**Exhibit10.33**

 

DATED10 May 2006

 

 

(1)  ACCELRYS LIMITED

 

(2)  QUALCOMM CAMBRIDGE LIMITED

 

(3)  ACCELRYS INC

 

 

**UNDERLEASE**

 

 

ofpremises known as

 

335Cambridge Science Park

MiltonRoad

Cambridge

 

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****LR1. Date oflease:****

 

****LR2. Title number(s)********                                                                                ********None****

 

****LR2.1Landlord’s title number(s)****            ****None****

 

****LR2.2 Othertitle numbers****                   None

 

****LR3. Partiesto this Underlease****

 

****Landlord****:   **ACCELRYS LIMITED** whose registered office is at 334 CambridgeScience Park Milton Road Cambridge CB4 0WN

 

****Tenant:    QUALCOMM CAMBRIDGE LIMITED********whose registered office is at 20/22 Bedford Row LondonWC1R 4JS****

 

****Other parties****:   **ACCELRYS INC** incorporated in the State of California whoseprincipal place of business is 10188 Telesis Court Suite 100 San Diego CA92121-4779(the Landlord’s Guarantor)

 

****LR4.Property****

 

****In the caseof a conflict between this clause and the remainder of this Underlease then,for the purposes of registration, this clause shall prevail.****

 

See thedefinition of “Demised Premises” in **the FirstSchedule****of this Underlease

 

****LR5.Prescribed statements, etc: ****None

 

****LR6. Termfor which the Property is leased****:  See the definition of “Term”in clause 1 of this Underlease

 

****LR7. Premium****: None

 

****LR8.Prohibitions or restrictions on disposing of this Underlease****:

 

ThisUnderlease contains a provision that prohibits or restricts dispositions

 

****LR9. Rightsof acquisition etc.****

 

****LR9.1 Tenant’s contractualrights to renew this Underlease, to acquire the reversion or another lease ofthe Property, or to acquire an interest in other land****:     see Clause  10

 

****LR9.2 Tenant’s covenant to (oroffer to) surrender this Underlease****:  None

 

****LR9.3 Landlord’s contractualrights to acquire this Underlease****:  None

 

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****LR10. Restrictive covenantsgiven in this Underlease by the Landlord in respect of land other than theProperty****:  None

 

****LR11.Easements****

 

****LR11.1 Easements granted bythis Underlease for the benefit of the Property****: The easements specified in the Second Schedule to this Underlease

 

****LR11.2 Easements granted orreserved by this Underlease over the Property for the benefit of other property****:  The easements specified inthe Third Schedule to this Underlease

 

****LR12. Estaterent charge burdening the Property****:  None

 

****LR13. Applicationfor standard form of restriction****:  None

 

****LR14.Declaration of trust where there is more than one person comprising the Tenant:****   Not Applicable

 

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**THIS UNDERLEASE** is made the 10thday of May 2006

 

**Landlord’s Title Number: **None

 

**Administrative Area:**Cambridge :Cambridgeshire

 

**BETWEEN**:

 

(1)                                 **ACCELRYS LIMITED** (companyregistration number 2326316) whose registered office is at 334 CambridgeScience Park  Milton Road  Cambridge CB4 0WN (“the Landlord”)

 

(2)                                 **QUALCOMM CAMBRIDGE LIMITED**(company registration number 3908042) whose registered office is at 20-22Bedford Row  London  WC1R 4JS (“the Tenant”)

 

(3)                                 **ACCELRYS INC** incorporatedin the State of California  whoseprincipal place of business is 10188 Telesis Court Suite 100 San DiegoCA92121-4779  (“the Landlord’s Guarantor”)

 

**NOW THIS UNDERLEASE WITNESSES** asfollows:

 

**1.****                                      DEFINITIONS**

 

In thisUnderlease, unless the context otherwise requires,  the following expressions shall have thefollowing meanings:

 

**“Annual Rent”** the renthereby first reserved subject to review pursuant to the Fourth Schedule

 

**“Basic Rent”** means therent payable pursuant to clause 2.1(a) of the Headlease

 

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**“Building”** meaning theDemised Premises and the Retained Property together shown edged green on Plan 3annexed to this Underlease

 

**“Computing Date”** means the10th day of May in every year of the Term

 

** “Conduits”** means all drains pipes gullies sewers ducts mains channels subwayswires cables and any other conducting media of whatever nature exclusivelyserving the Demised Premises even if outside them

 

**“Declaration”** means astatutory declaration relating to the Warning Notice in a form compliant withthe requirements of Schedule 2 of the 2003 Order

 

**“Demised Premises”** meansthe Demised Premises described in the First Schedule

 

**“Encumbrances”** means theobligations and encumbrances contained or referred to in the documentsspecified in the Fifth Schedule

 

**“Group Company”** has themeaning ascribed to it by s.42 Landlord and Tenant Act 1954

 

** “Headlease”** means the superior lease under which  the Landlord holds the Demised Premisestogether with  the Retained Property madeon the 22nd day of February 2002 between The Master Fellows and Scholars ofTrinity College Cambridge (1) the Landlord (2) Accelrys Inc (3) and Trinity College (CSP) Limited (4) and includes anylease or leases superior to the Headlease (a copy of which is attached hereto)

 

**“Landlord’s Surveyor”**meansany person appointed by the Landlord to perform the function of a surveyor oraccountant for any purpose in this Underlease but does not include the surveyorreferred to in the Fourth Schedule

 

**“Permitted Part”** means theentirety of each floor of the Demised Premises (excluding any facilitiesrequired to be shared jointly between the two floors)

 

**“Quarter Days”** means25  March 24  June  29 September and  25 December inevery year and “Quarter Days” means any of them

 

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**“Retained Property”** meansthat part of the Building comprised in the Headlease but not forming part ofthe Demised Premises

 

**“Services”**means theservices set out in the Sixth Schedule

 

**“Service Charge”** means allsums payable by the Tenant by way of rent under clause 7

 

**“Service Charge Commencement Date “** means the 10th day of May 2006

 

**“Service Charge Period”**means

 

(a) the twelvemonth period commencing on the Computing Date in each year

 

(b) anyshorter period commencing on the Service Charge Commencement Date and ending onthe day preceding the following Computing Date

 

(c)  or any shorter period commencing on aComputing Date and ending upon the termination of the Term howsoever determined

 

**“Service Cost”** means theaggregate of all costs charges expenses and other outgoings properly incurredor to be incurred by the Landlord in providing the Services

 

** “Superior Landlord”** means the person or company in whom the reversion expectant uponthe Headlease is vested and shall include all superior landlords however remote

 

**“Tenant’s Percentage”**meansa fair and proper proportion of the Service Cost such fair and properproportion to be determined by the Landlord’s Surveyor whose decision shall bebinding on the parties in dispute

 

**“Term”**means the termof  years from and including the 10thday of May 2006 and expiring on the 9th day of May 2016

 

**“VAT”**means value addedtax at the rate in force when the relevant supply is made, and includes anysimilar tax from time to time replacing it or of a similar fiscal nature

 

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**“Warning Notice”** means anotice relating to the tenancy created by this Underlease in a form compliantwith the requirements of Schedule 1 of the 2003 Order

 

**“Working Day”**means anyday (other than a Saturday or a Sunday) on which clearing banks in the City ofLondon are open to the public for the transaction of business

 

**“1954 Act”** means theLandlord and Tenant Act 1954 (as amended)

 

**“1995 Act”** means theLandlord and Tenant (Covenants) Act 1995

 

**“2003 Order”** means theRegulatory Reform (Business Tenancies) (England and Wales) Order 2003

 

**2.****                                      INTERPRETATION**

 

In thisUnderlease, unless the context otherwise requires:

 

2.1                               wordsimporting any gender include every gender

 

2.2                               wordsimporting the singular number include the plural and vice versa

 

2.3                               wordsimporting persons include firms companies and corporations and vice versa

 

2.4                               anyobligation undertaken by two or more persons jointly shall be deemed to beundertaken jointly and severally

 

2.5                               headingsin this Underlease shall not affect its interpretation

 

2.6                               anyreference to a statute shall include any amendment to or re-enactment of suchstatute for the time being in force and all orders notices regulations bye-lawsdirections instruments codes of practice consents and permissions made orissued under it

 

2.7                               anyreference to the doing or permitting of any act or thing by the Landlord or theTenant includes the doing or permitting of that act or thing whether

 

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directlyor indirectly by any agent servant workman contractor or employee engaged byeither of them

 

2.8                               anycovenant by the Tenant not to do any act or thing shall include an obligationnot to suffer or permit such act or thing to be done

 

2.9                               whereunder this Underlease the Tenant is required to obtain the consent of theLandlord for any act or matter the consent of the Superior Landlord shall alsobe required to the extent stipulated under the terms of the Headlease providedthat nothing in this Underlease shall  beconstrued as imposing on the Superior Landlord any obligation not unreasonablyto withhold consent

 

2.10                         references toany right of entry or covenant to permit the Landlord to enter the DemisedPremises shall extend to the Superior Landlord and to anyone authorised by itor otherwise entitled

 

2.11                         theexpressions “**the Landlord**” and “**the Tenant**” whenever the context  so admits shall include their respectivesuccessors in title

 

**3.****                                    DEMISE**

 

The Landlordleases the Demised Premises to the Tenant TOGETHER WITH the rights set out inthe Second Schedule but EXCEPTING AND RESERVING the rights set out in the ThirdSchedule SUBJECT TO the provisions of the Headlease and all rights enjoyed bythe owners or occupiers of any neighbouring property over the Demised PremisesTO HOLD to the Tenant for a term of 10  years from and including the 10thday of May 2006 YIELDING AND PAYING to the Landlord:

 

3.1                               theyearly rent of two hundred and sixty eight thousand three hundred and seventynine pounds fifty pence (£268,379.50) plus VAT thereon (if applicable) subjectto review  in accordance with the FourthSchedule such rent to be paid in advance by the same instalments and on thesame days as rent is payable under the Headlease (such rent to be paid bybankers standing order if the Landlord shall so require) the first such paymentto be made on the

 

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10th day of November 2006 and tobe a proportionate  amount for the periodfrom and including the 10th day of November 2006 to the 24thday of December 2006

 

3.2                               by wayof further additional rent the Tenant’s Percentage of  the rents paid by the Landlord under clauses2.1(b) of the Headlease (save for the insurance rent referred to in paragraph 1of Part 2 of Schedule 3 of the Headlease) and clauses 2(1) (c) and (d) of theHeadlease such rent to be payable on demand

 

3.3                               by wayof further additional rent the Tenants’ Percentage of the Service Charge whichshall be payable in accordance with clause 7

 

3.4                               interestat the rate of 4 per cent per annum above the base rate for the time being ofHSBC plc on all rents and payments herein covenanted to be paid by the Tenantfrom the date upon which the same shall become due until the date of paymentsuch interest to be paid on demand

 

3.5                               anyother monies which may become due from the Tenant to the Landlord under theprovisions of this Underlease

 

**4.****                                    TENANT’S COVENANTS**

 

TheTenant hereby covenants with the Landlord and separately with the Landlord’sGuarantor as follows:

 

4.1                               To pay rents and outgoings

 

4.1.1                      to pay the rentshereinbefore reserved at the times and in the manner aforesaid clear of anydeduction or set off whatsoever

 

4.1.2                      to pay allexisting and future rates taxes charges assessments and outgoings in respect ofthe Demised Premises (whether assessed or imposed on the owner or the occupier)except any tax (other than VAT) arising as a result of the receipt by theLandlord of the rents reserved by this Underlease and any tax arising on anydealing by the Landlord with its reversion to this Underlease and until suchtime as the invoices for gas and electricity are sent to the Tenant direct bythe suppliers to reimburse the Landlord for all such outgoings

 

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4.2                               To observe Headlease Covenants

 

to observe andperform the covenants and conditions on the part of the tenant contained in theHeadlease but only to the extent that such covenants relate to the DemisedPremises and do not conflict with any covenants, conditions or obligations inthis Underlease (and in the case of a conflict the terms of this Underleaseshall prevail) and to indemnify the Landlord from and against any actionsproceedings claims costs demands damages expenses or losses arising from anybreach non-observance or non-performance of such covenants and conditionsprovided that :

 

4.2.1                     such covenantsand conditions shall for the purpose of this sub-clause be read and construedas if:

 

4.2.1.1                                          any reference to the landlord under the Headlease includes theLandlord

 

4.2.1.2                                          any reference to the Premises under the Headlease were a referenceto the Demised Premises

 

4.2.1.3                                          any reference to the term granted by the Headlease were a referenceto the Term

 

4.2.1.4                                          any reference to the adjoining or neighbouring property of thelandlord under the Headlease includes the Retained Property (where applicable)

 

4.2.2                     the Tenant’sobligation under this sub-clause shall be limited so as to exclude:

 

4.2.2.1                                          any obligation to pay rent under the terms of the Headlease

 

4.2.2.2                                          obligations relating to the Retained Property

 

4.2.2.3                                          obligations  expresslyundertaken by the Landlord under this Underlease

 

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4.3                               To Permit Entry

 

to permit theLandlord to exercise the rights of entry specified in the Third Schedulesubject to the Landlord carrying out any inspection, repairs, works or anyother rights as quickly as is reasonably possible and making good any damagecaused in the exercise of such rights to the Tenant’s reasonable satisfaction.

 

4.4                               Alienation

 

4.4.1                      unless expresslypermitted under clauses 4.4.2 or 4.4.4 the Tenant shall not assign underletcharge part with or share possession or occupation of all or any part of theDemised Premises nor hold the Demised Premises on trust for any other person

 

4.4.2                      the Landlordshall not unreasonably withhold or delay consent to an assignment of the wholeof the Demised Premises but the Landlord and the Tenant agree for the purposesof section 19(1A) Landlord and Tenant Act 1927 that the Landlord may withholdthat consent unless the following conditions are satisfied :

 

4.4.2.1                                       the prospective assignee is not a Group Company unless of no lessfinancial status than the Tenant and

 

4.4.2.2                                      inrelation to either the prospective assignee or any prospective guarantor orguarantors that party shall in the reasonable opinion of the Landlord be asubstantial and respectable body or person whose registered office and place ofbusiness or address is within the United Kingdom

 

4.4.2.3                                      inthe reasonable opinion of the Landlord the prospective assignee is ofsufficient financial standing to enable it to comply with the Tenant’scovenants in this Underlease

 

4.4.2.4                                      theTenant (and any former Tenant who by virtue of there having been an “excludedassignment” as defined in section 11 of the Landlord and Tenant (Covenants) Act1995 has not been released from the Tenant’s covenants in

 

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thisUnderlease) enters into an authorised guarantee agreement within the meaning ofthe Landlord and Tenant (Covenants) Act 1995 with the Landlord in the form setout in schedule 7 of the Headlease

 

4.4.2.5                                      ifthe Landlord reasonably requires a guarantor or guarantors acceptable to theLandlord acting reasonably has guaranteed to the Landlord the due performanceof the prospective assignee’s obligations in like terms to those set out inschedule 6 of the Headlease and

 

4.4.2.6                                      anysecurity for the Tenant’s obligations under this Underlease which the Landlordholds immediately before the assignment is continued or renewed in each case onsuch terms as the Landlord may reasonably require in respect of the Tenant’sliability under the authorised guarantee agreement referred to in clause4.4.2.4 (but this clause shall not apply to any authorised guarantee agreemententered into by a former tenant or by any guarantor of a former tenant) and

 

4.4.2.7                                      anysum due from the Tenant to the Landlord under this Underlease (or any deed ofvariation licence consent or other document supplemental to or associated withthis Underlease) is paid and any other material breach of the Tenant’scovenants in this Underlease (or any deed of variation licence consent or otherdocument supplemental to or associated with this Underlease) is remedied and

 

4.4.2.8                                      theLandlord has received an undertaking from the Tenant’s solicitors in such formas the Landlord may reasonably require to pay the Landlord on demand thereasonable legal and surveyor’s costs and disbursements (including Value AddedTax) properly incurred by the Landlord in considering the Tenant’s applicationand

 

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preparingnegotiating and entering into any relevant documentation whether or not theapplication is withdrawn or the consent is granted provided that if consent isunreasonably withheld such sums shall not be payable

 

4.4.3                        any consent granted under this clause 4.4 shall (unless it expresslystates otherwise) only be valid if the dealing to which it relates is completedwithin two months after the date of the written consent

 

4.4.4                        the Tenant may (after giving written notice to the Landlordcontaining all relevant information) share occupation of the Demised Premiseswith any Group Company on condition that the sharing shall not create any relationshipof landlord and tenant and that on any occupier ceasing to be a Group Companythe occupation shall immediately cease

 

4.5                               Alterations

 

4.5.1                        not to carry out any alterations additions or improvements to theDemised Premises of any nature save for non-structural internal alterationswhich will require the written consent of the Landlord (not to be unreasonablywithheld or delayed)  provided that noconsent shall be required to install erect or remove demountable non-structuralpartitioning however the Tenant shall notify the Landlord of all such works

 

4.5.2                        the Tenant shall be required to reinstate any works which they havecarried out to the Demised Premises during the Term of this Lease at theexpiration or sooner determination of the Term

 

4.6                               Security

 

theTenant shall be responsible for ensuring the security of the Demised Premisesand the Tenant shall:

 

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4.6.1                         ensure that at all times the Landlord has particulars of the name,home address home telephone number and mobile telephone number of at least twokeyholders of the Demised Premises; and

 

4.6.2                        provide the Landlord with a set of keys and any entry codes to theDemised Premises to enable the Landlord or its agents and others authorised bythe Landlord to enter the Demised Premises but only for security purposes or incase of emergency and only after a keyholder has been notified of the Landlord’sintentions.

 

4.7                               Refuse

 

to arrange forthe removal of refuse from the Demised Premises once a week

 

4.8                               Maintenance Contracts

 

to enter intomaintenance contracts with reputable contractors for the regular servicing ofthe plant and equipment (including the lift but excluding the air conditioningand the plant and machinery in the roof void above the Demised Premises)serving only the Demised Premises

 

4.9                               New Lease on Disclaimer of Headlease

 

4.9.1                       if the Landlord’sGuarantor is required to enter into a new lease pursuant to its obligations setout in schedule 6 of the Headlease the Tenant shall if requested by theLandlord’s Guarantor to do so enter into a new underlease of the DemisedPremises with the Landlord’s Guarantor on the terms set out in clause 4.9.2

 

4.9.2                       the rights andobligations under the new underlease shall take effect from the date of thedisclaimer of the Headlease and the new underlease shall:

 

4.9.2.1             be for a term thatexpires at the same date as the end of the Term of this Underlease had therebeen no disclaimer of the Headlease;

 

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4.9.2.2             reserve as an initialannual rent an amount equal to the Annual Rent on the date of the disclaimer(subject to clause 4.9.4) and which is subject to review on the same terms anddate provided by this Underlease; and

 

4.9.2.3             be excluded from sections24 to 28 of the 1954 Act; and

 

4.9.2.4             otherwise be on the sameterms as this Underlease (as varied if there has been any variation

 

4.9.3                       each party shall pay their own fees in respect of the new underlease

 

4.9.4                       if at the dateof the disclaimer of the Headlease there is a rent review pending under thisUnderlease, then the initial annual rent to be reserved by the new underleaseshall be the Rack Rental Value of the Demised Premises at the review date, asagreed between the Landlord’s Guarantor (acting as landlord) and the Tenantbefore the grant of the new underlease

 

4.10                         Repair and Decoration

 

4.10.1                 the Tenant shall keepthe Demised Premises in a good and substantial state of repair and conditionProvided That the Tenant shall not be required to yield up the Demised Premisesin any better state of repair than that evidenced by the Schedule of Conditiondated 18 April 2006 and attached to this Underlease Provided Further that theSchedule shall not relate to any Conduits or plant and machinery and suchrepair liability is therefore not qualified

 

4.10.2                 the Tenant shalldecorate the Demised Premises in every fifth year of the Term and in the lastthree months of the Term

 

**5.****                                    LANDLORD’S COVENANTS**

 

Subject to theTenant paying the rents referred to and complying with the terms of thisUnderlease the Landlord hereby covenants with the Tenant as follows:

 

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5.1                               the Tenant may peaceably hold and enjoy the Demised Premises duringthe Term without any lawful interruption by the Landlord or any personrightfully claiming through under or in trust for it

 

5.2                               subject to payment of the Service Charge to provide such of theServices as the Landlord may from time to time reasonably deem necessary and inaccordance with good estate management PROVIDED THAT the Landlord shall not bein breach of this covenant if:

 

5.2.1                         it fails toprovide any service for reasons beyond its reasonable control; or

 

5.2.2                         the Landlordis not given written notice of the breach in question and is otherwise unawareof the same

 

5.3                               in performing its obligations under this clause the Landlord shallbe entitled to employ such agents contractors or other persons as it may thinkfit and to delegate its duties and powers to them, the reasonable and properfees and expenses of such employment to form part of the Service Cost

 

5.4                               the Landlord may in its reasonable discretion add to extend vary orwithhold from time to time any of the services specified in the Sixth Schedulerespectively in accordance with the principles of good estate management and ifthe Landlord shall consider it desirable to do so for the more efficientmanagement operation or security of the Building

 

5.5                               to pay the rents reserved by the Headlease and insofar as the Tenantis not liable for such performance under the terms of this Underlease toperform and observe the covenants and conditions contained in the Headlease onthe part of the tenant and at the request of the Tenant to take reasonablesteps to enforce the covenants of the landlord contained in the Headlease

 

5.6                               at the request and cost of the Tenant to take reasonable steps toobtain the  consent of the SuperiorLandlord where the Tenant makes any application for any consent required underthis Underlease and where the consent of both the

 

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Landlord and the Superior Landlord isneeded by virtue of this Underlease and the Headlease

 

5.7                                at therequest of the Tenant to take reasonable steps to enforce the covenants of theLandlord and Trinity College (CSP) Limited contained in the Headlease

 

5.8                                at therequest of the Tenant to apply to the Superior Landlord for a copy of thepolicy or policies of insurance effected by the Superior Landlord pursuant toparagraph 2 of Schedule 5 of the Headlease and to supply a copy to the Tenantupon receipt

 

**6****                                         INSURANCE**

 

6.1                                if theDemised Premises or any part of them shall at any time during the Term bedestroyed or damaged by a risk against which insurance shall have been effectedunder the terms of the Headlease so that the Demised Premises or any part ofthem shall be unfit for use or occupation then (unless the insurance of theDemised Premises shall have been vitiated by the act neglect or omission of theTenant or anyone at the Demised Premises expressly or by implication with theTenant’s authority) the Annual Rent and the rent reserved by clause 2.1 (c) ofthe Headlease or a fair proportion thereof according to the nature and extentof the damage sustained shall be suspended and cease to be payable until the Demised Premises or the relevantportion thereof shall have been reinstated until the period of suspension of rent provided for under the terms ofthe Headlease shall have expired whichever is the shorter

 

**7****                                        THE SERVICE CHARGE**

 

7.1                                theTenant shall pay the Service Charge to the Landlord in the manner and at thetimes set out in this clause

 

7.2                                theTenant shall pay the Tenant’s Percentage of the Service Cost

 

7.3                                the Service Cost and the Tenant’s Percentage shall be assessed andpaid as follows :

 

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7.3.1                       on or about theService Charge Commencement Date and subsequently on or about the ComputingDate in each year of the Term the Landlord will send the Tenant an itemisedwritten estimate of :

 

7.3.1.1               the amount the Landlord reasonably expects to incur in the relevantService Charge Period in respect of the Service Cost (**“the Estimated Service Charge**”)

 

7.3.1.2               the Tenant’s Percentage of the Estimated Service Charge for theServices

 

7.3.2                       the Tenantshall pay the Tenant’s Percentage of the Estimated Service Charge in equalinstalments in advance on each of the usual Quarter Days the first payment ofwhich shall be a proportionate payment in respect of the period from theService Charge Commencement Date to the following Quarter Day and shall bepayable on the date hereof Provided That for the period from and including 10thMay 2006 to and including 9 May 2007 the Tenant’s liability shall not exceed£68,049

 

7.3.3                       unlessprevented by causes beyond its control, as soon as reasonably possiblefollowing the Computing Date the Landlord will deliver to the Tenant astatement giving full details of :

 

7.3.3.1               the actual Service Charge for the Service Charge Period,

 

7.3.3.2               the Tenant’s Percentage for such year

 

7.3.3.3               the amount received from the Tenant under clause 7.3.2 and

 

7.3.3.4               the amount of any shortfall due to the Landlord (**“the****Shortfall”**)or any excess overpaid by the Tenant (**“TheExcess”**)

 

7.3.4                       within 28 days of delivery of the statementreferred to in clause 7.3.3 the Tenant will either:

 

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7.3.4.1               pay to the Landlord any Shortfall, or

 

7.3.4.2               the Landlord shall credit the amount of the Excessagainst the next payment of Service Charge due from the Tenant or at the end ofthe Term refund the same

 

7.3.5                       the Tenant’s obligations in this clause 7shall continue to apply notwithstanding the expiration or sooner determinationof the Term but only in respect of the period down to such expiration or soonerdetermination of the Term

 

7.4.1                       in the event of the Building being altered,added to, extended or redeveloped the Service Charge and the Tenant’s Percentageshall be adjusted in such manner as shall be just and equitable and in defaultof agreement as to what is just and equitable the matter shall be referred tothe Landlord’s Surveyor for determination whose decision acting reasonablyshall be binding on the parties in dispute

 

7.4.2                       the omission by the Landlord of any sumproperly expended or a liability properly incurred in any year shall notpreclude it from including that sum or that liability in the Service Cost inthe subsequent year

 

7.4.3                       the Landlord may upon prior written noticeto the Tenant alter the Computing Date or any date or dates other than theService Charge Commencement Date in accordance with the Landlord’s accountingpractice from time to time

 

7.4.4                       if during any year it appears to theLandlord that the Estimated Service Charge is likely to be exceeded then theLandlord may serve on the Tenant a statement of those expenses and liabilitiesand the Tenant’s Percentage thereof shall be paid by the Tenant within fourweeks of such demand

 

7.5                              theTenant may not object to the Service Charge or any item comprised in theService Cost on the ground or grounds that:

 

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7.5.1                      an item of theService Cost included at a proper cost might have been provided or performed ata lower cost so long as the cost was reasonable in the circumstances, or

 

7.5.2                      an item of theService Cost fails to comply with an estimate which was given, or

 

7.5.3                      the Tenantdisagrees with any estimate of future expenditure for which the Landlordrequires to make provision so long as the Landlord has acted reasonably, or

 

7.5.4                      the Tenantdisagrees with the Landlord’s exercise of any discretion reserved to it so longas a reasonable Landlord could have reached the conclusion that the Landlordhas, or

 

7.5.5                      an item of theService Cost includes an element of betterment or improvement of the Buildingits services or its amenities

 

7.6                               theLandlord may not include within the Service Cost any costs and expensesrelating to the repair of the cracks in the external structural wall of theBuilding adjacent to the fire exit

 

**8****                                       HM LAND REGISTRY**

 

8.1                               promptlyfollowing the grant of this Underlease, the Tenant shall apply to register thisUnderlease at HM Land Registry and shall ensure that any requisitions raised byHM Land Registry in connection with that application are dealt with promptlyand properly and within one month after completion of the registration, shallsend official copies of its title to the Landlord

 

8.2                               on thetermination of this Underlease (howsoever determined) the Tenant shall promptly;

 

8.2.1                        apply at its own cost to HM Land Registry to close its registeredleasehold title in respect of this Underlease and

 

8.2.2                        (if applicable) remove notice of this Underlease from the Landlord’sregistered title;

 

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AND in theevent that the Tenant fails to do so within one month of the termination ofthis Underlease (howsoever determined) the Tenant hereby irrevocably appointsthe Landlord as its attorney pursuant to Section 4 of the Power of Attorney Act1971 and authorises the Landlord to sign any application or other document onbehalf of the Tenant as may be required for the purposes of making suchapplications to HM Land Registry the Landlord’s reasonable legal and othercosts for such application being recoverable from the Tenant as a debt

 

9**                                          OPTION TO BREAK**

 

If the Tenantwishes to determine the Term on the 9th day of May 2011 (“the Break Date”) andgives to the Landlord not less than 6 months’ prior written notice of suchdesire and shall on the Break Date have :-

 

9.1                                 paid all of the Annual Rent and the Service Charge

 

9.2                                 given vacant possession of the Demised Premises to the Landlord

 

then upon theexpiry of that notice the Term and this Underlease shall immediately cease anddetermine and have no further effect but without prejudice to the rights eitherparty may have against the other in respect of any previous breach of covenantand time shall be of the essence in this clause

 

**10****                                OPTION TO TAKE ADDITIONAL SPACE**

 

10.1                         If theLandlord shall identify any further space within the Retained Property which issurplus to requirements and which it would be willing to offer for letting (“theadditional space”) the Landlord shall first offer the additional space to theTenant quoting (by reference to a plan) the area of the premises, the rent andany other relevant details and otherwise on the same terms and conditions asthis Lease and provided that the Tenant

 

10.1.1                  has paid the rents hereby reserved and any VAT payable on them and

 

10.1.2                  has substantially observed and performed the tenant’s covenantscontained in this Underlease

 

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then theLandlord must grant to the Tenant (here meaning Qualcomm Cambridge Limited(Company Number 3908042) only) a new lease of the additional space

 

10.2                        the Tenant shall have 10 Working Days from receipt of notificationpursuant to clause 10.1 to confirm that it wishes to take a lease and agree theterms for a new lease of the additional space (including the form of lease) andshall subject to compliance with the terms of Clause 10.3 below have a further15 Workings Days to complete the new lease

 

10.3                        the option created by this clause 10 shall not be binding until :

 

10.3.1                the Landlord hasserved a Warning Notice on the Tenant which the Landlord covenants to serve onthe Tenant  within 5 Working Days ofagreement of the form of lease pursuant to clause 10.2 and

 

10.3.2                a person dulyauthorised by the Tenant have made a Declaration in relation to the WarningNotice and have delivered a copy of the same to the Landlord

 

10.3.3                the Landlord hasobtained consent from the Superior Landlord (and any other consents as may berequired) to the grant of the new lease by way of a Licence to Underlet

 

10.4                        the new lease shall be ;

 

10.4.1                on the same terms andconditions as this Underlease except for the Annual Rent the Tenant’sPercentage the premises to be demised and the Term and this option foradditional space and

 

10.4.2                shall be contractedout of the security of tenure provisions of the 1954 Act and shall  only be granted after the necessaryformalities for such exclusion has been satisfied

 

10.5                        the rentreserved under the new lease granted pursuant to clause 10.1 above is to be themarket rent of the additional space at the date of service of the notice

 

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by the Landlord pursuant to Clause 10.1such rent to be agreed between the parties prior to the grant of the new lease

 

10.6                           if the Tenant does not comply with the strict terms of this clausethe obligation on the Landlord to grant a Lease of the additional space shalllapse.

 

**11****                                  1954 ACT**

 

11.1                         the Tenanthereby confirms that before it became contractually bound to enter into thetenancy created by this Underlease the Landlord served a Warning Notice dated 21April 2006 on the Tenant in relation to the tenancy created by this Underleaseand a person duly authorised by the Tenant made a Declaration dated 9 May 2006in relation to that Warning Notice

 

11.2                         the Tenantalso confirms in its capacity as the future provider of an authorised guaranteeagreement (“an AGA provider”) that before it became contractually bound toenter into an authorised guarantee agreement envisaging a new tenancy on theterms referred to in clause 4.4.2.4 the Landlord served a Warning Notice dated 21April 2006 being the same notice referred to in clause 11.1 on the Tenant inrelation to that tenancy, and a person duly authorised by the Tenant in itscapacity as an AGA provider made a Declaration dated 9 May 2006 in relation tothat Warning Notice

 

11.3                         the Landlordagrees to exclude the provisions of sections 24 to 28 (inclusive) of the 1954Act in relation to the tenancy created by this Underlease and any other tenancywhich may arise under the terms of any authorised guarantee agreement or anyguarantee made or given pursuant to this Underlease

 

**12****                                  PROVISOSAND AGREEMENTS**

 

It is herebyagreed and declared as follows:

 

12.1                         the provisionas to re-entry and forfeiture contained in the Headlease shall apply to theTerm and shall be deemed to be incorporated in this Underlease with thefollowing modifications:

 

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12.1.1               references to thelandlord and tenant under the Headlease shall be read and construed asreferences to the Landlord and the Tenant respectively

 

12.1.2               references to thecovenants and conditions of the Headlease shall be read and construed asreferences to the covenants and conditions of the Underlease

 

12.1.3               references to the termgranted by the Headlease shall be read and construed as references to the Term

 

12.1.4               references to theproperty demised by the Headlease shall be read and construed as references tothe Demised Premises

 

12.2                         if anyquestion or dispute shall arise out of or in relation to the terms of thisUnderlease then:

 

12.2.1               if such question ordispute arises out of or relates to the Headlease and the matter is determinedpursuant to the provisions of the Headlease the determination shall be bindingupon the Landlord and the Tenant for the purposes of this Underlease

 

12.2.2               in any other case thematter shall be determined in like manner as is provided for in the Headleasefor questions or disputes arising thereunder references in the Headlease to thelandlord and tenant thereunder being read and construed as references to theLandlord and Tenant respectively

 

12.3                         the Landlordis not liable under any covenant implied into this Underlease by statute forany breach of the terms of the Headlease concerning the condition of theDemised Premises and section 4(1)(b) of the Law of Property (MiscellaneousProvisions) Act 1994 shall not apply to any covenants and conditions containedin the Headlease relating to the repair or decoration of the DemisedPremises  nor to any matter or thingdisclosed to the Tenant prior to the date hereof

 

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12.4                         thisUnderlease will be governed by and construed in accordance with English law andthe parties irrevocably submit to the non-exclusive jurisdiction of the Englishcourts.

 

12.5                         on theassignment of the reversion immediately expectant upon the determination ofthis Underlease the Landlord shall cease to be liable for any future default incompliance with any provision contained in this Underlease.

 

**13****                                  RIGHTSOF THIRD PARTIES**

 

Save asexpressly provided, none of the provisions of this Underlease are intended toor will operate to confer any benefit pursuant to the Contracts (Rights ofThird Parties) Act 1999 on a person who is not named as a party to thisUnderlease

 

**IN WITNESS** whereof the Landlord andthe Tenant have executed this Underlease and delivered the same as their deed on the day and year first abovewritten

 

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**THE FIRST SCHEDULE**

 

**The Demised Premises**

 

The ground andfirst**floor of the Building shownedged red on Plan 1 and Plan 2 and which is known as 335 Cambridge SciencePark, Cambridge bounded by and including:

 

(a)                                  the floorboards;

 

(b)                                 the suspended ceiling and the void above;

 

(c)                                  the interior plaster finishes of exterior walls and columns;

 

(d)                                 the plaster finishes of the interior structural walls and structuralcolumns;

 

(e)                                  the doors and windows (if any) within the interior structural wallsand columns that adjoin the Retained Property and their frames and fittings;

 

(f)                                    one half of the thickness of the interior, non-structural walls andcolumns that adjoin the Retained Property;

 

(g)                                 the doors and windows within the interior, non-structural walls andcolumns that adjoin the Retained Property and their frames and fittings;

 

(h)                               allConduits within the Demised Premises and which exclusively serve the same

 

(i)                                   allfixtures and fittings (excluding the air conditioning save damage caused by theTenant) within the Demised Premises

 

but excluding:

 

(j)                                     the windows in the exterior walls and their frames and fittings;

 

(k)                                  the whole of the interior structural walls and columns within theDemised Premises other than their plaster finishes and other than the doors andwindows and their frames and fittings within such walls; and

 

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(l)                                     all Conduits within the Demised Premises but which do notexclusively serve the Demised Premises

 

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**THE SECOND SCHEDULE**

 

**The Ancillary Rights**

 

1.                                    Theright of shelter protection and support from the appropriate parts of theRetained Property

 

2.                                    Thefree passage and running of water soil gas electricity and other servicesthrough and along the Conduits serving the Demised Premises which are now orwithin the Term within the Retained Property subject to temporary interruptionfor the purpose of repair and maintenance

 

3.                                    Therights of pedestrian and vehicular access (as appropriate) over the footpathsand car parks comprised within the Building subject to any reasonableregulations issued from time to time by the Landlord in respect of security andestate management of the Retained Property and the Demised Premises and subjectto temporary interruption for the purposes of repair and maintenance

 

4.                                    Subjectto any reasonable regulations issued from time to time by the Landlord inrespect of security and estate management of the Retained Property and theDemised Premises

 

4.1                                theright to park 62 private cars in the car parking areas of the Building in suchposition shaded orange on Plan 4 or in such other spaces which are designatedin writing from time to time by the Landlord and

 

4.2                                to use2 visitors’ parking spaces at the front of the building for the purposes onlyof bona fide visitors parking and 1 disabled space also in front of thebuilding

 

5.                                    Theright to erect a sign on the exterior of the Demised Premises adjacent to themain entrance to the Demised Premises and the right to add the Tenant’s name tothe sign at the entrance to the Building in both cases such signs shall be of asize and nature first approved by the Landlord and Superior Landlord

 

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6.                                    Therights referred to in Part 2 of Schedule 1 of the Headlease

 

7.                                    Theright to use the bike shed shown edged blue on Plan 4

 

8.                                    Theright to use refuse areas, and the right to access the gas meters (to verifymeter readings only) located behind the bike shed

 

9.                                    Theright (for the Tenant and where appropriate his workmen and those authorised byhim) to enter onto the Retained Property upon reasonable notice where access isrequired for the purposes of

 

(a)                                  carrying out works to the Demised Premises where access on to theRetained Property is required

 

(b)                                 maintaining, repairing and servicing Conduits and other services toand in the Demised Premises

 

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**THE THIRD SCHEDULE**

 

**Exceptions and Reservations**

 

1.                                    Theright upon reasonable notice (except in case of emergency) to enter the DemisedPremises either personally or by agents professional advisors contractorsworkmen or others for any purpose that is in the opinion of the Landlord orSuperior Landlord necessary to enable it to comply with the covenants andconditions on the part of the lessee contained in the Headlease

 

2.                                    Theright of shelter protection and support from the Demised Premises in respect ofthe Retained Property

 

3.                                    Thefree passage and running of water soil gas electricity and other servicesthrough and along the Conduits serving the Retained Property which are now orwithin the Term within the Demised Premises

 

4.                                    Theright of access following reasonable prior notice (except in case of emergency)to any meters, stop cocks, switch gear or other equipment including fire panelslocated in the Demised Premises and serving the Retained Property and theTenant shall be liable to pay the full cost of any damage caused by the Tenantto such items

 

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**THE FOURTH SCHEDULE**

 

**Rent Review**

 

1.                                       **DEFINITIONS**

 

In this Schedule:

 

**“Review Date”** meansthe 25th day of March 2007 and the 25th day of March 2012and **“Relevant****Review Date”** shall be interpretedaccordingly;

 

**“Rack Rental Value”**means the annual rent (exclusive of VAT) at which the Demised Premises mightreasonably be expected to be let in the open market at the Relevant Review Date

 

**ASSUMING**

 

1.2.1                                                                      the letting is on the same terms as those contained in thisUnderlease but subject to the following qualifications:

 

(a)                                  the term shall commence on the Relevant Review Date and be of alength equal to the residue of the Term remaining at the Relevant Review Dateor 10 years (whichever is the longer)

 

(b)                                 the amount of the Annual Rent shall be disregarded, but it shall beassumed that the Annual Rent is subject to review on the terms of and at thesame intervals as the Annual Rent under this Underlease

 

1.2.2                                                                      the Demised Premises are available with vacant possession to let asa whole by a willing landlord to a willing tenant, without premium

 

1.2.3                                                                      the Demised Premises are available for immediate occupation and useas permitted by the Headlease

 

1.2.4                                                                      all the obligations on the part of the Landlord and the Tenantcontained in this Underlease have been fully performed and observed

 

1.2.5                                                                      no work has been carried out to the Demised Premises which hasreduced the rental value of the Demised Premises

 

1.2.6                                                                      if the whole or any part of the Demised Premises has been destroyedor damaged by an Insured Risk (as defined in the Headlease) it has been fullyreinstated

 

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**BUT DISREGARDING**

 

1.2.7                                                                      any goodwill attached to the Demised Premises by reason of anybusiness carried on there by the Tenant and any undertenant

 

1.2.8                                                                      any effect on rent of the fact that any Tenant and any undertenantis or has been in occupation of the Demised Premises

 

1.2.9                                                                      any effect on rent of any improvements at the Demised Premisesduring the Term and made with the Landlord’s written consent by the Tenant orany undertenant, except improvements carried out pursuant to an obligation tothe Landlord or at the expense of the Landlord

 

**PROVIDED THAT**theRack Rental Value shall be that which would be payable after the expiry of anyrent free period for fitting out or concessionary rent period for fitting out(or the receipt of any contribution to fitting out works or other inducement inlieu thereof) which might be given on a letting of the Demised Premises, sothat no discount reduction or allowance is made to reflect (or compensate thetenant for the absence of) any such rent free concessionary rent period orcontribution or other inducement allowed for the purposes of fitting out

 

1.3                                 **“Revised Rent”**means the new Annual Rent following each Review Date payable pursuant toparagraph 2 below

 

1.4                                 **“Arbitrator”**means a surveyor with experience in dealing with office premises agreed betweenthe Landlord and the Tenant, or in the absence of agreement nominated on theapplication of either party by the President for the time being of the RoyalInstitute of Chartered Surveyors

 

2.                                       **UPWARDSONLY RENT REVIEW**

 

The Annual Rent shall be reviewed on each Review Date to the higher of:

 

2.1                                 the Annual Rent payable immediately before the Relevant Review Date(disregarding any suspension or abatement of the Annual Rent); and

 

2.2                                 the Rack Rental Value on the Relevant Review Date agreed ordetermined in accordance with this Underlease

 

**3.****                                      ****DETERMINATIONOF A NEW RENT**

 

3.1                                TheRack Rental Value at any Review Date shall be:

 

3.1.1                                                                        agreed in writing between the Landlord and the Tenant, or

 

3.1.2                                                                        determined by arbitration on the application of either Landlord orTenant at any time after the Relevant Review Date

 

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3.2                                In the absence of a determination by the Arbitrator appointed todetermine any question under this Underlease as to his fees they shall be borneequally by the Landlord and the Tenant

 

3.3                                The fees and expenses of the Arbitrator and any VAT thereon shall bepaid by the Landlord and the Tenant in such shares as the Arbitrator shalldecide (or in equal shares if the Arbitrator does not decide this point); ifone party pays all the Arbitrator’s fees and expenses, the paying party mayrecover the other’s share from the other party, and in the case of the Landlordas arrears of rent

 

3.4                                If the Arbitrator dies, refuses to act or becomes incapable ofacting, or if he fails to notify the parties of his determination within twomonths after receiving the last submission delivered to him, either theLandlord or the Tenant may apply to the President to discharge him and appointanother in his place

 

**4.****                                      ****INTERIMARRANGEMENTS**

 

If a Revised Rent is not agreed or determined by theRelevant Review Date:

 

4.1                                the Annual Rent payable immediately before the Relevant Review Dateshall continue to be payable until the Revised Rent is ascertained

 

4.2                                when the Revised Rent is ascertained

 

4.2.1                                                                        the Tenant shall pay within 14 days of ascertainment:

 

4.2.1.1                                                            any difference between the Annual Rent payable immediately beforethe Relevant Review Date and the Principal Rent which would have been payablehad the Revised Rent been ascertained on the Relevant Review Date (“**the Balancing Payment**”) and

 

4.2.1.2                                                            interest on the Balancing Payment at Base Rate from the date ordates when the Balancing Payment or the relevant part or parts would have beenpayable had the Revised Rent been ascertained on the Relevant Review Date

 

4.2.2                        the Landlord and Tenant shall sign and exchange a memorandumrecording the agreed amount of the Revised Rent

 

**5.****                                      ****RENTRESTRICTIONS**

 

If at any Relevant Review Date the operation of the rent reviewprovisions in this Lease, or the normal collection and retention by theLandlord of any increase in the rent is prohibited or modified, the Landlordmay elect at any time that the day after the date on which any such prohibitionor modification is relaxed shall be substituted for the Relevant Review Date

 

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**6.****                                     ****TIME**

 

Time shall not be of the essence for the purposes of this Schedule

 

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**FIFTH SCHEDULE**

 

**The Encumbrances**

 

All matterscontained or referred to in the Headlease insofar as the same relate to theDemised Premises and are still capable of taking effect

 

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**SIXTH SCHEDULE**

 

**Service Charge**

 

The Services shall include the costs, charges and expenses of:

 

1.                                       keeping in good and substantial repair andcondition and of periodically inspecting, servicing, maintaining, amending,cleansing, lighting, heating, resurfacing and renewing and rebuilding (wherebeyond economic repair):

 

1.1                                 the foundations, the roofs, the floors, themain walls, main structural members and the supporting columns  of the Building and any other structureforming  part of the Building (includingwithout prejudice to the generality of the foregoing the exterior of thewindows frames and external sills of the Building)

 

1.2                                 the Conduits serving the Building but onlyso far as the same are not maintainable by a statutory or service undertaker

 

1.3                               all plant, equipment, boilers, machinery andinstallations and all other apparatus (including without prejudice to thegenerality of the foregoing the  aircirculating plant, and central  heatingapparatus) installed or used in connection with the Building

 

2.                                       painting with good quality paint orotherwise preserving, protecting cleansing and renewing with suitable materialsas appropriate to the structure surface or item in good sound and workmanlikemanner all the outside wood, metal work, paintwork, brickwork, stonework andother external surfaces of the Building (including without prejudice to thegenerality of the foregoing the exterior of the window frames and externalsills of the Building), and

 

3.                                       repairing, resurfacing, cleansing,lighting, landscaping, maintaining and renewing replacing rebuilding (wherebeyond economic repair) the access roads, and the forecourts, the parkingspaces, loading bays, ways, roads, pavements, Conduits, landscaped areas,refuse areas, bin stores, bike sheds, meter rooms, walls, structures and otherconveniences, fences, hedges, gates, entrances and signs now or at any timeduring the Term constructed in over under or on the Building or any part orparts thereof

 

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4.                                       retaining and providing the services of anystaff who are reasonably necessary for the maintenance and management of theBuilding together with all other reasonable and incidental expenditure inrelation to such staff (including without prejudice to the generality of theforegoing the payment of statutory and such other insurance, health pension,welfare and the provision of uniforms, working clothes, tools, appliances,cleaning and other materials, bins receptacles and other equipment for theproper performance of their duties)

 

5.                                       the cost of  the upkeep, operation servicing renewal and replacement ofany fire alarm systems serving both the Building and the Demised Premises asthe Landlord considers appropriate or desirable

 

6.                                       compliance by the Landlord with noticesregulations or orders of any competent local or other authority in relation tothe Building or their appurtenances and of taking all reasonable steps forcomplying with making representations against or otherwise contesting theincidence of the provisions of any legislation or order or statutoryrequirements relating or alleged to relate to the Building or any part thereof

 

7.                                       the premiums paid to the Superior Landlordpursuant to paragraph 1 of Part 2 of Schedule 3 of the Headlease

 

8.                                       the reasonable fees and commission incurredin the management of the Building payable to any solicitor surveyor or otherprofessional person whom the Landlord may from time to time reasonably employin connection with the management of the Building including the cost ofpreparing and auditing the statements of the costs charges and expensesreferred to in this Schedule together with a reasonable management charge PROVIDEDTHAT such management charge shall not exceed 10% of the Service Cost

 

9.                                       the provision of a shuttle bus or othertransport service or facility one lunchtime each week to and from the DemisedPremises to Cambridge

 

10.                                 compliance by the Landlord with any lawfulrequirement of any adjoining or neighbouring owner or occupier

 

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**IN  WITNESS** whereof the parties hereto have executedthis Underlease and it is their intention that it is delivered and it is herebydelivered the day and year first before written

 

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| EXECUTED as  a Deed by the said       | )                           |
|---------------------------------------|-----------------------------|
| ACCELRYS  LIMITED acting by           | )                           |
|                                  |                        |
|                                  |                        |
|                                  |  Director              |   |
|                                  |                        |   |
|                                  |  Director/Secretary    |   |
|                                  |                        |
|                                  |                        |
| EXECUTED as  a Deed by the said       | )                           |
| QUALCOMM  CAMBRIDGE LIMITED acting by | )                           |
|                                  |                        |
|                                  |                        |
|                                  |  Director              |   |
|                                  |                        |   |
|                                  |  Director/Secretary    |   |
|                                  |                        |
|                                  |                        |
| EXECUTED as  a Deed by the said       | )                           |
| ACCELRYS INC  acting by               | )                           |
|                                  |                        |
|                                  |                        |
|                                  |  Authorised  signatory |

 

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