Exhibit 4.58


 


***Certain portions of this exhibit
have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended. The omitted portions have been filed separately with the Securities and Exchange Commission.


 


DATED 27 May 2016


 


( 1 )     AG KENT B.V.


( 2 )     GW PHARMA LIMITED


( 3 )     GW PHARMACEUTICALS PLC


 


ORIGINAL / COUNTERPART


 


LEASE


 


***


***


 


REFERENCE


 


SA/381631.00003


 


 


Reed Smith LLP


The Broadgate Tower


20 Primrose Street


London EC2A 2RS


Phone - +44 (0) 20 3116 3000


Fax - +44 (0) 20 3116 3999


DX1066 City / DX18 London


reedsmith.com


ReedSmith







 


 


 


 








 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.




 




     


     


    

 


CONTENTS


 


CLAUSE


 


	1	INTERPRETATION	3
	 	 	 
	2	DEMISE AND RENT	7
	 	 	 
	3	TENANTS’ COVENANTS	8
	 	 	 
	4	LANDLORD’S COVENANTS	29
	 	 	 
	5	PROVISOS	33
	 	 	 
	6	RENT REVIEW	39
	 	 	 
	7	TENANT’S OPTION TO DETERMINE	43
	 	 	 
	8	ACCIDENTAL HAPPENINGS OR INJURIES	43
	 	 	 
	9	NOTICES	44
	 	 	 
	10	VAT	44
	 	 	 
	11	SURETY’S COVENANTS	44
	 	 	 
	12	LANDLORD AND TENANT (COVENANTS) ACT 1995	44
	 	 	 
	13	ADDRESS FOR RENT DEMANDS	45
	 	 	 
	14	LANDLORD AND TENANT ACT 1954	45
	 	 	 
	15	DELIVERY AS A DEED	45
	 	 	 
	16	RIGHTS OF THIRD PARTIES	45
	 	 	 
	17	GOVERNING LAW	45


 


	SCHEDULE	 
	 	 
	SCHEDULE 1	46
	 	 
	         
     RIGHTS GRANTED	46
	 	 
	SCHEDULE 2	47
	 	 
	   RIGHTS RESERVED	47
	 	 
	SCHEDULE 3	49
	 	 
	   DOCUMENTS TO BE OBSERVED	49
	 	 
	SCHEDULE 4	50
	 	 
	   SERVICE CHARGE	50
	 	 
	   PART A	50
	 	 
	   PART B	50
	 	 
	SCHEDULE 5	51
	 	 
	      INDEX-LINKED
    REVIEW OF SERVICE CHARGE	51



 






     


     


    

 


	SCHEDULE 6	55
	 	 
	COVENANTS BY THE SURETY	55
	 	 
	SCHEDULE 7	57
	 	 
	    AUTHORISED
    GUARANTEE AGREEMENT	57
	 	 
	SCHEDULE 8	59
	 	 
	    THE REGULATIONS	59
	 	 
	SCHEDULE 9	60
	 	 
	    UTILITIES
    CHARGE	60
	 	 
	ANNEXURE 1	64
	 	 
	   RENT REVIEW SPECIFICATION	64
	 	 
	ANNEXURE 2	68
	 	 
	   REINSTATEMENT SPECIFICATION	68


 




    	 	CONTENTS PAGE 2	 



     


    

 


LAND REGISTRY PRESCRIBED CLAUSES


 


	LR1 Date of lease	27 May 2016
	 	 
	LR2 Title number(s)	LR2.1 Landlord’s title number(s)
	 	 
	 	***
	 	 
	 	LR2.2 Other title numbers
	 	 
	 	None
	 	 
	LR3 Parties to this lease	Landlord
	 	 
	 	AG KENT B.V. (Dutch Company Number 64764192) whose registered office is at Prinsengracht
    919, 1017 KD Amsterdam, The Netherlands
	 	 
	 	Tenant
	 	 
	 	GW Pharma Limited a company registered in England and Wales (registered number 03704998)
    whose registered office is at Sovereign House, Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ
	 	 
	 	Other parties
	 	 
	 	Surety
	 	 
	 	G W Pharmaceuticals plc a company registered in England and Wales (registered number
    4160917) whose registered office is at Sovereign House, Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ
	 	 
	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.
	 	 
	 	The Premises as defined in clause 1.1
	 	 
	LR5 Prescribed statements etc	LR5.1 Not applicable
	 	 
	 	LR5.2 Not applicable
	 	 
	LR6 Term for which the Property is leased	The Term is as follows -
	 	 
	 	20 years from and including the Term Commencement Date


 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 1	 



     


    

 


	 	Date
	 	 
	LR7 Premium	None
	 	 
	LR8 Prohibitions or restrictions on disposing of this lease	The lease contains a provision that prohibits or restricts dispositions
	 	 
	LR9 Rights of acquisition etc	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
	 	 
	 	LR9.2 Tenant’s covenant to (or offer to) surrender this lease
	 	 
	 	None
	 	 
	 	LR9.3 Landlord’s contractual rights to acquire this lease
	 	 
	 	None
	 	 
	LR10 Restrictive covenants given in this lease by the Landlord in respect of land other
    than the Property	None
	 	 
	LR11 Easements	LR11.1 Easements granted by this lease for the benefit of the Property
	 	 
	 	The rights and matters set out in Schedule 1
	 	 
	 	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
	 	 
	LR12 Estate rentcharge burdening the Property	None
	 	 
	LR13 Application for standard form of restriction	None
	 	 
	LR14 Declaration of trust where there is more than one person comprising the Tenant	Not applicable


 




    	 	PAGE 2	 



     


    

 


LEASE is made on the date set out in clause LR1


 


BETWEEN:


 


		(1)	the Landlord
                                         as set out in clause LR3;



 


		(2)	the Tenant
                                         as set out in clause LR3; and



 


		(3)	the Surety
                                         as set out in clause LR3.



 


		1	INTERPRETATION



 


		1.1	In this Lease -



 


‘Access Roads’
means the roads footpaths and accessways within the Science Park not adopted from time to time and the road connecting the Science
Park to Broadoak Road;


 


‘adjoining or neighbouring
premises’ includes any part or parts of the Science Park other than the Premises;


 


‘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 3.18 and containing the provisions set out in Schedule 7;


 


‘Break Date’
means 15th anniversary of Term Commencement Date;


 


‘Break Payment’
means such sum as is equivalent to one year’s worth of the Principal Rent at the rate payable immediately prior to the Break
Date (ignoring any suspension or censer of such rent);


 


‘Centre Common Parts’
means any entrances, passageways, Access Roads, Conducting Media, car parking, hardstanding, verges, landscaping and other parts
of the Science Park available or intended to be available for use and/or enjoyment by two or more of the Landlord’s tenants
of the Science Park in common (but for the avoidance of doubt including all car parking areas whether or not the subject of exclusive
parking rights);


 




    	 	PAGE 3	 



     


    

 


‘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;


 


‘Environmental Audit’
means an audit of the Tenant’s activities on the Premises to be commissioned by the Landlord from time to time but not
more than once per year;


 


‘EPC’ means
energy performance certificate and recommendation report, as defined in the Energy Performance of Buildings (Certificates and
Inspections) (England and Wales) Regulations 2007 as amended or updated from time to time;


 


‘Existing EPC’
means a copy of the EPC for the Premises reference no ***


 


;


 


‘Fit Out Rent’
means the sum of £*** per annum;


 


‘Gateway Tenant’
means an individual, partnership or company whose prime activity either is within the areas of Science or High Technology or is
the provision of support directly related to the scientific community as would maintain an appropriate mix of tenants for a science
park;


 


‘Group Company’
means a company which is in the same group of companies (within the meaning of section 42 Landlord and Tenant Act 1954) as the
Tenant;


 


‘High Technology’
means research, development, design, distribution, manufacturing or service activities utilising, employing or manufacturing product
or processes which apply research, pharmaceuticals, bio-technology, electronics, robotics, informatics or other such scientific
disciplines as the Landlord (in conjunction with the local planning authority) determines to be representative of the field of
high technology;


 


‘Insurance Rent’
means the rent reserved by clause 2.4;


 


‘Insured Risks’
means (to the extent insurance for such risks remains available in the London insurance market) fire, lightning, aircraft, explosion,
riot, malicious persons, earthquake, storm, flood, burst pipes, impact, theft, subsidence, sprinkler leakage, terrorism and such
other risks or perils (if any) as the Landlord or any superior landlord (acting reasonably) may from time to time deem it prudent
to insure against;


 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 4	 



     


    

 


‘Landlord’
includes the person or persons for the time being entitled to the reversion immediately expectant on the Term;


 


‘Permitted Part’
has the meaning given to that expression in clause 3.19;


 


‘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;


 


‘Planning Agreement’
means a Section 106 Agreement dated 15 February 2010 between Sittingbourne (No. 1) Limited and Sittingbourne (No. 2) Limited (1)
and Lillian Joyce Attwood, Kevin Dennis Attwood, Michael Christopher Attwood and Attwood Farms Limited (2) Swale Borough Council
(3) Kent County Council (4);


 


‘Premises’
means the premises (shown edged red on the plan annexed hereto but excluding the car park edged in blue) known as ***                                         as
well as any landlord’s fixtures and fittings from time to time in the Premises and each and every part of the Premises (but
(if applicable) excluding the outer half, severed vertically, of any wall dividing the Premises from any adjoining or neighbouring
premises);


 


‘Principal Rent’
means the principal rent reserved by this Lease at the rate from time to time payable under clause 2.1 and clause 6;


 


‘Regulations’
means the regulations set out in Schedule 8;


 


‘Reinstatement Specification’
means the Premises Specification annexed to this Lease as Annexure 2;


 


‘Rent Review Specification’
means the Premises’ base build specification annexed to this Lease as Annexure 1;


 





 






		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 






    	 	PAGE 5	 



     


    

 


‘Science’
means dependence upon the application of scientific or technological skills or knowledge in the production of new goods or services
for competitive advantage;


 


‘Science Park’
means ***                                        and
any other land from time to time owned by the Landlord which is adjoining or neighbouring;


 


‘Service Charge’
means the Service Charge as defined in and calculated pursuant to Schedule 4;


 


‘Tenant’
includes the successors in title and assigns of the Tenant;


 


‘Term’ means
the term set out in Clause LR6 together with any continuation by statute or implication of law;


 


‘Term Commencement
Date’ means the date of this Lease;


 


‘Uninsured Risk’
means an Insured Risk against which insurance is not or ceases to be obtainable for such risk on normal commercial terms in the
London insurance market at reasonable commercial rates generally available in the London insurance market for a property of this
type, size and location; and


 


‘VAT’ means
Value Added Tax and any other tax of a similar nature.


 


		1.2	In this Lease unless there be
                                         something in the context inconsistent therewith -



 


		(a)	words importing the masculine
                                         gender shall include the feminine gender and vice versa and words importing the singular
                                         shall include the plural and vice versa and words importing persons and all references
                                         to persons shall include companies, corporations and firms and vice versa;



 


		(b)	if at any time two or more
                                         persons are included in the expression the `Landlord’, the ‘Tenant’
                                         or the ‘Surety’ then covenants contained in this Lease or implied by or on
                                         the part of the Landlord, the Tenant or the Surety as the case may be shall be deemed
                                         to be and shall be construed as covenants entered into by and binding on such persons
                                         jointly and severally;



 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



  





    	 	PAGE 6	 



     


    

 


		(c)	wherever the consent or
                                         approval of the Landlord is required it may be given subject to the Tenant obtaining
                                         any necessary further consent or approval under any headlease and nothing in this Lease
                                         implies that such further consent or approval under any headlease will not be unreasonably
                                         withheld;



 


		(d)	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;



 


		(e)	references to ‘lease’
                                         shall include ‘underlease’ and vice versa.



 


		2	DEMISE AND
                                         RENT



 


The Landlord at the request
of the Surety demises unto the Tenant ALL THOSE the Premises TOGETHER with the particular rights set out in Schedule
1 BUT EXCEPT AND RESERVED AND SUBJECT to the particular rights and matters set out in Schedule 2 AND SUBJECT ALSO
to the matters contained or referred to in the documents brief particulars of which are set out in Schedule 3 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 time less than a year without any deductions whatsoever the following
rents namely -


 


		2.1	from and including the Term
                                         Commencement Date until and including 26 May 2017 the yearly rent of £***
                                         per annum and from and including 27 May 2017 for
                                         the remainder of the Term the yearly rent of £*** per annum or such
                                         higher yearly rent as may become payable pursuant to review under clause 6, such sums
                                         payable by equal quarterly payments in advance on the four usual quarter days in each
                                         year of which the first payment (being the due proportion for the period commencing on
                                         and including the Term Commencement Date and ending on and including the day before the
                                         first quarter day after the Term Commencement Date) shall be paid on or before the date
                                         of this Lease;



 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 7	 



     


    

 


		2.2	from and including the Term
                                         Commencement Date until and including 26 May 2031 by equal quarterly payments in
                                         advance on the four usual quarter days in each year, the Fit Out Rent, of which the first
                                         payment (being the due proportion for the period commencing on and including the Term
                                         Commencement Date and ending on and including the day before the first quarter day after
                                         the Term Commencement Date) shall be paid on or before the date of this Lease;



 


		2.3	throughout the Term sums equal
                                         to a just proportion fairly attributable to the Premises of the total amounts which the
                                         Landlord shall from time to time expend by way of premium and incidental costs (including
                                         the cost of periodic valuations and any premium payable under any headlease and the whole
                                         of any increase in any premium from time to time as a result of or arising out of the
                                         manner or the purposes in or for which the Premises are kept used and occupied) in effecting
                                         and maintaining the several insurances referred to in clause 4.1 (together with any insurance
                                         effected by the Landlord against public liability risks in respect of the Science Park)
                                         each such sum to be paid within 14 days following written demand the first such payment
                                         in respect of amounts already so expended by the Landlord (being the due proportion commencing
                                         on and including the Term Commencement Date to the next renewal date or dates for such
                                         insurances) to be paid on or before the date of this Lease and in the event of any dispute
                                         as to any such sum the same shall be determined by the Landlord’s surveyor (acting
                                         as an independent expert and not as an arbitrator) whose determination shall in the absence
                                         of manifest error be final and binding on the parties;



 


		2.4	throughout the Term sums equal
                                         to the Service Charge at the times and in the manner specified in Schedule 4; 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 –


 




    	 	PAGE 8	 



     


    

 


		3.1	PAY RENT



 


		(a)	To pay the Principal Rent,
                                         the Fit-Out Rent, the Insurance Rent and the Service Charge at the times and in the manner
                                         required by clause 2 without deduction or set off and to pay the Principal Rent, the
                                         Fit-Out Rent and the Fixed Charge (as defined in Schedule 5) by bankers standing
                                         order or similar form of bank transfer if so required by the Landlord.



 


		(b)	To pay all rents and other
                                         sums as they fall due under this Lease whether or not such rents or other sums relate
                                         to a period before the Term became vested in the Tenant (provided such rents or other
                                         sums do not relate to any period prior to the commencement of the Term).



 


		3.2	PAY OUTGOINGS



 


		(a)	To pay and keep the Landlord
                                         fully indemnified from and against all liability for all general and other rates of whatever
                                         nature or kind and all taxes, charges, duties, levies, assessments, impositions and outgoings
                                         whatever (whether parliamentary, parochial, local or of any other description) which
                                         are now or may become rated taxed charged levied assessed or imposed upon the Premises
                                         or the owner, landlord, tenant or occupier of the Premises and whether or not required
                                         to be paid by the Tenant himself but ‘taxes’ does not include value added
                                         tax or taxes imposed on the Landlord in respect of the yearly rent reserved by this Lease
                                         or in respect of a disposal of the interest in immediate reversion to this Lease.



 


		(b)	Where not supplied directly
                                         by the relevant utility company to the Tenant to pay to the Landlord the cost (which
                                         may for the avoidance of doubt and without limitation include reasonable provision for
                                         management by the Landlord’s own staff) incurred by the Landlord in or incidental
                                         to arranging for the supply of services pursuant to clause 4.4 consumed at the Premises,
                                         such payment to be made in accordance with the provisions of Schedule 9 (which provisions
                                         are hereby incorporated).



 




    	 	PAGE 9	 



     


    

 


SAVE THAT whilst the Tenant
is GW Pharma Limited or a Group Company of GW Pharma Limited or of GW Pharmaceuticals plc Schedule 9 shall not apply and the Tenant
shall pay such cost within 14 days of written demand (and where not separately metered such cost shall be a due proportion determined
by the Landlord (acting reasonably) of such costs payable or incurred by the Landlord in respect of the Premises together with
other premises).


 


		3.3	REPAIR AND DECORATE



 


		(a)	(Damage by the Insured Risks
                                         always excepted unless the policy or policies of insurance effected by the Landlord against
                                         them shall be rendered void or payment of the insurance moneys be refused in whole or
                                         in part by reason of or arising out of any act, omission, neglect or default by the Tenant
                                         or any subtenant or other person under the control of the Tenant or any subtenant) to
                                         keep the Premises in good and substantial repair and in good decorative and clean condition
                                         with the glass cleaned both inside and (unless the cost of the same is being met by the
                                         Tenant as part of the Service Charge) outside at least once a month.



 


		(b)	(Without prejudice to the
                                         generality of the above obligations of the Tenant) in a good and workmanlike manner whenever
                                         necessary and also in the last three months of the Term (however and whenever it may
                                         terminate) to decorate the Premises and in the case of decoration in the last three months
                                         of the Term the Landlord shall have the right to insist on a particular colour scheme
                                         being used.



 


		3.4	OBSERVE LEGISLATION



 


		(a)	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 (together referred to
                                         in this clause 3.4 as ‘Acts’) (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 prescribed by law or the notice requiring the same (or
                                         if no time is so prescribed then within a reasonable time) to the reasonable satisfaction
                                         of the Landlord and to indemnify and keep the Landlord fully indemnified against all
                                         such requirements and all actions, proceedings, costs, claims, demands, expenses and
                                         liability whatever arising out of or in connection with non-observance or non-performance
                                         of such requirements.



 




    	 	PAGE 10	 



     


    

 


		(b)	At its own expense to obtain
                                         from the appropriate authorities all licences consents and permissions as may be required
                                         for the carrying out by the Tenant of any operations on or for the use of any part of
                                         the Premises.



 


		(c)	Not to do anything in the
                                         Premises or cause them to be used or occupied in such a way that the Landlord or any
                                         tenant or occupier of the Science Park is disabled from complying with any Acts in respect
                                         of the whole or any part of the Science Park or may under any Acts incur or have imposed
                                         upon it or become liable to pay any penalty damages compensation costs charges or expenses.



 


		(d)	In particular but without
                                         prejudice to the generality of the foregoing to comply with all the lawful requirements
                                         from time to time of the following bodies or their successors -



 


		(i)	Health and Safety Executive;



 


		(ii)	Environment Agency;



 


		(iii)	Home Office;



 


		(iv)	Department of Health;



 


		(v)	***                   



 


		(vi)	HM Revenue and Customs;



 


		(vii)	Department for Environment
                                         Food and Rural Affairs; and



 


		(viii)	Health Protection Agency.



 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



  





    	 	PAGE 11	 



     


    

 


		3.5	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 the state and
condition evidenced in the Reinstatement Specification and the Tenant agrees at the end or sooner determination of the Term -


 


		(a)	to hand over to the Landlord
                                         all keys relating to the Premises; and



 


		(b)	to provide the Landlord
                                         with details of the utility companies providing utilities to the Premises and with sufficient
                                         details of the Tenant’s accounts with such utility companies (so far as relating
                                         to the Premises) to enable the Landlord to contact the utility companies in relation
                                         to such accounts.



 


		3.6	ENTRY BY LANDLORD



 


		(a)	To permit the Landlord and
                                         others authorised by the Landlord after at least three days’ prior notice (except
                                         in an emergency when no notice need be given) to enter upon the Premises to view and
                                         inspect the Premises and ascertain how the Premises are being used and occupied and their
                                         state and condition and to take schedules of all landlord’s fixtures and fittings
                                         and to estimate the current value of the Premises for insurance, mortgage or other purposes
                                         and to carry out an Environmental Audit.



 


		(b)	Whenever on any such inspection
                                         anything is found which constitutes a breach, non-performance or non-observance of the
                                         covenants on the part of the Tenant contained in this Lease and of which the Landlord
                                         gives notice to the Tenant to commence to remedy and make good the same within one month
                                         of the date of such notice (or immediately in the case of any breach, non-performance
                                         or non-observance of clause 3.26 or in respect of any other matter which the Landlord
                                         reasonably deems as requiring immediate remedial action) and thereafter proceed diligently
                                         with the requisite works but if the Tenant shall fail so to do to permit the Landlord
                                         if it so desires (although the Landlord shall be under no obligation so to do) without
                                         prejudice to the Landlord’s right of re-entry or any other right or remedy of the
                                         Landlord to enter upon the Premises with contractors, workmen and others and all necessary
                                         equipment, tools and materials and to execute or complete such works and to pay to the
                                         Landlord on written demand either during or on completion of such works as the Landlord
                                         may require the costs and expenses incurred by the Landlord together with all solicitors’,
                                         surveyors’ and other professional fees and expenses incurred by the Landlord in
                                         relation to such works.



 




    	 	PAGE 12	 



     


    

 


		3.7	WORKS TO ADJOINING OR NEIGHBOURING
                                         PREMISES



 


To permit the Landlord and others
authorised by the Landlord 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 written notice (except in an emergency when
no prior written notice need be given) in order to carry out repairs, alterations, additions 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 -


 


		(a)	be accompanied at all times
                                         by a representative of the Tenant (provided such a representative is made available for
                                         such purpose);



 


		(b)	cause as little inconvenience
                                         and disruption as possible to the Tenant and the other occupiers of the Premises; and



 


		(c)	with the minimum of delay
                                         and make good all damage thereby caused to the Premises to the reasonable satisfaction
                                         of the Tenant.



 


		3.8	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 -


 




    	 	PAGE 13	 



     


    

 


		(a)	any notice under section
                                         146 or 147 Law of Property Act 1925 requiring the Tenant to remedy a breach of any of
                                         the Tenant’s obligations hereunder notwithstanding forfeiture for any such breach
                                         shall be avoided otherwise than by relief granted by the Court;



 


		(b)	any notice to repair or
                                         schedule of dilapidations accrued at or prior to the end or sooner determination of the
                                         Term whether served during or within three months after the end of the Term;



 


		(c)	the payment of any arrears
                                         in the rents reserved by this Lease;



 


and in default of payment all
such sums shall be recoverable as rent in arrears.


 


		3.9	USER



 


		(a)	Not to use the Premises
                                         otherwise than for any use within Class B1 of the Town and Country Planning (Use Classes)
                                         Order 1987 (as in force at the date of the agreement for lease pursuant to which this
                                         Lease was entered into) (but not as diplomatic offices or as a betting office or bookmaker’s
                                         office) and not in any other manner or for any other purpose or for any immoral or unlawful
                                         purpose or for any sale by auction and the Tenant acknowledges that nothing in this Lease
                                         constitutes a warranty that the above use complies or will continue to comply with the
                                         Planning Acts and the Tenant shall not be entitled to any relief or compensation whatsoever
                                         from the Landlord in that respect.



 


		(b)	Not to keep any animal on
                                         or about the Premises nor to conduct allow or permit to be conducted anywhere on or about
                                         the Premises any research or experiments of any kind on or involving animals of whatever
                                         kind whether live or dead.



 


		(c)	Not to carry out (nor to
                                         allow or permit to be carried out) on or from the Premises research into or involving
                                         any of the following -



 


		(i)	genetic modification within
                                         the meaning of Directive 2001/18/EC;



 




    	 	PAGE 14	 



     


    

 


		(ii)	human embryology within the
                                         meaning of the Human Fertilisation and Embryology Act 1990 (as amended); and/or



 


		(iii)	cloning, being (for the
                                         purposes of this clause) any process, including techniques of embryo splitting, designed
                                         to create a human being (or animal) with the same nuclear genetic information as
                                         another living or deceased human being (or animal as the case may be).



 


		(d)	Not to overload any floor
                                         of the Premises or any lift in or serving the Premises and not to pass anything of a
                                         harmful nature through the Conducting Media in or serving the Premises (whether exclusively
                                         or jointly with other premises) or do anything at the Premises which shall be or may
                                         become a nuisance (whether indictable or not) or which shall cause any damage or disturbance
                                         to the Landlord or the owners, tenants or occupiers from time to time of any adjoining
                                         or neighbouring premises.



 


		3.10	ALTERATIONS



 


		(a)	(Without prejudice to sub
                                         clause (b) of this clause) not to carry out any alterations, additions or other works
                                         to the Premises (whether structural or non-structural) without the prior written consent
                                         of the Landlord having been obtained (such consent not to be unreasonably withheld or
                                         delayed and provided that — without prejudice to the generality of the foregoing
                                         — it shall be reasonable for the Landlord to withhold consent in any circumstances
                                         where a proposed alteration or addition to any of the Conducting Media or the systems
                                         for the supply of heating, air-conditioning (if any), lighting, electric power or water
                                         installed within or upon the Premises would or might have a material adverse impact upon
                                         the Existing EPC rating (and it is agreed that a downgrade in the Existing EPC rating
                                         shall constitute a material adverse impact).



 


		(b)	Not to carry out any alterations,
                                         additions or other works to the Premises before all necessary approvals, consents, licences,
                                         permits or permissions of any competent authority, body or person have been obtained
                                         and such alterations, additions or works shall be carried out strictly in accordance
                                         with their terms and conditions.



 




    	 	PAGE 15	 



     


    

 


		(c)	To permit the Landlord and
                                         others authorised by the Landlord to enter upon the Premises at reasonable hours during
                                         the daytime for the purpose of seeing that all alterations, additions or other works
                                         are being or have been carried out in all respects in conformity with this clause and
                                         immediately upon being required to do so to remove any alteration, addition or other
                                         works of or to the Premises which do not so conform or in respect of which any such approvals,
                                         consents, licences, permits or permissions of the competent authority, body or person
                                         have been withdrawn or have lapsed and thereupon to make good all damage caused to the
                                         Premises and restore and reinstate all affected parts of the Premises to the reasonable
                                         satisfaction of the Landlord.



 


		(d)	If any alterations or additions
                                         are made to the Premises, within 30 days following completion of such works to give written
                                         notice to the Landlord and at the same time (or at such later date as is reasonable)
                                         to provide to the Landlord a copy of the as-built drawings for such works.



 


		(e)	To pay as additional rent
                                         any sums which the Landlord may properly expend by way of additional premiums for the
                                         insurance of the Premises by reason of any alterations or additions made to the Premises
                                         by the Tenant.



 


		3.11	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).


 




    	 	PAGE 16	 



     


    

 


		3.12	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).


 


		3.13	PLANNING ACTS



 


		(a)	Without prejudice to the
                                         generality of clause 3.4 fully to observe and perform all the requirements of the Planning
                                         Acts in respect of the Premises or their use and all the requirements of any approval,
                                         consent, licence, permit or permission granted under the Planning Acts which remain lawfully
                                         enforceable and affect the Premises and to indemnify and keep the Landlord fully indemnified
                                         from and against all actions, proceedings, costs, claims, demands, expenses and liability
                                         whatsoever arising out of or in connection with any non-observance or non-performance
                                         of this covenant.



 


		(b)	No application shall be
                                         made for any approval, consent, licence, permit, permission, certificate or determination
                                         under the Planning Acts in respect of the Premises without the prior written consent
                                         of the Landlord (such consent not to be unreasonably withheld or delayed).



 


		(c)	Unless the Landlord shall
                                         otherwise direct in writing to carry out to the reasonable satisfaction of the Landlord
                                         during the Term (however and whenever it may terminate) all works to the Premises which
                                         as a condition of any such approval, consent, licence, permit or permission obtained
                                         by or on behalf of the Tenant or any subtenant are required to be carried out at the
                                         Premises by a date after the Term (however and whenever it may terminate).



 


		(d)	The Tenant shall not be
                                         liable for any costs arising in relation to compliance with or the failure to comply
                                         with the Planning Agreement by any person.



 




    	 	PAGE 17	 



     


    

 


		3.14	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 lawful adjoining or neighbouring premises in making
such objections or representations against or in respect of any such notice as the Landlord may reasonably and properly require
provided that such objections or representations are not adverse to the legitimate business interests of the Tenant.


 


		3.15	INSURER’S REQUIREMENTS



 


		(a)	(Save with the prior written
                                         consent of the Landlord) nothing of a noxious, dangerous, explosive or inflammable nature
                                         shall be stored, placed or kept or remain on the Premises nor (subject and to the extent
                                         that the Tenant has received appropriate details and notification from the Landlord of
                                         such insurances) shall any other thing be done in or about the Premises by the Tenant
                                         or any subtenant 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.



 


		(b)	To repay to the Landlord
                                         upon written demand as part of the Insurance Rent an amount equal to any such increased
                                         premium referred to in sub clause (a) of this clause as may become so payable.



 


		(c)	If the Premises or any other
                                         premises shall be destroyed or damaged as a result of any matter referred to in sub clause
                                         (a) of this clause or as a result of any act, omission, neglect or default by or on the
                                         part of the Tenant or any subtenant or any person under the control of the Tenant or
                                         any subtenant as a result of which any policy of insurance maintained by the Landlord
                                         is rendered void or payment of the insurance money is refused in whole or in part, to
                                         pay to the Landlord within 21 days of written demand the amount so refused or which would
                                         (other than for the policy having been rendered void as aforesaid) have been payable.



 




    	 	PAGE 18	 



     


    

 


		3.16	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 or in any of the events set out in clause 5.2)
to affix and retain on any part of the Premises (but not so as materially to interfere with any trade or business carried on at
the Premises or with reasonable access of light and air to the Premises) notices and boards relating to any proposed disposal
by the Landlord of its interest in the Premises 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.


 


		3.17	PROHIBITED ALIENATION



 


		(a)	The Tenant shall not assign,
                                         transfer, mortgage or charge any part (as opposed to the whole) of the Premises nor,
                                         save as permitted by Clauses 3.17(b), 3.18, and 3.19, assign, transfer, part with or
                                         share possession or occupation of the whole of the Premises or underlet, part with or
                                         share possession of any part of the Premises.



 


		(b)	Nothing in clause 3.17(a)
                                         shall restrict the right of the Tenant to allow any Group Company to occupy or share
                                         the occupation of the Premises from time to time which the Tenant shall be entitled to
                                         do without the consent of the Landlord PROVIDED THAT -



 


		(i)	no relationship of landlord
                                         and tenant shall be created or deemed to exist between the Tenant and the Group Company;



 




    	 	PAGE 19	 



     


    

 


		(ii)	the Group Company shall not
                                         be permitted to have exclusive occupation of the whole or any part or parts of the Premises;
                                         and



 


		(iii)	the relevant company shall
                                         vacate the Premises forthwith upon ceasing to be a Group Company.



 


		3.18	ASSIGNMENT



 


		(a)	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 -



 


		(i)	to withhold its consent in
                                         the circumstances set out in sub clause (c);



 


		(ii)	to impose all or any of the
                                         matters set out in sub clause (d) as a condition of its consent.



 


		(b)	The provisos to sub clause
                                         (a) shall operate without prejudice to the right of the Landlord to withhold such consent
                                         on any other ground or grounds where such withholding of consent on such other ground
                                         or grounds would be reasonable or to impose any further condition or conditions upon
                                         the grant of consent where the imposition of such condition or conditions would be reasonable.



 


		(c)	The circumstances referred
                                         to in sub clause (a)(i) are as follows -



 


		(i)	where the assignee is a Group
                                         Company unless in the reasonable opinion of the Landlord the assignee (when assessed
                                         together with any proposed guarantor for the assignee) is of at least equivalent financial
                                         standing to the Tenant; and



 


		(ii)	where in the reasonable opinion
                                         of the Landlord the assignee is not a Gateway Tenant.



 




    	 	PAGE 20	 



     


    

 


		(d)	The conditions referred
                                         to in sub clause (a)(ii) are as follows -



 


		(i)	the execution and delivery
                                         by the Tenant to the Landlord prior to the assignment in question of a deed of guarantee
                                         (being an Authorised Guarantee Agreement);



 


		(ii)	the payment to the Landlord
                                         of all rents which have fallen due under the Lease prior to the date of assignment;



 


		(iii)	the giving of any requisite
                                         consent of any superior landlord or mortgagee and the fulfilment of any lawful condition
                                         of such consent; and



 


		(iv)	if reasonably required by
                                         the Landlord either -



 


		(1)	the execution and delivery
                                         to the Landlord prior to the assignment of a rent deposit deed in such form as the Landlord
                                         shall reasonably require together with the payment to the Landlord by way of cleared
                                         funds of the amount of the rent deposit (being a reasonable sum) specified in the rent
                                         deposit deed; or



 


		(2)	the execution and delivery
                                         to the Landlord of a deed of guarantee entered into by a third party guarantor reasonably
                                         acceptable to the Landlord incorporating the provisions of Schedule 6.



 


		3.19	SUBLETTING



 


		(a)	Not to sublet the whole
                                         of the Premises (and not to sublet a Permitted Part, meaning a complete floor or floors
                                         of the Premises) Provided for the avoidance of doubt that there shall be no more than
                                         two underleases of Permitted Parts in existence at any one time (not including the Tenant’s
                                         own occupation of the Premises) except in accordance with the provisions of sub clauses
                                         (b), (c), (d), (e) and (f) of this clause 3.19.



 


		(b)	Not to sublet the Premises
                                         or agree to sublet the Premises (or a Permitted Part) at less than the open market rent
                                         then reasonably obtainable for the whole or the Permitted Part (as the case may be) of
                                         the Premises with vacant possession without fine or premium being taken (but this shall
                                         not preclude the payment of any fine or premium or concessions or incentives which are
                                         standard in the market at the time of the subletting) nor to do so without provision
                                         for upwards only review of such rent as at each Review Date (as defined in clause 6.1(a))
                                         which shall occur during the term of the relevant underlease in a similar manner (mutatis
                                         mutandis) as provided in clause 6 and every permitted underlease (whether mediate or
                                         immediate) of the whole or any Permitted Part of the Premises shall (so far as applicable)
                                         contain covenants by the subtenant in the same form as those contained in clauses 3.17,
                                         3.18 and 3.19.



 




    	 	PAGE 21	 



     


    

 


		(c)	Before or at the same time
                                         as any subletting of the whole of the Premises or of a Permitted Part of the Premises
                                         shall be effected the proposed subtenant shall enter into direct covenants with the Landlord
                                         in such form as the Landlord shall reasonably require to observe and perform all the
                                         covenants and agreements on the part of the Tenant and the stipulations and conditions
                                         contained in this Lease (other than the payment of the Principal Rent, the Fit-Out Rent,
                                         the Insurance Rent and the Service Charge) during the term of the underlease.



 


		(d)	Any underlease shall contain
                                         a valid and effective agreement to exclude the provisions of sections 24-28 (inclusive)
                                         of the Landlord and Tenant Act 1954 in relation to such underlease.



 


		(e)	The Tenant shall not sublet
                                         the Premises or agree to sublet the Premises otherwise than to a subtenant who in the
                                         reasonable opinion of the Landlord is a Gateway Tenant.



 


		(f)	Subject and without prejudice
                                         to the other provisions of this clause there shall be no subletting of the whole of the
                                         Premises or of a Permitted Part of the Premises without the prior written consent of
                                         the Landlord (such consent not to be unreasonably withheld or delayed).



 


		(g)	Notwithstanding the remainder
                                         of clauses 3.17, 3.18 and 3.19, the Tenant shall be entitled to share occupation of the
                                         whole or part of the Premises with any Group Company on terms which do not create any
                                         relationship of landlord and tenant provided that -



 




    	 	PAGE 22	 



     


    

 


		(i)	the Tenant shall give notice
                                         to the Landlord within 28 days of the commencement or termination of such arrangement;
                                         and



 


		(ii)	any such arrangement shall
                                         terminate on the Tenant and any such member of the group ceasing to be Group Companies.



 


		3.20	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 subletting of the Premises
or a Permitted Part and upon every other disposition or transmission or devolution of the Premises (including all Orders of Court,
Probates and Letters of Administration) 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 such solicitors’ reasonable fee of not less than £*** for such registration shall be paid by the Tenant.


 


		3.21	ENCROACHMENTS



 


		(a)	Not to effect, authorise
                                         or permit any encroachment upon or acquisition of any right, easement, quasi-right, quasi-easement
                                         or privilege adversely affecting the Premises or any closing or obstruction of the access
                                         of light or air to any windows or openings of the Premises nor to give any acknowledgement
                                         to any third party that the enjoyment of access of light or air is by the consent of
                                         such third party or give any consideration to any third party or enter into any agreement
                                         with any third party for the purpose of inducing or binding such third party to abstain
                                         from obstructing the access of light or air.



 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 23	 



     


    

 


		(b)	If any such encroachment
                                         or acquisition or closing or obstruction shall be threatened or attempted to give notice
                                         of the dealing to the Landlord as soon as the same comes to the knowledge of the Tenant
                                         or of any subtenant and upon request by the Landlord to take immediate steps (in conjunction
                                         with the Landlord and other interested persons if the Landlord shall so require) and
                                         to adopt all such lawful means and do all such lawful things as the Landlord may reasonably
                                         deem appropriate for preventing any such encroachment or acquisition.



 


		3.22	COSTS OF APPLICATIONS



 


To pay all reasonable and proper
costs and expenses (including surveyors’ fees and solicitors’ charges and all disbursements) reasonably and properly
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 save where a consent is withheld
unlawfully or unlawful conditions are imposed.


 


		3.23	OBSERVE DOCUMENTS



 


By way of indemnity only to
observe and perform the agreements, covenants and stipulations contained or referred to in the documents brief particulars of
which are set out in Schedule 3 in so far as the same are still subsisting, relate to the Premises and are capable of being enforced
against the Premises or the owner, landlord, tenant or occupier of the Premises and to keep the Landlord throughout the Term fully
indemnified against all actions, proceedings, costs, claims, demands, expenses and liability in any way incurred by or made against
the Landlord arising as a result of a breach by the Tenant of this covenant.


 


		3.24	ENERGY PERFORMANCE CERTIFICATE



 


		(a)	Not to obtain an EPC for
                                         the Premises without the consent of the Landlord (not to be unreasonably withheld or
                                         delayed where an EPC is required by statute).



 




    	 	PAGE 24	 



     


    

 


		(b)	Where supplied directly
                                         to the Tenant by the relevant utility company rather than by the Landlord, to provide
                                         to the Landlord within a reasonable period following written request any such information
                                         to the extent that the same is in the possession of the Tenant as may be reasonably required
                                         to enable the Landlord to measure or assess energy consumed at the Premises.



 


		(c)	It shall be reasonable for
                                         the Landlord to withhold consent pursuant to clause 3.24(a) if -



 


		(i)	the Existing EPC remains valid;
                                         or



 


		(ii)	the Landlord provides to
                                         the Tenant a valid EPC for the Premises; or



 


		(iii)	the Landlord agrees to obtain
                                         an EPC for the Premises.



 


		(d)	If the Tenant requests (and
                                         the Landlord provides) any information in order to allow an energy assessor to prepare
                                         an EPC then the Tenant shall on demand pay to the Landlord the Landlord’s costs
                                         and expenses incurred in providing such information.



 


		3.25	KEYHOLDER



 


To ensure that at all times
the Landlord has written notice of the name home address and home telephone number of at least two keyholders of the Premises.


 


		3.26	ENVIRONMENTAL LIABILITY



 


		(a)	In this clause -



 


		(i)	‘Environmental Claim’
                                         means any formal written notice given by any person or body including without limitation
                                         any relevant enforcing or regulatory authority alleging liability or potential liability
                                         including (without limitation) investigatory costs remedial costs administrative costs
                                         fines damages and penalties arising out of or based on or resulting from either regulatory
                                         civil or criminal action relating to either the presence or release migration or escape
                                         into the environment of any Hazardous Materials and forming the basis of any infringement
                                         of any Environmental Laws;



 




    	 	PAGE 25	 



     


    

 


		(ii)	‘Environmental Laws’
                                         means all legal requirements relating to the pollution or protection of the environment
                                         (as defined in Section 1(2) of the Environmental Protection Act 1990) or harm to
                                         human health or the environment including without limitation those relating to Environmental
                                         Matters or otherwise relating to the manufacture processing distribution use treatment
                                         storage keeping disposal transport or handling of Hazardous Materials or of goods containing
                                         Hazardous Materials;



 


		(iii)	‘Environmental
                                         Matters’ means waste (as defined in Section 75 of the Environmental Protection
                                         Act 1990), contaminated land, discharges and emissions of Hazardous Materials into any
                                         environmental medium, noise and vibration, heat light and radiation, dangerous hazardous
                                         or toxic substances and materials, nuisance (including statutory nuisance) and health
                                         and safety;



 


		(iv)	‘Hazardous Materials’
                                         means all chemicals pollutants contaminants waste petroleum petroleum products pesticides
                                         dangerous or noxious or hazardous or toxic or carcinogenic or radioactive or explosive
                                         or combustible or inflammable substances and materials (in each case whether in the form
                                         of a solid liquid, gas or vapour, and whether alone or in combination) which are in each
                                         case causing or in a condition capable of causing harm or damage to the environment or
                                         to the health and safety of persons;



 


		(v)	‘Pre-existing Environmental
                                         Matters’ means the presence of any Hazardous Materials at the Premises or any
                                         Environmental Matters in existence at the Premises in either case prior to the first
                                         occupation of the Premises by the Tenant (except to the extent the condition of such
                                         Hazardous Materials or Environmental Matters has been made worse by the act or negligent
                                         omission of the Tenant).



 




    	 	PAGE 26	 



     


    

 


		(b)	Save in relation to Pre-existing
                                         Environmental Matters, not to discharge or permit or suffer to be discharged any Hazardous
                                         Materials from the Premises to any adjoining or neighbouring property and not to cause
                                         contamination or pollution at, on, in or under the Premises.



 


		(c)	As soon as is reasonably
                                         practicable to notify the Landlord in writing of the following and to supply to the Landlord
                                         such further information relating to such matters as the Landlord may reasonably (save
                                         for information which has the benefit of legal privilege) require -



 


		(i)	the presence at the Premises
                                         of any Hazardous Materials in any condition or any occurrence on the Premises that either
                                         results or could result in the breach of the terms of this Lease relating to Environmental
                                         Matters or that might form the basis of an Environmental Claim in respect of the Premises
                                         or any other property;



 


		(ii)	any pending or threatened
                                         Environmental Claim in respect of the Premises.



 


		(d)	If the Landlord acting reasonably
                                         shall believe that the terms of this Lease relating to Environmental Matters have been
                                         breached or that Hazardous Materials (other than petrol in the petrol tanks of vehicles
                                         at the Premises in accordance with the provisions of this Lease or usual waste or any
                                         Hazardous Materials used in the ordinary course of the Tenant’s business which
                                         have been notified to and approved by the Landlord acting reasonably) have been brought
                                         on to the Premises then the Landlord may cause an independent environmental consultant
                                         chosen by the Landlord to make an inspection of the Premises (including making such tests
                                         and taking such samples as the consultant considers necessary or desirable) on such terms
                                         as the Landlord shall reasonably determine Provided that if such inspection reveals that
                                         the terms of this Lease have been so breached the Tenant shall pay to the Landlord on
                                         demand the costs and expenses of such inspection.



 




    	 	PAGE 27	 



     


    

 


		(e)	Whenever required by the
                                         Landlord and save in relation to Pre-existing Environmental Matters, the Tenant shall
                                         at the Landlord’s option either -



 


		(i)	carry out at the Tenant’s
                                         expense such remedial works as the Landlord shall reasonably require to ensure that the
                                         Premises comply with all Environmental Laws insofar as any act default or omission of
                                         the Tenant has caused or is causing a breach of such laws; or



 


		(ii)	grant the Landlord uninterrupted
                                         access to carry out such remedial works and reimburse the Landlord on demand all costs
                                         and expenses of and associated with such remedial works.



 


		(f)	Save in relation to Pre-existing
                                         Environmental Matters, to keep the Landlord indemnified from and against all expenses,
                                         costs, claims, demands, losses, liabilities, damages, fines and penalties which the Landlord
                                         may suffer or incur as a consequence of Environmental Claims arising out of any act default
                                         or omission of the Tenant and against all expenses, costs, claims, demands, losses, liabilities,
                                         damages, fines and penalties in respect of or arising from damage to or pollution of
                                         the environment or damage to property or harm to human health caused or permitted by
                                         the Tenant at the Premises and against all expenses, costs, claims, demands, losses,
                                         liabilities, damages, fines and penalties arising from the Tenant’s breach of its
                                         covenants given in this clause 3.26.



 


		(g)	To comply with the Regulations
                                         and all such further reasonable regulations and directions as the Landlord may from time
                                         to time make and provide to the Tenant in writing. Insofar as there is any inconsistency
                                         between the terms of such regulations or directions and this Lease, the terms of this
                                         Lease shall prevail.



 


		(h)	The Tenant hereby acknowledges
                                         and covenants that its obligations and all its liabilities in relation to all Environmental
                                         Claims and environmental matters arising during the subsistence of this Lease shall continue
                                         despite expiry or sooner determination of this Lease.



 




    	 	PAGE 28	 



     


    

 


		4	LANDLORD’S
                                         COVENANTS



 


The Landlord COVENANTS
with the Tenant as follows -


 


		4.1	INSURE



 


		(a)	To insure and (unless such
                                         insurance shall become void by reason of any act, omission, neglect or default by or
                                         on the part of the Tenant or any subtenant or other person under the control of the Tenant
                                         or any subtenant) to keep insured (and pay all premiums for insuring) the Science Park
                                         including the Premises (whether or not with other premises) with a reputable insurance
                                         office in the United Kingdom against loss or damage by the Insured Risks for the full
                                         reinstatement cost together with insurance against -



 


		(i)	architects’, surveyors’
                                         and other professional advisers’ fees at the usual scales current for the time
                                         being and the cost of demolition and site clearance consequent upon rebuilding or reinstatement;
                                         and



 


		(ii)	three years’ loss of
                                         the Principal Rent, the Fit-Out Rent and the Service Charge or loss of the Principal
                                         Rent, the Fit-Out Rent and the Service Charge for such longer period as the Landlord
                                         shall in its absolute discretion (acting reasonably) deem necessary for the rebuilding
                                         or reinstatement of the Premises taking into account any likely increases in such rents
                                         during such period



 


subject to such exclusions, conditions,
limitations and uninsured excesses as the insurer may reasonably apply, provided that the Landlord shall use reasonable endeavours
to ensure that any such exclusions, conditions, limitations and uninsured excesses are no more onerous than would be applied as
standard in the London insurance market to a policy at normal commercial rates for a property of this location, size and type.


 




    	 	PAGE 29	 



     


    

 


		(b)	If the Premises (or those
                                         parts of the Centre Common Parts that provide access to the Premises) shall at any time
                                         or times be destroyed or damaged by any of the Insured Risks -



 


		(i)	to apply all such moneys (except
                                         moneys received in respect of loss or damage of or to such adjoining or neighbouring
                                         premises or any fixtures and fittings liability to third parties or loss of rent) as
                                         the Landlord may receive under or by virtue of such insurance in rebuilding or reinstating
                                         the Premises or such parts as may have been damaged or destroyed or the means of access
                                         to the same (as the case may be) as expeditiously as possible (subject always to the
                                         Landlord being able to obtain all such approvals, consents, licences, permits and permissions
                                         from any superior landlord or other competent authorities (which the Landlord shall use
                                         reasonable endeavours to obtain) and all such materials and labour as may be necessary
                                         for such rebuilding and reinstatement); and



 


		(ii)	(save to the extent payment
                                         of the insurance moneys shall be refused in whole or in part by reason of any act, omission,
                                         neglect or default by or on the part of the Tenant or any subtenant or other person under
                                         the control of the Tenant or any subtenant and the Tenant fails to pay such monies to
                                         the Landlord in accordance with clause 3.15(c)) to pay any shortfall out of its own moneys.



 


		(c)	To cause a note of the Tenant’s
                                         interest (either generally or specifically) to be endorsed on the insurance policy or
                                         policies and 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 or
                                         policies required to be effected by the Landlord in respect of the Science Park (including
                                         the Premises) pursuant to this clause 4.1 and reasonable evidence of the payment of the
                                         insurance premium for the same.



 




    	 	PAGE 30	 



     


    

 


		4.2	QUIET ENJOYMENT



 


That the Tenant paying the Principal
Rent, the Fit-Out Rent (if applicable) the Insurance Rent, the Service Charge 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 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 or by title paramount.


 


		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 and so long as the
Tenant shall pay the Service Charge) to use its best endeavours to carry out the works and to provide the services referred to
in Schedule 4 Part B, and provided that the Landlord shall not be liable to the Tenant for any loss, damage or inconvenience which
may be caused because of -


 


		(a)	temporary interruption of
                                         such services during periods of inspection, maintenance, repair and renewal so long as
                                         such periods are kept as short as reasonably practicable and the Landlord shall use all
                                         reasonable endeavours to prevent or mitigate the effect of such interruption and to restore
                                         the services as soon as possible; or



 


		(b)	the breakdown, failure,
                                         stoppage, leaking, bursting or defect of any Conducting Media provided the Landlord uses
                                         its best endeavours to remedy such matters (so far as they are within its control)
                                         as soon as reasonably practicable.



 


		4.4	PROVISION OF POWER WATER
                                         ETC



 


		(a)	Until such time (if any)
                                         as the Landlord shall arrange for the provision of all or any of the following services
                                         directly from the relevant utility company the Landlord shall subject to the Tenant paying
                                         the outgoings referred to in clause 3.2(b) use all reasonable endeavours to procure
                                         the supply of the following services to the Premises -



 




    	 	PAGE 31	 



     


    

 


		(i)	electricity;



 


		(ii)	heated water;



 


		(iii)	mains raw water;



 


		(iv)	sewerage;



 


		(v)	medium temperature hot water
                                         for heating.



 


		(b)	The Landlord may upon written
                                         notice to the Tenant of not less than five working days suspend for such reasonable period
                                         as may be necessary for repair replacement modernisation (including works to supply any
                                         service to the Premises directly from the relevant utility company) any of the services
                                         referred to in clause 4.4(a) and in any event the Landlord shall be under no liability
                                         in respect of any failure in the performance or observance of any such obligation Provided
                                         that if such suspension exceeds 24 continuous hours the landlord shall at its own cost
                                         provide a means of supplying equivalent temporary services.



 


		(c)	All liability on the part
                                         of the Landlord pursuant to this clause shall cease in respect of any service which the
                                         Landlord shall, acting reasonably and in the interest of good estate management (but
                                         without any obligation so to do), make arrangements to have supplied directly to the
                                         Premises by the relevant utility company.



 




    	 	PAGE 32	 



     


    

 


		5	PROVISOS



 


PROVIDED ALWAYS AND IT IS
AGREED as follows -


 


		5.1	INTEREST ON LATE PAYMENTS



 


		(a)	Whenever the whole or any
                                         part of the Principal Rent, the Fit-Out Rent, the Insurance Rent or the Service
                                         Charge (whether formally or legally demanded or not) or any other moneys which may become
                                         payable hereunder by the Tenant to the Landlord shall remain unpaid after becoming due
                                         and payable then the amount or the balance for the time being unpaid shall (without prejudice
                                         to the Landlord’s right of re-entry or any other right or remedy of the Landlord)
                                         as from the due date for payment and until the same is duly paid bear and carry interest
                                         thereon (as well after as before any judgment) at the rate of 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 in writing.



 


		(b)	In the event of there being
                                         any breach by the Tenant of the covenants on its part contained in this Lease and the
                                         Landlord having notified the Tenant in writing that by reason of such breach the Principal
                                         Rent, the Fit-Out Rent, the Insurance Rent or the Service Charge will not be accepted
                                         for the time being then the amount or the balance for the time being outstanding shall
                                         (but without prejudice as mentioned above) as from the date of the notice served by the
                                         Landlord in respect of such breach or (if later) from the due date for payment until
                                         the date on which payment is tendered by the Tenant following the remedying of such breach
                                         bear and carry interest thereon (as well after as before any judgment) at the above rate;



 


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 Principal
Rent, the Fit-Out Rent, the Insurance Rent, Service Charge and other moneys (as well after as before any judgment) at the
above 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 -


 


		(a)	any of the rents reserved
                                         by this Lease are unpaid for 21 days after becoming payable (whether formally demanded
                                         or not);



 




    	 	PAGE 33	 



     


    

 


		(b)	the Tenant is in breach
                                         of any of its obligations in this Lease;



 


		(c)	the Tenant (being a company)
                                         enters into liquidation whether compulsory or voluntary (other than for the purpose of
                                         reconstruction or amalgamation not involving a realisation of assets) or a resolution
                                         is passed or a petition is presented for such liquidation;



 


		(d)	an administrator is appointed
                                         in respect of the Tenant pursuant to the Insolvency Act 1986 or the Insolvent Partnerships
                                         Order or application is made for such administration or notice is given under paragraph
                                         15 or 26 of Schedule B1 to the Insolvency Act 1986 (as amended);



 


		(e)	a receiver is appointed
                                         in respect of the Tenant or any assets of the Tenant;



 


		(f)	(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;



 


		(g)	the Tenant becomes insolvent
                                         or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or makes
                                         a proposal for or enters into any composition with its or his creditors or makes a proposal
                                         for or enters into a voluntary arrangement (within the meaning of section 1 or section
                                         253 Insolvency Act 1986);



 


		(h)	distress, sequestration
                                         or execution is levied on the Tenant’s goods;



 


		(i)	any of the above events
                                         occurs in relation to the Surety (excluding for this purpose any person whose liability
                                         at the time of such event derives from an Authorised Guarantee Agreement); or



 


		(j)	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.


 




    	 	PAGE 34	 



     


    

 


		5.3	RENT CESSER



 


If the Premises or any part
of them or any access roads within the Science Park shall at any time or times be destroyed or damaged by any of the Insured Risks
so as to render the Premises unfit for occupation and use and/or inaccessible then and in every such case (save to the extent
provided in clause 4.1(b)(ii)) the Principal Rent, the Fit-Out 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 be suspended and cease to be payable for a period of three years (or for such other
period as the Landlord shall have insured under clause 4.1(a)) from the date of such damage or destruction or (if earlier) until
the Premises (or access roads within the Science Park, as the case may be) have been rebuilt or reinstated so that the Premises
are again fit for occupation and use and accessible and failing such agreement or in case any dispute shall arise as to the amount
of such suspension and/or such period the same shall be determined by an independent surveyor who shall -


 


		(a)	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;



 


		(b)	be appointed by the President
                                         or Vice President for the time being of the Royal Institution of Chartered Surveyors
                                         on the application of whichever of the Landlord and the Tenant shall first so apply;



 


		(c)	act as an expert and not
                                         as an arbitrator;



 


		(d)	on his appointment serve
                                         written notice on the Landlord and the Tenant;



 


		(e)	consider any written representations
                                         by or on behalf of the Landlord or the Tenant concerning such matter which are received
                                         by him within 28 days of such service but otherwise have an unfettered discretion to
                                         determine such matter;



 




    	 	PAGE 35	 



     


    

 


		(f)	serve notice of such determination
                                         on the Landlord and the Tenant as soon as he has made it;



 


		(g)	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	REINSTATEMENT PREVENTED



 


If the Premises or any part
of them or any access roads within the Science Park are destroyed or damaged by any of the Insured Risks and the Landlord has
not completed reinstatement of the Premises or the relevant access roads (so that the Premises are fit again for occupation and
use and accessible) within two years and nine months after the date of such damage or destruction then (unless payment of the
insurance moneys was refused in whole or in part by reason of any act, omission, neglect or default by or on the part of the Tenant
or any subtenant or other person under the control of the Tenant or any subtenant and the Tenant failed to pay such monies to
the Landlord in accordance with clause 3.15(c)) at any time thereafter this Lease may be terminated by either the Landlord or
the Tenant 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 (or the access roads) have been reinstated so that at that date the Premises
are again fit for occupation and use and accessible 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.


 




    	 	PAGE 36	 



     


    

 


		5.5	REINSTATEMENT FOLLOWING DAMAGE
                                         BY AN UNINSURED RISK



 


For the purpose of this clause
5.5 and clauses 5.6 and 5.7 below -


 


		(a)	these provisions shall apply
                                         from the date on which any Insured Risk becomes an Uninsured Risk but only in relation
                                         to the Uninsured Risk;



 


		(b)	references to an Insured
                                         Risk becoming an Uninsured Risk shall, without limitation, include the application by
                                         insurers of an exclusion, condition or limitation to an Insured Risk to the extent to
                                         which such risk thereby is or becomes an Uninsured Risk but -



 


		(i)	an Insured Risk shall not
                                         become an Uninsured Risk due to the Landlord’s failure to comply with the provisions
                                         of clause 4.1; and



 


		(ii)	an Insured Risk shall not
                                         become an Uninsured Risk owing to the act or default of the Tenant or any person deriving
                                         title under the Tenant or their respective agents, employees, licensees or contractors;



 


		(c)	the Landlord shall notify
                                         the Tenant in writing as soon as reasonably practicable after an Insured Risk becomes
                                         an Uninsured Risk.



 


		5.6	SUSPENSION OF RENT FOLLOWING
                                         DAMAGE BY AN UNINSURED RISK



 


If, during the Term, the Premises
or any part of them or any access roads within the Science Park shall be damaged or destroyed by an Uninsured Risk so as to make
the Premises or any part of them unfit for occupation or use or inaccessible -


 


		(a)	then the provisions of clause
                                         5.3 (except for the words ‘for a period of three years (or for such other period
                                         as the Landlord shall have insured under clause 4.1(a)) from the date of such damage
                                         or destruction or (if earlier)’) shall apply as if there had been damage or destruction
                                         by an Insured Risk;



 


		(b)	the Landlord may serve notice
                                         on the Tenant within six months of the date of damage or destruction (time being of the
                                         essence) confirming that it will reinstate the Premises (or the access roads as the case
                                         may be) (‘a Reinstatement Notice’); and



 




    	 	PAGE 37	 



     


    

 


		(c)	if the Landlord serves a
                                         Reinstatement Notice in accordance with clause 5.6(b) then clause 4.1(b) and clause
                                         5.4 shall apply as if there had been damage or destruction by an Insured Risk (but as
                                         though the period of two years and nine months mentioned in clause 5.4 were deemed to
                                         be a period of three years).



 


		5.7	REINSTATEMENT NOT PURSUED
                                         FOLLOWING DAMAGE BY AN UNINSURED RISK



 


If the Landlord does not serve
a Reinstatement Notice following damage or destruction by an Uninsured Risk, then at any time after the date six months after
the date on which such damage or destruction occurred (time being of the essence) or, if the Landlord serves notice at any time
stating that it does not wish to reinstate such damage or destruction, then at any time after service of such notice either party
may by service of a written notice on the other terminate this Lease with immediate effect (unless in the meantime at the date
of service of such notice the Premises or the access roads within the Science Park have been reinstated so that the Premises are
again fit for occupation and use and accessible) but without prejudice to the rights of either party against the other in respect
of any antecedent breach of this Lease.


 


		5.8	STATUTORY COMPENSATION



 


The Tenant shall not be entitled
on quitting the Premises to any compensation under section 37 Landlord and Tenant Act 1954 (as amended).


 


		5.9	DATA PROTECTION ACT 1998



 


For the purposes of the Data
Protection Act 1998 or otherwise the Tenant and the Surety 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 -


 




    	 	PAGE 38	 



     


    

 


		(a)	the management of the Landlord’s
                                         interest in the Science Park;



 


		(b)	the insurance and/or the
                                         maintenance of the Premises;



 


		(c)	checking the credit-worthiness
                                         of the Tenant and the Surety; or



 


		(d)	the disposal or sub-letting
                                         of the Premises or the Science Park,



 


or is necessary to conform with
recognised industry practice in the management and letting of property.


 


		5.10	EXCLUSION OF LIABILITY



 


The Landlord shall not be liable
to observe or perform any obligation on its part contained in this Lease after it has ceased to be entitled to the reversion immediately
expectant upon the Term (and, without prejudice to any right of the Tenant in respect of any antecedent breach by the Landlord
of any of the obligations on the Landlord’s part prior to that date, the Tenant releases the Landlord from all liability
in respect of any future breach or non-observance of any such obligation occurring after it has disposed of such reversion).


 


		6	RENT REVIEW



 


THIS CLAUSE 6 SHALL APPLY
TO THE PRINCIPAL RENT ONLY AND IT IS ALSO AGREED AND DECLARED as follows -


 


		6.1	In this clause -



 


		(a)	the ‘Review Date’
                                         means and includes 27 May 2021, 27 May 2026 and 27 May 2031;



 




    	 	PAGE 39	 



     


    

 


		(b)	the ‘Market Rent’
                                         means the yearly rent exclusive of all outgoings at which the Premises might reasonably
                                         be expected to be let as a whole as between a willing landlord and a willing tenant in
                                         the open market with vacant possession for a term of fifteen years commencing on the
                                         relevant Review Date without payment of any fine or premium upon the terms and subject
                                         to covenants, agreements, stipulations and conditions similar to those contained in this
                                         Lease (except as to the Term and the amount of the Principal Rent but including similar
                                         provisions for review of the Principal Rent) but upon the assumption that -



 


		(i)	the Tenant has complied with
                                         all of the covenants on the part of the Tenant contained in this Lease;



 


		(ii)	the Premises have been finished
                                         at the Landlord’s cost to a specification equivalent to the Rent Review Specification
                                         and are accordingly ready to receive the willing tenant’s fitting out works and
                                         that the willing tenant has had the benefit of such rental concessions (including any
                                         rent free or reduced rent period) as are usual in the market to compensate it for the
                                         time and inconvenience of it having to fit out the Premises (but no other rent free periods
                                         or incentives);



 


		(iii)	the Premises may be used
                                         for any use permitted by this Lease and by any licence or consent granted by the Landlord
                                         prior to the relevant Review Date at the request of the Tenant or any permitted undertenant
                                         or any predecessor in title of them or either of them respectively;



 


		(iv)	in case the Premises have
                                         been destroyed or damaged they have been fully restored;



 


		(v)	all Value Added Tax payable
                                         by the Tenant under the provisions of this Lease is recoverable by the Tenant in full;
                                         and



 


		(vi)	the Premises comply with
                                         all requirements of all Acts (as defined in clause 3.4);



 


and disregarding (if appropriate,
and without prejudice to the assumptions at paragraphs (ii) and (vi) above) -


 




    	 	PAGE 40	 



     


    

 


		(1)	any effect on the rent of
                                         the fact that the Tenant or any permitted undertenant or their respective predecessors
                                         in title or any other permitted occupier has been or is in occupation of the whole or
                                         any part of the Premises;



 


		(2)	any goodwill attached to
                                         the Premises by reason of the carrying on at the Premises of the business of the Tenant
                                         or any permitted undertenant or other permitted occupier;



 


		(3)	any permitted improvement
                                         to the Premises carried out by and at the expense of the Tenant or any permitted undertenant
                                         or any predecessor in title of them or either of them respectively (otherwise than in
                                         pursuance of an obligation to the Landlord save where the obligation arises pursuant
                                         to clauses 3.4 or 3.13(a)) and being such an improvement completed after the date of
                                         this Lease but not more than 21 years before the relevant Review Date;



 


		(4)	the Tenant’s Works,
                                         as defined in the Agreement for Lease dated 19 November 2013 between (1) the Landlord
                                         (2) the Tenant and (3) the Surety;



 


		(5)	any works of demolition,
                                         construction, alteration or addition carried out or being carried out on the Premises
                                         by the Tenant or any undertenant or other permitted occupier or their respective predecessors
                                         in title (otherwise than by and at the instance of the Landlord or in pursuance of an
                                         obligation to the Landlord save where the obligation arises pursuant to clauses 3.4 or
                                         3.13(a)) which diminish the rental value of the Premises at the relevant Review Date;



 


		(6)	the obligation to pay, and
                                         all references to, the Fit-Out Rent; and



 


		(7)	the Tenant’s option
                                         to determine this Lease in accordance with clause 7.



 




    	 	PAGE 41	 



     


    

 


		6.2	As at each Review Date there
                                         shall be a review of the Principal Rent and the Landlord and the Tenant shall seek to
                                         agree the Market Rent but failing written agreement between the parties the Landlord
                                         or the Tenant may at any time not more than two months prior to the relevant Review Date
                                         refer the determination of the Market Rent to an independent surveyor (being such a person
                                         as is mentioned in clause 5.3(a) and who shall be appointed as mentioned in clause 5.3(b))
                                         acting as an arbitrator (in which case the Arbitration Act 1996 shall apply) or (if the
                                         Landlord and the Tenant shall so agree) such independent surveyor shall act as an
                                         expert and not as an arbitrator.



 


		6.3	If the determination of the
                                         Market Rent shall be referred to an expert in accordance with the previous clause then
                                         clause 5.3(d), 5.3(e), 5.3(f) and 5.3(g) shall also apply and such expert shall give
                                         notice in writing of his decision within two months of his appointment or within such
                                         extended period as the parties may agree.



 


		6.4	The Principal Rent payable hereunder
                                         as from each Review Date (the ‘Reviewed Rent’) until the subsequent
                                         Review Date or the end or sooner determination of the Term (as the case may be) shall
                                         be the greater of the Principal Rent payable hereunder immediately prior to the relevant
                                         Review Date (the ‘Current Rent’) and the Market Rent agreed or determined
                                         in accordance with clause 6.2.



 


		6.5	If the Reviewed Rent shall not
                                         be ascertained by the Review Date then until it has been ascertained the Tenant shall
                                         continue to pay on account Principal Rent at the rate of the Current Rent until the quarter
                                         day after it has been ascertained on which quarter day the Tenant shall pay the Landlord
                                         an additional sum equal to the excess (if any) of Principal Rent at the rate of the Reviewed
                                         Rent over Principal Rent at the rate of the Current Rent for the period from the Review
                                         Date to such quarter day plus interest on such additional sum from the date on which
                                         each instalment would have been due during such period if the Reviewed Rent had then
                                         been ascertained such interest being chargeable at 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 in writing.



 


		6.6	A Memorandum of the Market Rent
                                         shall be entered into between the parties in such terms as the Landlord shall reasonably
                                         require.



 




    	 	PAGE 42	 



     


    

 


		7	TENANT’S
                                         OPTION TO DETERMINE



 


		7.1	The Tenant may terminate this
                                         Lease on the Break Date by giving to the Landlord not less than 12 months’ written
                                         notice provided that on the Break Date -



 


		(a)	there are no arrears of
                                         Principal Rent or Fit Out Rent (or any VAT which may be chargeable in respect of either
                                         of those rents) due under the Lease up to and including the Break Date (but excluding
                                         any period falling after the Break Date);



 


		(b)	occupation of the Premises
                                         is given up and no underleases of the Premises (or any part of the Premises) remain subsisting;
                                         and



 


		(c)	(or before the Break Date)
                                         the Tenant has paid to the Landlord in cleared funds (and over and above any other sums
                                         due under this Lease) the Break Payment.



 


		7.2	If any of the conditions referred
                                         to in clause 7.1(a) or (b) or (c) above are not satisfied on the Break Date the Tenant’s
                                         notice served pursuant to clause 7.1 shall be deemed to be of no effect and this Lease
                                         shall continue as before, provided that the Landlord may waive all or any of such conditions
                                         by giving notice to the Tenant at any time.



 


		7.3	The ending of this Lease shall
                                         not affect either party’s rights in respect of any earlier breach of any provision
                                         of this Lease.



 


		7.4	Within 20 days of the Break
                                         Date the Landlord shall repay to the Tenant all sums paid in advance by the Tenant to
                                         the Landlord pursuant to this Lease which relate to the period after (but excluding)
                                         the Break Date.



 


		8	ACCIDENTAL
                                         HAPPENINGS OR INJURIES



 


		8.1	The Landlord shall not be responsible
                                         to the Tenant or the Tenant’s licensees servants agents tradesmen or other persons
                                         in the Premises or any part thereof or calling upon the Tenant or upon the Science Park
                                         for any accidental happening or injury suffered to or loss of any chattel or property
                                         (save where the same are due to the act, default or negligence of the Landlord or the
                                         Landlord’s employees servants agents tradesmen or those under the control of the
                                         Landlord) sustained on the Premises the Science Park or any part thereof.



 




    	 	PAGE 43	 



     


    

 


		8.2	The Landlord shall not be liable
                                         to the Tenant or any other person claiming through the Tenant for any loss or damage
                                         whatsoever which may be caused by stoppage interruption or defect of any plant or machinery
                                         in or service to the Premises or the Science Park or any neighbouring premises provided
                                         that the Landlord shall use all reasonable endeavours to prevent or mitigate the effect
                                         of such stoppage, interruption or defect and to remedy such matters as soon as possible.



 


		9	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.


 


		10	VAT



 


		10.1	All rents and other sums payable
                                         by the Tenant hereunder which are for the time being subject to VAT shall be considered
                                         to be tax exclusive sums and the VAT at the appropriate rate for the time being shall
                                         be payable by the Tenant in addition.



 


		10.2	The Tenant shall indemnify
                                         and keep indemnified the Landlord against any VAT paid or payable by the Landlord in
                                         respect of any costs, fees, disbursements, expenses or other sums which the Landlord
                                         is entitled to recover under the terms of this Lease.



 


		11	SURETY’S
                                         COVENANTS



 


The Surety covenants with the
Landlord in the terms of Schedule 6.


 


		12	LANDLORD
                                         AND TENANT (COVENANTS) ACT 1995



 


This Lease is a new tenancy
within the meaning of section 1 Landlord and Tenant (Covenants) Act 1995.


 




    	 	PAGE 44	 



     


    

 


		13	ADDRESS
                                         FOR RENT DEMANDS



 


Whilst GW Pharma Limited is
the Tenant all rent demands should be sent to c/o GW Pharmaceuticals plc, Building 114, Porton Down Science Park, Porton, Wiltshire
SP4 OJQ unless it notifies the Landlord of another address.


 


		14	LANDLORD
                                         AND TENANT ACT 1954



 


The parties agree that, in the
event of a renewal of this Lease pursuant to the Landlord & Tenant Act 1954, any renewal lease shall not reserve the Fit Out
Rent as rents payable by the Tenant.


 


		15	DELIVERY
                                         AS A DEED



 


This document shall be treated
as having been executed as a deed only upon being dated.


 


		16	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.


 


		17	GOVERNING
                                         LAW



 


		17.1	This deed shall be governed
                                         by and construed in accordance with English law.



 


		17.2	Each party irrevocably submits
                                         to the exclusive jurisdiction of the English courts to settle any dispute which may arise
                                         under or in connection with this deed or the legal relationships established by this
                                         deed.



 


In witness of the above the parties have executed this
deed the day and year first before written


 




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SCHEDULE 1


 


RIGHTS GRANTED


 


		1	The right in common with all others
                                         having similar rights from time to time -



 


		1.1	of passage to and from the Premises
                                         with or without vehicles over the Access Roads subject to the Landlord’s right
                                         in its absolute discretion to alter, stop up or divert the Access Roads or any part or
                                         parts of them at any time during the Term provided that -



 


		(a)	any expenses in altering,
                                         stopping up or diverting the Access Roads are borne by the Landlord; and



 


		(b)	the Landlord leaves available
                                         for use by the Tenant reasonable means of access to the Premises;



 


		1.2	of full, free and uninterrupted
                                         passage and running of water, soil, gas, electricity and all other services from and
                                         to the Premises through the Conducting Media which are now in, upon, over or under other
                                         parts of the Science Park.



 


		2	The exclusive right to use 42
                                         car parking spaces edged blue on the plan attached hereto but -



 


		2.1	only for parking private motor
                                         cars (duly insured and taxed for use on the public highway) belonging to the Tenant or
                                         any undertenant or their respective invitees or others authorised by them (but for the
                                         avoidance of doubt the Tenant shall not be entitled to demand any consideration in money
                                         or money’s worth from any third party for the use of such spaces); and



 


		2.2	if at any time acting reasonably
                                         and in the interests of good and proper estate management the Landlord desires to re-designate
                                         all or any of the said parking spaces, the Landlord shall have full right and liberty
                                         so to do on giving to the Tenant prior written notice of such re-designation, but at
                                         its own expense and subject to the Landlord making available for use by the Tenant always
                                         at least the same number of parking spaces as are edged blue on the aforementioned plan.





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SCHEDULE 2


 


RIGHTS RESERVED


 


		1	The full, free and uninterrupted
                                         passage and running of water, soil, gas, electricity and all other services for the benefit
                                         of the Landlord and the owners, tenants or occupiers for the time being of the adjoining
                                         or neighbouring premises through the Conducting Media which are now or may at any time
                                         hereafter be in, upon, over or under the Premises.



 


		2	The right at all reasonable times
                                         to enter such parts of the Premises as may be necessary after three working days’
                                         prior notice (except in case of emergency) for the purposes of -



 


		2.1	anything connected with the
                                         provision of the services referred to in clauses 4.3 and 4.4;



 


		2.2	carrying out an assessment or
                                         survey of the Premises for the purposes of obtaining an EPC;



 


		2.3	connecting, laying, inspecting,
                                         cleansing, maintaining, repairing, replacing, amending, altering, relaying or renewing
                                         the Conducting Media; and/or



 


		2.4	erecting, constructing or laying
                                         in, under, over or across such reasonable parts of the Premises (as shall be agreed with
                                         the Tenant (whose agreement shall not be unreasonably withheld or delayed) any Conducting
                                         Media, poles, structures, fixtures or other works for the drainage of or for the supply
                                         of water, gas, electricity, telephone, heating, steam and other services to any adjoining
                                         or neighbouring premises;



 


subject to performing such tasks as quickly
as reasonably practicable.


 


		3	The right to erect scaffolding
                                         (and the right to enter in order to erect such scaffolding) for the purpose of inspecting
                                         repairing or cleaning the Premises or any buildings now or after the date of this Lease
                                         on adjoining or neighbouring premises notwithstanding that such scaffolding may temporarily
                                         restrict the access of light and air to the Premises.



 




    	 	PAGE 47	 



     


    

 


		4	The right to enter after three
                                         working days’ prior notice (except in case of emergency) upon the Premises for
                                         the purpose of carrying out any necessary repairs, alterations or improvements to any
                                         adjoining or neighbouring premises



 


		5	The Landlord must make good in
                                         a reasonable manner to the Tenant’s reasonable satisfaction all damage occasioned
                                         to the Premises in the exercise of the rights referred to in paragraphs 2, 3 and 4 above
                                         but the Landlord will not be liable to pay compensation for any inconvenience caused
                                         to the Tenant.



 


		6	All rights of light and air which
                                         the Premises enjoy over any other property.



 


		7	The right to deal with, modify
                                         or vary all covenants of which the Premises enjoy the benefit provided that in so doing
                                         the Tenant’s use of the Premises shall not be materially adversely affected.



 


		8	All rights of entry in clause
                                         3 of this Lease.



 


		9	The right to erect any new buildings
                                         of any height on adjoining or neighbouring premises in such manner as it shall think
                                         fit notwithstanding the fact that the same may obstruct affect or interfere with the
                                         amenity of or access to the Premises or the passage of light and air to the Premises.



 




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SCHEDULE 3


 


DOCUMENTS TO BE OBSERVED


 


		1	All those documents and matters
                                         referred to in the Property and Charges Registers of the Landlord’s freehold title
                                         of the Science Park as registered at the Land Registry under title number ***      
                                         as at 3 December 2012 at 09-36-05 (save for any financial charges) in so far as
                                         the same relate to the Premises.



 


		2	Wayleaves granted to The South
                                         Eastern Electricity Board variously -



 


		2.1	dated 26 January 1967 between
                                         Shell Research Limited (1) and The South Eastern Electricity Board (2); and



 


		2.2	dated 15 February 1989 between
                                         Shell Research Limited (1) and The South Eastern Electricity Board (2).



 


		3	Wayleave agreement dated 21 May
                                         2010 between Sittingbourne (No. 1) Limited and Sittingbourne (No. 2) Limited (1) and
                                         British Telecommunications plc (2).



 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 





    	 	PAGE 49	 



     


    

 


SCHEDULE 4


 


SERVICE CHARGE


 


PART A


 


		1	The service charge referred to
                                         in this Schedule (the ‘Service Charge’) shall be the Fixed Charge
                                         as defined in Schedule 5.



 


		2	The Tenant shall pay the Fixed
                                         Charge by equal quarterly payments in advance on the usual quarter days and so in proportion
                                         for any broken period.



 


		3	Notwithstanding the other provisions
                                         of this Part of this Schedule the first payment of the Fixed Charge for the period from
                                         the Term Commencement Date to the next quarter day hereafter shall be paid on or before
                                         the date of this Lease.



 


		4	The Landlord shall not be concerned
                                         in the administration and collection of or accounting for the Service Charge on an assignment
                                         of this Lease and accordingly the Landlord shall -



 


		4.1	not be required to make any
                                         apportionment relative to the assignment; and



 


		4.2	be entitled to deal exclusively
                                         with the Tenant in whom this Lease is for the time being vested (and for this purpose
                                         in disregard of any assignment which has not been registered in accordance with clause
                                         3.20).



 


PART B


 


		1	Maintaining, repairing, cleansing,
                                         decorating and renewing (and landscaping as deemed appropriate by the Landlord in its
                                         discretion) the Centre Common Parts.



 


		2	Providing security at the Science
                                         Park to include (if and as deemed necessary by the Landlord in its discretion acting
                                         reasonably) 24 hour manned presence CCTV surveillance security fencing and gates or other
                                         equivalent perimeter security measures.



 




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SCHEDULE 5


 


INDEX-LINKED REVIEW OF SERVICE CHARGE


 


		1	In this Schedule the following
                                         expressions shall have the meanings set opposite them -



 


	‘Fixed Charge’	from and including the Term Commencement Date to and including 24 December 2016
    the Initial Charge and from and including 25 December 2016 as determined in accordance with paragraph 2 of this Schedule 5
    on an annual basis;
	 	 
	‘Review Date’	the 25th day of December 2016 and every anniversary of that date and the date which is one
    day before the date on which the Term would expire by effluxion of time (disregarding any statutory continuation thereof);
	 	 
	‘Initial Charge’	£***  per annum;
	 	 
	‘Index’	the Index of Retail Prices (All Items) published by H M Government or any equivalent index
    stated by H M Government to be the official successor to the Index of Retail Prices (All Items)
	 	 
	 	PROVIDED that if the method of computation and/or the reference base of the Index shall
    materially change after the date of this Lease then the figure deemed to be shown in the Index for the purposes of this Lease
    after such change shall be the figure which would have been shown in the Index if the method of computation and/or reference
    base current at the date of this Lease had been retained, and any official reconciliation between such differing methods of
    computation or reference bases shall be binding on the parties to this Lease;


 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 51	 



     


    

 


	‘Relevant Fraction’	a fraction of which the numerator is the figure of the Index published in the
    four weeks preceding the relevant Review Date and the denominator is the figure of the Index published in April 2016;
	 	 
	‘Expert’	an independent chartered accountant (acting as an expert) being a partner in or a director
    of a leading firm or company of chartered accountants to be nominated in default of agreement by the Landlord and the Tenant
    by the President for the time being of the Institution of Chartered Accountants in England and Wales on the application of
    the Landlord or the Tenant made not more than one month before the relevant Review Date.


 


		2	From and including each Review
                                         Date the Fixed Charge shall be whichever is the higher of -



 


		(a)	the Fixed Charge which was
                                         payable immediately before the relevant Review Date (the ‘Old Charge’);
                                         and



 


		(b)	the figure calculated by
                                         multiplying the Initial Charge by the Relevant Fraction (the ‘Revised Charge’).



 


		3	If the Landlord and the Tenant
                                         shall fall to agree upon the Revised Charge, then either of them may not more than one
                                         month before the relevant Review Date require the Revised Charge to be determined by
                                         the Expert.



 




    	 	PAGE 52	 



     


    

 


		4	The Expert shall on being appointed
                                         invite the Landlord and the Tenant to submit to him within such time limits as he shall
                                         consider appropriate (but not being less than 21 days) representations and cross representations
                                         as to the calculation of the Revised Charge, supported if they so wish by a statement
                                         of reasons and/or schedule of calculations. The Expert shall consider such matters submitted
                                         to him but shall not be fettered thereby and shall determine the Revised Charge in accordance
                                         with his own knowledge, judgment and opinion having regard to such matters as he may
                                         consider appropriate. The Expert’s decision shall (save as to any question of law)
                                         be final and binding on all matters referred to him under this Lease.



 


		5	If after the date of this Lease
                                         it becomes impossible (because of any change in the methods used to calculate the Index,
                                         or for any other reason) to calculate the Revised Charge, then the Expert shall have
                                         full power to determine what the increase in the Index would have been had it continued
                                         on the same basis as is assumed to be available for the operation of this rent review
                                         or (if that determination shall also be impossible) shall determine a reasonable charge
                                         having regard to the purposes and intent of this Schedule.



 


		6	If the Expert shall die or be
                                         unable or unwilling to accept his appointment or to carry out his functions then either
                                         the Landlord or the Tenant may apply for a replacement to be appointed in his stead,
                                         and this procedure may be repeated as often as necessary.



 


		7	If at any Review Date there is
                                         any statutory restriction upon the review or increase of the Fixed Charge or the Landlord’s
                                         right to recover it, then at any time after the lifting, removal or modification of such
                                         restriction and prior to the next following Review Date the Landlord may give the Tenant
                                         not less than one month’s notice requiring an additional review to take place on
                                         a quarter day to be specified in such notice which quarter day shall thereupon be treated
                                         for the purposes of this Lease as a Review Date.



 


		8	The costs of the Expert and the
                                         parties’ costs of the reference to him shall lie in his award but, in the absence
                                         of such award, the Landlord and Tenant shall each bear their own costs and one half of
                                         the Expert’s costs. One party may pay the costs required to be borne by another
                                         party if they remain unpaid for more than 14 days after they become due, and then recover
                                         these and any incidental expenses incurred from that other party on demand.



 


		9	Time is not of the essence in
                                         relation to any matter contained in this Schedule.



 




    	 	PAGE 53	 



     


    

 


		10	If the Revised Charge has not
                                         been ascertained by the relevant Review Date, then the Old Charge shall be payable until
                                         such time as the Revised Charge has been ascertained.



 


		11	Once the Revised Charge has been
                                         ascertained, the Tenant shall on demand pay the Landlord a sum equal to the amount (if
                                         any) by which the Revised Charge exceeds the Old Charge for the period from the relevant
                                         Review Date until the next quarter day following the date of such demand together with
                                         interest on each quarterly shortfall calculated on a daily basis from the date upon which
                                         each instalment of the shortfall would have been payable if the Revised Charge had then
                                         been ascertained at the base rate of Barclays Bank plc until seven days after the date
                                         of such demand, and thereafter together with interest calculated on a daily basis at
                                         the rate referred to in clause 5.1(a).



 


		12	The Landlord and the Tenant may
                                         at any time settle the Revised Charge in more than one amount and agree to reserve such
                                         amounts increasing in steps until the next Review Date or, if none, until the termination
                                         of the Term, or as they may otherwise agree.



 


		13	The parties will procure that
                                         a memorandum of the Revised Charge signed by the Landlord and Tenant shall be endorsed
                                         on or annexed to this Lease and its counterpart.



 




    	 	PAGE 54	 



     


    

 


SCHEDULE 6


 


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	If the Tenant shall make any
                                         default in payment of the rents or in performing or observing any of the covenants or
                                         other terms of this Lease the Surety will pay the rents and perform or observe the covenants
                                         or terms in respect of which the Tenant shall be in default and make good to the Landlord
                                         on demand and indemnify the Landlord against all losses, damages, costs and expenses
                                         arising or incurred by the Landlord as a result of such non-payment, non-performance
                                         or non-observance notwithstanding -



 


		(a)	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;



 


		(b)	that the terms of this Lease
                                         may have been varied by agreement between the parties;



 


		(c)	any other act or thing (apart
                                         from an express release by deed) by which but for this provision the Surety would have
                                         been released.



 


		1.3	These provisions are to take
                                         effect immediately on the grant (or the assignment as appropriate) of the Lease to the
                                         Tenant and are to remain in force so long and to the extent that the Tenant is not released
                                         by law from liability for any of the covenants and other terms of this Lease.



 




    	 	PAGE 55	 



     


    

 


		2	The Surety FURTHER COVENANTS
                                         with the Landlord that if this Lease is disclaimed or forfeited prior to any lawful
                                         assignment by the Tenant of this Lease the Landlord may within six months after the disclaimer
                                         or forfeiture by notice in writing require the Surety to accept a new lease of the Premises
                                         for a term equivalent to the residue which if there had been no disclaimer or forfeiture
                                         would have remained of the Term at the same rent and subject to similar covenants and
                                         conditions as are payable under and applicable to the tenancy immediately before the
                                         date of such disclaimer or forfeiture (such new lease and the rights and liabilities
                                         under it to take effect as from the date of such disclaimer or forfeiture) and in such
                                         case the Surety shall pay the Landlord’s costs incurred by the Landlord in connection
                                         with such new lease and the Surety shall accept such new lease accordingly and will execute
                                         and deliver to the Landlord a counterpart of it.



 


		3	If this Lease is disclaimed or
                                         forfeited and for any reason the Landlord does not require the Surety to accept a new
                                         lease of the Premises in accordance with paragraph 2 the Surety shall pay to the Landlord
                                         on demand an amount equal to 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 -



 


		(a)	the date six months after
                                         such disclaimer or forfeiture; and



 


		(b)	the date (if any) upon which
                                         the Premises are relet.



 


		4	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.



 


		5	It is hereby agreed that if any
                                         payment is made under the terms of this guarantee and the Surety is thereupon subrogated
                                         to all the Landlord’s rights of recovery in relation thereto then the Surety shall
                                         not exercise any such rights against the Tenant.



 


		6	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 7


 


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	If the Assignee shall make any
                                         default in payment of the rents or in performing or observing any of the covenants or
                                         other terms of the Lease the Tenant will pay the rents and perform and observe the covenants
                                         or terms in respect of which the Assignee shall be in default and make good to the Landlord
                                         on demand and indemnify the Landlord against all losses, damages, costs and expenses
                                         arising or incurred by the Landlord as a result of such non-payment, non-performance
                                         or nonobservance notwithstanding -



 


		(a)	any time or indulgence granted
                                         by the Landlord to the Assignee 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 the Lease;



 


		(b)	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);



 


		(c)	any other act or thing (apart
                                         from an express release by deed) by which but for this provision the Tenant would have
                                         been released.



 


		2	The Tenant FURTHER COVENANTS
                                         with the Landlord that if the Lease is disclaimed prior to any lawful assignment
                                         by the Assignee of the Lease the Landlord may within six months after the disclaimer
                                         require the Tenant to accept a new lease of the Premises for a term equivalent to the
                                         residue which if there had been no disclaimer would have remained of the Term at the
                                         same rent and subject to similar covenants and conditions as are payable under and applicable
                                         to the tenancy immediately before the date of such disclaimer (such new lease and the
                                         rights and liabilities under it to take effect as from the date of such disclaimer) and
                                         in such case the Tenant shall pay the Landlord’s costs incurred by the Landlord
                                         in connection with such new lease and the Tenant shall accept such new lease accordingly
                                         and will execute and deliver to the Landlord a counterpart of it.



 




    	 	PAGE 57	 



     


    

 


		3	If the Lease is disclaimed and
                                         for any reason the Landlord does not require the Tenant to accept a new lease of the
                                         Premises in accordance with paragraph 2 the Tenant shall pay to the Landlord on demand
                                         an amount equal to 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 in both cases for the period commencing with the date of such disclaimer
                                         and ending on whichever is the earlier of the following dates -



 


		(a)	the date six months after
                                         such disclaimer;



 


		(b)	the end or sooner determination
                                         of the Term.



 


		4	Notwithstanding any of the above
                                         provisions the Tenant -



 


		(a)	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



 


		(b)	shall not be subject to
                                         any liability, restriction or other requirement (of whatever nature) in relation to any
                                         time after the Assignee is by law released from the covenants and other terms of the
                                         Lease.



 


		5	It is hereby agreed that if any
                                         payment is made under the terms of this guarantee and the Tenant is thereupon subrogated
                                         to all the Landlord’s right of recovery in relation thereto then the Tenant shall
                                         not exercise any such rights against the Assignee.



 


		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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SCHEDULE 8


 


THE REGULATIONS


 


		1	Not to store rubbish or waste
                                         of any description outside the Premises save in any area so designated by the Landlord
                                         from time to time.



 


		2	Not to allow empty containers
                                         or rubbish of any description to accumulate upon the Premises or the Centre Common Parts
                                         nor to discharge into the Conducting Media or onto any wall or parking area or forecourt
                                         of the Science Park any deleterious matter or substance including chemicals radioactive
                                         material diesel fuel or oil which might be or become a source of danger or injury to
                                         the Conducting Media or any other property or person.



 


		3	Not to use any container for rubbish
                                         or refuse other than such type and so constructed as to prevent any leakage or spillage
                                         therefrom and to keep the same in the area (if any) provided for the purpose and to prevent
                                         such rubbish or refuse causing a nuisance or annoyance to the Landlord or the owners
                                         or occupiers of neighbouring premises.



 


		4	Not to use any part of the Premises
                                         in such manner as to subject it to any excessive strain or interference and not to install
                                         machinery on the Premises which shall be unduly noisy or cause vibration.



 


		5	Not to do anything on the Premises
                                         which might reasonably be expected to produce directly or indirectly corrosive fumes
                                         or vapours or moisture or humidity in excess of that which the Premises were designed
                                         to bear and are otherwise reasonable.



 


		6	Not to load or unload any vehicle
                                         unless the vehicle shall be in a loading area provided from time to time for that purpose
                                         and not to obstruct or damage any access ways roads or landscaped areas in the Science
                                         Park or leading to the Premises.



 


		7	In the event of a spill or deposit
                                         on the Premises of any Hazardous Materials to inform the Landlord of this and permit
                                         him to enter and inspect the Premises.



 


		8	To observe the speed limits and
                                         traffic signs on the Access Roads.



 




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SCHEDULE 9


 


UTILITIES CHARGE


 


		1	In this Schedule, the following
                                         meanings shall apply -



 


		1.1	‘Estimated Utilities
                                         Charge’ means the Landlord’s reasonable and proper estimate of the Utilities
                                         Charge for the forthcoming Utilities Charge Period.



 


		1.2	‘Utilities Charge’
                                         means the cost referred to in clause 3.2, calculated in accordance with this Schedule;



 


		1.3	‘Utilities Charge Period’
                                         means each period of 12 months commencing on the Term Commencement Date falling wholly
                                         or partly within the Term (but only to the extent falling within the Term) provided that
                                         the Landlord may vary the Utilities Charge Period at its sole discretion at any time
                                         during the Term;



 


		1.4	‘End Date’
                                         means the date on which the Term expires or (if earlier) on which the Term is determined;



 


		1.5	‘Final Utilities Charge
                                         Period’ means the Utilities Charge Period which ends on the End Date;



 


		1.6	‘First Utilities Charge
                                         Period’ means the Utilities Charge Period which begins when the Term commences;



 


		1.7	‘Meters’
                                         means the measuring equipment (if any) installed in the Building for the purposes of
                                         measuring the supply of services to the Premises.



 


		2	Subject to paragraph 8, the Landlord
                                         will, prior to each Utilities Charge Period (or on or prior to the commencement of the
                                         Term, in the case of the First Utilities Charge Period), submit to the Tenant a statement
                                         setting out the Estimated Utilities Charge for the forthcoming Utilities Charge Period.



 




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		3	The Tenant will pay the Estimated
                                         Utilities Charge to the Landlord by equal quarterly payments in advance on the usual
                                         quarter days, the first payment (being the due proportion for the period commencing on
                                         and including the Term Commencement Date and ending on the day before the next quarter
                                         day hereafter) to be paid on or before the date of this Lease.



 


		4	At the end of each Utilities Charge
                                         Period the Landlord shall procure that readings are taken and recorded from the Meters
                                         and the readings taken and recorded shall (subject to manifest error) be accepted by
                                         the Landlord and the Tenant. Should Meters not be installed the Landlord’s surveyor
                                         shall calculate (the Landlord’s surveyor’s determination to be conclusive)
                                         a just proportion fairly attributable to the Premises of the actual cost to the Landlord
                                         of supplying the relevant services to the Science Park during the relevant Utilities
                                         Charge Period and such proportion shall be the Utilities Charge for the relevant Utilities
                                         Charge Period.



 


		5	Upon having taken the readings
                                         or made the calculations in accordance with paragraph 4, the Landlord shall deliver
                                         to the Tenant a statement setting out in respect of the previous Utilities Charge Period
                                         -



 


		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.



 


		6	If in respect of a Utilities Charge
                                         Period the Utilities Charge is more or less than the Estimated Utilities Charge received
                                         from the Tenant then any sum payable to or by the Landlord by way of adjustment (with
                                         the intent that the Tenant shall have paid the whole of the Utilities Charge to the Landlord
                                         in respect of the 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.



 




    	 	PAGE 61	 



     


    

 


		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.



 


		8	The Landlord may, on prior written
                                         notice to the Tenant, vary the means by which the Utilities Charge is charged to the
                                         Tenant provided that such variation is fair, proper and in the interests of good estate
                                         management.



 


		9.1	Within one month after delivery
                                         to the Tenant of the statement referred to in paragraph 5 (time being of the essence)
                                         the Tenant may request the Landlord to provide (and the Landlord will promptly provide)
                                         to the Tenant all vouchers and invoices which the Tenant shall reasonably need in order
                                         to satisfy itself as to the accuracy of the Utilities Charge in accordance with this
                                         Schedule.



 


		9.2	Within two months after delivery
                                         of the statement referred to in paragraph 5 (time being of the essence) the Tenant may
                                         challenge it on the ground that it contains errors or is otherwise incorrectly drawn
                                         by giving to the Landlord notice to that effect but only if it has first made full payment
                                         of any amount due from the Tenant under paragraph 6 and if so -



 


		(a)	both parties must endeavour
                                         to resolve the relevant issue; but if they cannot do so;



 


		(b)	the issue in dispute may
                                         be referred by either party to the determination of an independent surveyor being such
                                         a person as is mentioned in clause 5.3(a) and who shall be appointed as mentioned in
                                         clause 5.3(b) and clauses 5.3(c), 5.3(d), 5.3(e), 5.3(f) and 5.3(g) shall also apply
                                         and the independent surveyor’s 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;



 




    	 	PAGE 62	 



     


    

 


		(c)	any adjustments to the statement
                                         required to be made in consequence of the determination of the independent surveyor shall
                                         be made and any sum payable to or by the Landlord shall immediately be paid (with interest
                                         in respect of the period during which the relevant amount has been underpaid, such interest
                                         to be at 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) or allowed as appropriate;



 


but if not the Tenant’s
right of challenge to that statement shall lapse.


 


		10	The Landlord shall not be concerned
                                         in the administration and collection of or accounting for the Utilities Charge on an
                                         assignment of this Lease and accordingly the Landlord shall -



 


		10.1	not be required to make any
                                         apportionment relative to the assignment and



 


		10.2	be entitled to deal exclusively
                                         with the Tenant in whom this Lease is for the time being vested (and for this purpose
                                         in disregard of any assignment which has not been registered in accordance with clause
                                         3.20).



 


		11	The statement referred to in
                                         paragraph 5 shall for the purposes of this Schedule be deemed to have been delivered
                                         to the Tenant on the next working day after it is posted by first class post to the address
                                         referred to in clause 13 or to such other address as may have been notified by the Tenant
                                         to the Landlord as the address to which rent demands should be sent.



 




    	 	PAGE 63	 



     


    

 


ANNEXURE 1


 


RENT REVIEW SPECIFICATION


 






    	 	PAGE 64	 



     


    

 


RENT REVIEW SPECIFICATION FOR TECHNOLOGY UNIT 2 - G.Pharm
MANUFACTURING FACILITY AT KENT SCIENCE PARK


 


Introduction.


 


The works comprise the first phase
of a proposed Production Facility situated in ***      within ***           and
consists of a 1109 m2 steel framed building (8.565 m to eaves and 10.060 to ridge) with insulated cladding to walls and roof and
a mezzanine floor of 765m2, together with car park, service area, stores and compounds, barriers and fencing to form a secure
facility.


 


The basic build prior to tenant
fitting out comprises an open plan portal frame building with insulated wall and roof cladding with a small area of first floor,
served by an internal staircase and mezzanine plant rooms with an enclosed escape stair. Concrete ground slab and first floor
suspended slabs have been designed for the following imposed loads, 40 kN/m2 Ground floor and 7.5 kN/m2 First Floor and are to
have power floated finish to receive tenant finishes. Finish to the internal face of the external walls will be the pre-finished
inner face of the external wall cladding. Inner lining by tenant.


 


The general specification is as
follows:-


 


Foundations to comprise reinforced
concrete pad foundations to column bases with concrete edge beam to support cavity brickwork to dpc level. Oversite reinforced
concrete slab, laid on hard-core with insulation under, slab to include recesses, plinths, and movement joints and to have power
float finish.


 


Structural steel frame 8.585m
to eaves and 10.060m to ridge complete with cladding rails I purlins to accept wall cladding and roof sheeting. Structural steel
frame to form mezzanine floor (frame designed to facilitate easy removal on expiry of lease) Mezzanine floor comprising 150mm
reinforced concrete slab on Kingspan Multideck permanent formwork, with concrete upstands to perimeter. Steel trimmers within
external wall structure to enable formation of roller shutter openings at some future date. Steelwork to include lifting beam.


 


Steelwork to receive intumescent
spray painted fire protection.


 


Roof cladding to be Kingspan KS1000
RW 100mm thick composite panel complete with Plastisol Highline eaves/ gutter detail and rainwater pipes. Provision of two canopies.


 


Roof works to include mansafe
system and Kingspan polycristaline PV panels.


 


Flat roof areas to fire escape
stair and canopies to be single membrane high performance roofing on plywood decking insulated as required.


 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.



 




    	 	PAGE 65	 



     


    

 


Precast concrete and steel staircases
to form access stair to first floor and escape stair complete with handrails to detail (total 7 No. stairs / maintenance access)
all with handrails l balustrades.


 


External walls to be cavity wall
to dpc level comprising block inner leaf and facing brick outer skin with cavity insulation. Wail cladding above this level to
be Kingspan K5900 MR composite panels complete with flashings, trims etc and non-standard colour feature panels around entrance.
Provision for removable panels, fire barriers and fire stopping.


 


Aluminium louvres to match cladding
as described.


 


Windows Double glazed colour coated
aluminium windows complete with ironmongery as required.


 


Curtain walking complete with
main double entrance doors Personnel / fire escape doors to be aluminium in metal frames with solid infill panels.


 


Power operated roller shutter
door and double doors to DAP plant compound.


 


Form DAP compound adjacent to
DAP room.


 


Externally.


 


Drainage. Roof surface water to
discharge through externally fixed rainwater pipes via drainage system to soakaways. Car park run off and surface water drainage
from yard and service area to discharge to soakaways via interceptors. Solvent stores and fuel tanks to be fully bunded.


 


Foul drainage to connect via foul
sewer within Shimmin Road and then into existing foul drainage installation.


 


Provide underground ducts, draw
pits and access chambers for incoming services, CCTV installation, data.


 


Incoming services water, electricity
will be suitably terminated within the building for extension by the tenant.


 


Medium temperature hot water via
the sitewide MTHW will be terminated at the site boundary for extension by the tenant.


 


Form tarmac finished car park
complete with pcc kerbs, edgings and Line markings including cycle store and disabled parking area.


 


Construct reinforced concrete
access controlled service area including bin store, plant compound solvent stores and waste collection area. Service access to
be tarmac finish.


 




    	 	PAGE 66	 



     


    

 


Excavate for and form reinforced
concrete foundation to sprinkler tank and pump housing. Maintenance access to tank / pump house to be grasscrete paving.


 


Precast concrete footpaths around
building, complete with edgings and bollards where required. Top soil and seeding to remaining areas.


 


Fencing to perimeter of site comprising
weldmesh fencing with GRP palisade fencing to rear boundary. Palisade fencing complete with gates to chiller compound, timber
fencing to bin store, alt complete with gates where required.


 


Excavate for and form concrete
foundations for walls, barriers, gates and plant plinths as required. Construct brick boundary wall to Shimmin Road elevation
and provide automatic power operated barrier to service access and swing barrier to service area.


 




    	 	PAGE 67	 



     


    

 


ANNEXURE 2


 


REINSTATEMENT SPECIFICATION


 






    	 	PAGE 68	 



     


    

 


REINSTATEMENT SPECIFICATION FOR RETURNING TECHNOLOGY UNIT
2 - G - PHARM MANUFACTURING FACILITY TO SHELL CONDITION AT EXPIRATION OF LEASE


 


Introduction


 


The purpose of this specification
is to describe those works necessary to return the Production Facility to a shell condition to enable the Landlord to sub-divide
and re-let the unit following the expiration of the OW Pharmaceutical lease.


 


Internally


 


Removal of all tenant fixtures,
fittings and loose furniture.


 


Termination of all process pipework
and services and removal of same together with all process equipment.


 


Removal of all gas lines, solvent
tines and tanks or containers Disconnect and remove all refrigerant lines, chillers and associated plant.


 


Removal of all Air conditioning
plant and pipework both internally and externally from the building.


 


Isolate and strip out all electrical
installations, lighting and power back to main distribution board including stand by generator and UPS installations.


 


Remove all data outlets, data
cableling and IT server room equipment.


 


Remove internal lining to external
wall including column casings, pipework and pipework supports within void.


 


Reinstate wall lining to follow
line of internal face of external wall including column casings.


 


Dismantle and remove cold rooms,
secure rooms and vault and reinstate floor and walls.


 


Demolish all internal walls and
partitions including internal doors, viewing panels and make good structure where removed.


 


Take down all suspended ceilings,
walk on ceilings and supports.


 


Demolish reinforced concrete mezzanine
floor and supporting steelwork including removal of staircases.


 


Take up floor finishings to ground
floor area including skirting area, cut out drainage, plant supports and plinths and reinstate floor surface to power float finish.


 




    	 	PAGE 69	 



     


    

 


Remove all secondary steelwork
acting as plant / pipework support and make good intumescent fire protection as required.


 


Externally


 


Remove all tanks, plant, stacks,
vents and pipework externally to building including supports, plinths and bunds and make good ail surfaces.


 


Remove canopies, tenant signage
and make good cladding.


 


Remove DAP extension, infill removable
panel and make good.


 


Remove chiller compound, solvent
stores and bin store.


 


Remove louvres, vents and pipework
penetrating through wall or roof and replace roof / wall cladding to match existing.


 


Take out redundant windows/ external
doors, curtain walling and non-standard colour wall cladding and infill with new cladding sections to match existing.


 


Dismantle sprinkler tank and pump
house, and remove from site, Break out foundations, disconnect water supply, cap off below ground and reinstate ground.


 




    	 	PAGE 70	 



     


    

 





 


	Signed as a deed on behalf of	)
	AG Kent B.V. a company incorporated	)
	in the Netherlands, by Jean-Baptiste Garcia	)
	and Robert Tieskens, being persons who	)
	in accordance with the laws of that	)
	territory, are acting under the authority	)
	of the company	)


 


	Authorised Signatory	/s/ J. B. Garcia	 
	 	 	 
	Authorised Signatory	Illegible	 


 


	Signed as a deed on behalf of	)
	AG Kent B.V. a company incorporated	)
	in the Netherlands, by Eurostrat	)
	Netherlands Manager, L.L.C.	)
	being persons who	)
	in accordance with the laws of that	)
	territory, are acting under the authority	)
	of the company	)


 


	Authorised Signatory	Illegible	 
	 	 	 
	Authorised Signatory	 	 


 




    	 	PAGE 71	 



     


    

 


	Executed as a deed by	)	 
	GW Pharma Limited	)	/s/ Adam George
	acting by	)	 


 


Director


 


Witness


 


	Signature of Witness	/s/ Neil Tween	 


 


	Name	Neil Tween	 


 


	Address	1 Saberton Close,	 


 


	Waterbeach, CB25 9QW	 


 


	Occupation	Chartered Accountant	 


 


	Executed as a deed by	)	 
	GW Pharmaceuticals plc	)	/s/ Adam George
	acting by	)	 


 


Director


 


Witness


 


	Signature of Witness	/s/ Neil Tween	 


 


	Name	Neil Tween	 


 


	Address	1 Saberton Close,	 


 


	Waterbeach, CB25 9QW	 


 


	Occupation	Chartered Accountant	 


 




    	 	PAGE 72	 



     


    

 




***


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 



		***	Portions of this
                                         page have been omitted pursuant to a request for Confidential Treatment and filed separately
                                         with the Commission.