6. the right to have displayed the Tenant’s name and
    its business on any sign board or name plate provided by the
    Landlord for the benefit of occupiers of the Building in such
    form as the Landlord reasonably designates and to be installed
    by the Landlord at the Landlord’s cost;



 



    7. the right for employees of the Tenant employed at the
    Premises to use the catering and restaurant facilities of the
    Magdalen Centre South and to permit employees of the Tenant to
    book and use meeting rooms




    

    11








 






    at the Magdalen Centre South (in both cases subject to such
    facilities being available from time to time and without any
    liability on the part of the Landlord in the event of such
    facilities not being available) subject to the Tenant being
    responsible for all costs as reasonably determined by the
    Landlord in relation to the use of such facilities from time to
    time; and



 



    8. the right to use toilet facilities in the Building.



 




    PART III



 




    EXCEPTIONS
    AND RESERVATIONS



 



    The Landlord reserves unto itself and all authorised or
    permitted by it the following rights:



 



    1. the right for shelter and support from the Premises;



 



    2. the right for Service Media to pass through the Premises;



 



    3. the right to alter or close any Common Parts
    and/or the
    Main Access Road subject to providing (except in emergencies)
    suitable alternative amenities reasonably acceptable to the
    Tenant and further reserved the right to use, repair, alter,
    renew, replace or make connections to any Service Media in the
    Premises which serve other premises subject to the person or
    persons exercising such rights providing reasonable written
    notice (except in the case of emergency) doing as little damage
    as reasonably practicable to the Premises and forthwith making
    good all damage done thereto;



 



    4. the right to build additional or relay any Service Media
    over, through or under the Premises in connection with any
    premises within the Building and neighbouring and nearby
    property together with the right to make (and to retain)
    connections with any Service Media which now or at any time in
    the future exist upon, in, over or under the Premises together
    with rights to enter upon the Premises for these purposes
    subject to the person or persons exercising such rights
    providing reasonable written notice (except in the case of
    emergency) doing as little damage as reasonably practicable to
    the Premises and forthwith making good all damage done thereto;



 



    5. the free right to develop and alter the Building and
    neighbouring and nearby premises notwithstanding any
    interruptions to rights of light and air enjoyed by the
    Premises; and



 



    6. the right to enter the Premises for the purposes and on
    the terms set out elsewhere in this Lease and for any purposes
    in connection with this Lease provided that this right of entry
    will be exercised only following reasonable written notice
    except in the case of emergency subject to the person or persons
    exercising such rights providing reasonable written notice
    (except in the case of emergency) doing as little damage as
    reasonably practicable to the Premises and forthwith making good
    all damage done thereto with all due diligence and speed.



 




    PART IV



 




    FORM OF
    AUTHORISED GUARANTEE AGREEMENT



 



    THIS GUARANTEE is made on



 



    BETWEEN:



 



    (1) [details of outgoing tenant] (“Outgoing
    Tenant”); and



 



    (2) [details of
    landlord](“Landlord”).



 



    WHEREAS:



 



    (A) This Agreement is supplemental to a lease
    (“Lease”) dated [date of Lease] made
    between
    [          ](l)[and][          ](2)[and          (3)].




    

    12








 





 



    (B) Words and expressions used in this Agreement shall have
    the meanings ascribed to them in the Lease and Guarantee
    Period means the period from the date upon which the benefit
    of the Term is assigned to the incoming Tenant until the earlier
    of the date upon which the Incoming Tenant is effectively
    released by virtue of the Landlord and Tenant (Covenants) Act
    1995 from its obligations to perform the covenants on the part
    of the Tenant contained in the Lease and the end of the Term and
    Incoming Tenant shall mean [details of intended
    assignee or transferee].



 



    (C) The Landlord is entitled to the reversion immediately
    expectant on the Term.



 



    (D) The Outgoing Tenant is entitled to the benefit of the
    Term.



 



    (E) The Outgoing Tenant has applied to the Landlord for
    consent to assign or transfer the whole of the Premises to the
    Incoming Tenant.



 



    (F) As a condition of its consent to the proposed
    assignment or transfer the Landlord is entitled to require and
    has required the Outgoing Tenant to guarantee the performance by
    the Incoming Tenant of the covenants on the part of the Tenant
    contained in the Lease.



 



    THIS GUARANTEE WITNESSES that:



 


		
	
    1.  
	
    TO PAY
    OBSERVE AND PERFORM




 



    The Outgoing Tenant covenants with and guarantees to the
    Landlord that:



 



    1.1  the Incoming Tenant will throughout the Guarantee
    Period pay the rents reserved by the Lease on the days and in
    the manner set out in the Lease;



 



    1.2  the Incoming Tenant will throughout the Guarantee
    Period fully observe and perform the covenants and conditions on
    the part of the Tenant contained in the Lease; and



 



    1.3  if the Incoming Tenant shall make any default in
    the payment of the rents or in observing and performing such
    covenants and conditions or any of them and in every such case
    and at each time the Outgoing Tenant will:



 



    1.3.1  forthwith pay such rents
    and/or other
    sums and observe and perform such covenants;



 



    1.3.2  pay and make good to the Landlord on demand all
    proper costs suffered or incurred by the Landlord through the
    default of the Incoming Tenant in respect of any such
    matters; and



 



    1.3.3  indemnify and keep indemnified the Landlord
    from and against all proper costs arising by reason of any such
    default by the Incoming Tenant.



 


		
	
    2.  
	
    TO TAKE
    LEASE FOLLOWING DISCLAIMER




 



    The Outgoing Tenant further covenants with and guarantees to the
    Landlord that if at any time during the Guarantee Period the
    Lease shall be disclaimed by a competent person or if at any
    time during the Guarantee Period the Incoming Tenant shall be
    wound up or cease to exist or (being an individual) shall die
    the Outgoing Tenant shall (if the Landlord by notice in writing
    given to the Outgoing Tenant within three (3) months of
    being notified of such disclaimer or other event so requires)
    accept from and execute and deliver to the Landlord a
    counterpart of a new lease of the Premises in the following
    terms:



 



    2.1  for a term commencing on the date of the
    disclaimer or other event and equal to the residue then
    unexpired of the Term;



 



    2.2  at the same rents and subject to the same
    covenants and conditions as are contained in the Lease;



 



    2.3  such new lease to be at the cost of the Outgoing
    Tenant.




    

    13








 





 


		
	
    3.  
	
    TO MAKE
    PAYMENTS FOLLOWING DISCLAIMER




 



    If for any reason the Landlord shall not require the Outgoing
    Tenant to take a new lease of the Premises pursuant to
    clause 2 the Outgoing Tenant shall nevertheless pay to the
    Landlord on demand:



 



    3.1  a sum equal to the difference between any monies
    receivable by the Landlord for the use and occupation of the
    Premises and the rents payable under the Lease, in both cases
    for the period commencing with the date of such disclaimer or
    other event and ending on whichever is the earlier of the
    following dates:



 



    3.1.1  the date three (3) months after such
    disclaimer or other event; and



 



    3.1.2  the date (if any) upon which the Landlord shall
    have granted a lease of the Premises to a third party; and



 



    and upon such payment the Outgoing Tenant shall be released from
    all further liability under this Agreement.



 


		
	
    4.  
	
    PROTECTION
    FOR LANDLORD




 



    4.1  It is agreed that the Outgoing Tenant’s
    obligations are and will remain in full force and effect and
    that such obligations shall not be discharged nor lessened or
    affected by:



 



    4.1.1  any time or indulgence granted by the Landlord
    to the Incoming Tenant or any neglect or forbearance of the
    Landlord in enforcing the payment of the rents or the observance
    or performance of the Tenant’s covenants and conditions
    contained in the Lease;



 



    4.1.2  any refusal by the Landlord to accept rent
    tendered by or on behalf of the incoming Tenant at a time when
    the Landlord was entitled (or would after the service of a
    notice under Section 146 of the Law of Property Act 1925
    have been entitled) to re-enter the Premises;



 



    4.1.3  any variation to the terms of the Lease which
    do not materially adversely affect the Tenant’s obligations
    under the Lease;



 



    4.1.4  any surrender of part of the Premises (in which
    event the liability of the Outgoing Tenant under this Guarantee
    shall continue in respect of the part of the Premises not so
    surrendered after making any necessary apportionment under
    Section 140 of the Law of Property Act 1925);



 



    4.1.5  any failure on the part of the Landlord
    (whether intentional or not) to take perfect or realise any
    security or guarantee now or in the future agreed to be taken by
    the Landlord in respect of the obligations of the Incoming
    Tenant under this Lease;



 



    4.1.6  where the Outgoing Tenant is more than one
    person any release of one or more such persons which is not
    expressed to relate to all such persons; and



 



    4.1.7  any Event of Insolvency relating to the
    Incoming Tenant or the Outgoing Tenant.



 



    4.2  The Outgoing Tenant irrevocably and
    unconditionally waives:



 



    4.2.1  any rights it may have of first requiring the
    Landlord to proceed against or claim payment from the Incoming
    Tenant; and



 



    4.2.2  any entitlement it may have to participate in
    any security at any time held by the Landlord in respect of the
    Incoming Tenant’s obligations under the Lease.



 


		
	
    5.  
	
    NON
    COMPETITION BY OUTGOING TENANT




 



    5.1  Until the liabilities and obligations of the
    Tenant under the Lease have been paid and discharged in full the
    Outgoing Tenant shall not:



 



    5.1.1 exercise any right of subrogation indemnity set-off or
    counterclaim against the Tenant under the Lease; or




    

    14








 





 



    5.1.2 claim or prove in competition with the Landlord in the
    event of the liquidation, bankruptcy, voluntary arrangement,
    scheme or arrangement of the Tenant or have the benefit of any
    share in any other guarantee or security now or in the future
    held by the Landlord in respect of the Tenant’s obligations
    under the Lease.



 



    5.2  If the Outgoing Tenant receives any sums in
    contravention of this clause 5 it shall hold them on trust to be
    applied promptly in or towards the discharge of its obligations
    to the Landlord.



 


		
	
    6.  
	
    CHANGE IN
    CONSTITUTION




 



    The obligations in and provisions of clause 1 of this
    Agreement shall continue in full force and effect
    notwithstanding the liquidation or any change in the
    constitution or structure of the Incoming Tenant the Outgoing
    Tenant or the Landlord or any legal immunity, disability or
    incapacity or other circumstances relating to the Incoming
    Tenant or the Outgoing Tenant (whether or not known or capable
    of being known to the Landlord).



 


		
	
    7.  
	
    PRINCIPAL
    OBLIGOR




 



    Any rents or other payments or other obligations due under this
    Agreement shall be due from the Outgoing Tenant as principal
    debtor and primary obligor.



 


		
	
    8.  
	
    REPRESENTATION
    BY THE OUTGOING TENANT




 



    The Outgoing Tenant represents and warrants to the Landlord that
    it has full authority, capacity and entitlement to enter into
    this Agreement and to undertake its obligations to the Landlord
    and that its obligations and liabilities are and will remain
    valid legally binding and enforceable.



 



    IN WITNESS etc.



 




    PART V



 




    GUARANTOR
    COVENANTS



 


		
	
    1.  
	
    TO PAY
    OBSERVE AND PERFORM




 



    The Guarantor covenants with and guarantees to the Landlord that:



 



    1.1  the Tenant will throughout the Term pay the Rents
    on the days and in the manner set out in this Lease;



 



    1.2  the Tenant will throughout the Term fully observe
    and perform the covenants and conditions on the part of the
    Tenant contained in this Lease; and



 



    1.3  if the Tenant shall make any default in the
    payment of the Rents or in observing and performing the
    covenants and conditions or any of them then and in every such
    case and at each time the Guarantor will;



 



    1.3.1  forthwith pay such rents and observe and
    perform such covenants;



 



    1.3.2  pay and make good to the Landlord on demand all
    proper costs suffered or incurred by the Landlord through the
    default of the Tenant in respect of any of such matters; and



 



    1.3.3  indemnify and keep indemnified the Landlord
    from and against all proper costs arising by reason of any such
    default by the Tenant.



 


		
	
    2.  
	
    TO TAKE
    LEASE FOLLOWING DISCLAIMER




 



    The Guarantor further covenants with and guarantees to the
    Landlord that if at any time during the Term the Landlord shall
    exercise its right of re-entry pursuant to clause 6 or this
    Lease shall be disclaimed by a competent person or if at any
    time during the Term the Tenant shall be wound up or be
    dissolved or cease to exist or (being an individual) shall die
    the Guarantor shall (if the Landlord by notice in writing given
    to the Guarantor within three




    

    15








 






    (3) months of being notified of such re-entry or other
    event so requires) accept from and execute and deliver to the
    Landlord a counterpart of a new lease of the Premises in the
    following terms:



 



    2.1  for a term commencing on the date of such
    re-entry or other event and equal to the residue then unexpired
    of the Term;



 



    2.2  at the same rents and subject to the same
    covenants and conditions as are contained in this Lease (with
    the exception of this surety covenant);



 



    2.3 such new lease to be at the cost of the Guarantor.



 


		
	
    3.  
	
    TO MAKE
    PAYMENTS FOLLOWING DISCLAIMER




 



    If for any reason the Landlord does not require the Guarantor to
    accept a new lease of the Premises pursuant to paragraph 2
    the Guarantor shall nevertheless pay to the Landlord on demand:



 



    3.1  a sum equal to the difference between any monies
    received by the Landlord for the use or occupation of the
    Premises and the Rents payable under clause 2 of this
    Lease, in both cases for the period commencing with the date of
    such re-entry or other event and ending on whichever is the
    earlier of the following dates:



 



    (a) the date three (3) months after such re-entry or
    other event; and



 



    (b) the date (if any) upon which the Landlord shall have
    granted a lease of the Premises to a third party; and



 



    3.2  the reasonable and proper costs incurred by the
    Landlord in relation to any reletting or attempted reletting of
    the Premises,



 



    and upon such payment the Guarantor shall be released from all
    further liability under this Lease.



 


		
	
    4. 
	
    PROTECTION
    FOR LANDLORD




 



    4.1  It is agreed that the Guarantor’s
    obligations are and will remain in full force and effect and
    that such obligations shall not be discharged nor lessened or
    affected by:



 



    4.1.1  any time or indulgence granted by the Landlord
    to the Tenant or any neglect of forbearance of the Landlord in
    enforcing against the Tenant (or any surety or other person
    liable) the payment of the Rents or the observance or
    performance of the Tenant’s covenants and conditions
    contained in this Lease;



 



    4.1.2  any refusal by the Landlord to accept rents
    tendered by or on behalf of the Tenant at a time when the
    Landlord was entitled (or would after service of a notice under
    Section 146 of the Law of Property Act 1925 have been
    entitled) to re-enter the Premises;



 



    4.1.3  any variation of the terms of this Lease or the
    authorised guarantee agreement whether or not the Guarantor is a
    party which do not materially adversely affect the obligations
    of the Tenant;



 



    4.1.4  any surrender of part of the Premises (in which
    event the liability of the Guarantor under this Lease shall
    continue in respect of the part of the Premises not so
    surrendered after making any necessary apportionment under
    Section 140 of the Law of Property Act 1925);



 



    4.1.5  any failure on the part of the Landlord
    (whether intentional or not) to take perfect or realise any
    security or guarantee now or in the future agreed to be taken by
    the Landlord in respect of the obligations of the Tenant under
    this Lease;



 



    4.1.6  where the Guarantor is more than one person any
    release of one or more such persons which is not expressed to
    relate to all such persons; and



 



    4.1.7  any Event of Insolvency relating to the Tenant
    or the Guarantor.



 



    4.2  The Guarantor irrevocably and unconditionally
    waives:




    

    16








 






    4.2.1  any rights it may have of first requiring the
    Landlord to proceed against or claim payment from the Tenant;



 



    4.2.2  any entitlement it may have to participate in
    any security at any time held by the Landlord in respect of the
    Tenant’s obligations under this Lease; and



 


		
	
    5.  
	
    NON-COMPETITION
    BY GUARANTOR




 



    5.1  Until the liabilities and obligations of the
    Tenant under this Lease have been paid and discharged in full
    the Guarantor shall not:



 



    5.1.1  exercise any right of subrogation indemnity
    set-off or counterclaim; or



 



    5.1.2  claim or prove in competition with the Landlord
    in the event of the liquidation, bankruptcy, voluntary
    arrangement, scheme or arrangement of the Tenant or have the
    benefit of any share in any other guarantee or security now or
    in the future held by the Landlord in respect of the
    Tenant’s obligations under this Lease.



 



    5.2  If the Guarantor receives any sums in
    contravention of this paragraph 5 it shall hold them on
    trust to be applied promptly in or towards the discharge of its
    obligations to the Landlord.



 


		
	
    6.  
	
    CHANGE IN
    CONSTITUTION




 



    The obligations in and provisions of paragraph 1 of this
    Schedule shall continue in full force and effect notwithstanding
    the liquidation or any change in the constitution or structure
    of the Tenant the Guarantor or the Landlord or any legal
    immunity, disability or incapacity or other circumstances
    relating to the Tenant or the Guarantor (whether or not known or
    capable of being known to the Landlord).



 


		
	
    7.  
	
    PRINCIPAL
    OBLIGOR




 



    Any Rents or other payments or other obligations due under this
    Schedule shall be due from the Guarantor as principal debtor and
    primary obligor.



 


		
	
    8.  
	
    REPRESENTATION
    BY GUARANTOR




 



    The Guarantor represents and warrants to the Landlord that the
    Guarantor has full power, authority and legal right to enter
    into the covenants contained in this Schedule and that its
    obligations and liabilities are and will remain valid legally
    binding and enforceable.




    

    17








 





 



    IN WITNESS etc.



 



    SIGNED as a DEED by




    MAGDALEN DEVELOPMENT




    COMPANY LIMITED




    acting by



 



    Director CHARLES GERARD YOUNG



 



    Director DAVID CHARLES CLARY



 



    SIGNED as a DEED by




    PRUDENTIAL DEVELOPMENT




    MANAGEMENT LIMITED acting by



 



    Director ROBERT ARTHUR RADLEY



 



    Director CHRISTOPHER MARK GORDON PERKINS



 



    SIGNED as a DEED
    by          )




    AMARIN NEUROSCIENCE     )




    LIMITED acting
    by             )



 



    Director RICHARD A.B. STEWART



 



    Director THOMAS G. LYNCH




    

    18