ex10-2.htm


    
      	 
      
	
              Exhibit
      10.2

            


    

     

    Dated
13 August 2001

     

    CAPITAL
BUSINESS PARKS GLOBESIDE LIMITED

     

    and

     

    ICON
CLINICAL RESEARCH (UK) LIMITED

     

    and

     

    ICON
PLC

     

    LEASE

     

    of

    Building
Two

    at

    Globeside
Business Park

    Marlow,
Buckinghamshire


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    LEASE
PARTICULARS

    
      
        	 
      	 
      	 
      	 
      	 
      
	
                1

              	
                Date

              	 
      	
                :

              	
                13
      August 2001

              
	 
      	 
      	 
      	 
      	 
      
	
                2

              	
                Parties

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                2.1

              	
                Landlord

              	 
      	
                :

              	
                Capital
      Business Parks Globeside Limited (Company number 3808246) whose registered
      office is at Portland House, Stag Place, London SW1E
5DS

              
	 
      	 
      	 
      	 
      	 
      
	
                2.2

              	
                Tenant

              	 
      	
                :

              	
                Icon
      Clinical Research (UK) Limited (Company number 02541764) whose registered
      office is at Kings Court, The Broadway, Winchester, Hampshire, SO23
      9BE

              
	 
      	 
      	 
      	 
      	 
      
	
                2.3

              	
                Guarantor

              	 
      	
                :

              	
                ICON
      Plc (Company number 145835) whose registered office is at South County
      Business Park, Leopardstown, Dublin 18, Ireland

              
	 
      	 
      	 
      	 
      	 
      
	
                3

              	
                Premises

              	 
      	
                :

              	
                the
      land and building known as Building Two, Globeside Business Park and shown
      for the purposes of identification edged red on the plan
      annexed

              
	 
      	 
      	 
      	 
      	 
      
	
                4

              	
                Contractual
      Term

              	 
      	
                :

              	
                16
      years from and including the date hereof

              
	 
      	 
      	 
      	 
      	 
      
	
                5

              	
                Principal
      Rent

              	 
      	
                :

              	
                £988,350
      per annum subject to increase in accordance with the Second
      Schedule

              
	 
      	 
      	 
      	 
      	 
      
	
                6

              	
                Rent
      Commencement Date

              	 
      	
                :

              	
                The
      date 9 calendar months after the earlier of the:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (i)

              	
                date
      hereof; and

              
	 
      	 
      	 
      	 
      	
                (ii)

              	
                date
      the Tenant occupies the Premises

              
	 
      	 
      	 
      	 
      	 
      
	
                7

              	
                Review
      Dates

              	 
      	
                :

              	
                •
      of • 2006 and every fifth anniversary of it

              
	 
      	 
      	 
      	 
      	 
      
	
                8

              	
                Permitted
      Use

              	 
      	
                :

              	
                offices
      within Class B1(a) or (b) of the 1987 Order

              
	 
      	 
      	 
      	 
      	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    [SURVEY]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
Lease made on the date and between the parties specified In the Particulars
Witnesses as follows:

    
      	 
      	 
      	 
      	 
      
	
              1

            	
              Definitions

            
	 
      	 
      
	 
      	
              In
      this Lease unless the context otherwise requires:

            
	 
      	 
      
	 
      	
              Access Road means the
      roads from Fieldhouse Lane leading to and from the Estate (to the extent
      they are not adopted);

            
	 
      	 
      
	 
      	
              Adjoining Property means
      any adjoining or neighbouring premises in which the Landlord and/or
      Management Company holds or shall at any time during the Term hold a
      freehold or leasehold interest;

            
	 
      	 
      
	 
      	
              Arbitration means
      arbitration in accordance with Clause 8.4;

            
	 
      	 
      
	 
      	
              Base Rate means the base
      rate from time to time of Barclays Bank PLC or (if not available) such
      comparable rate of interest as the Landlord shall reasonably
      require;

            
	 
      	 
      
	 
      	
              Carparking Area means
      either or both of the areas over which the Tenant has been granted rights
      to park private motor vehicles under Clause 6, Part I of the First
      Schedule;

            
	 
      	 
      
	 
      	
              Conduit means any
      existing or future media for the passage of subs lances or energy and any
      ancillary apparatus attached to them and any enclosures for
      them;

            
	 
      	 
      
	 
      	
              Contractual Term means
      the term specified In the Particulars;

            
	 
      	 
      
	 
      	
              Encumbrances means the
      obligations and encumbrances contained or referred to in the documents
      specified in Part III of the First Schedule to the extent that they affect
      the Premises;

            
	 
      	 
      
	 
      	
              Estate means the
      freehold land known or to be known as Globeside Business Park and the
      buildings from time to time standing on it shown edged blue on the plan
      annexed together with any other adjoining land which is incorporated into
      Globeside Business Park;

            
	 
      	 
      
	 
      	
              Estate Common Areas
      means the following parts of the Estate which are or are intended to be
      for the benefit or amenity of all the owners and occupiers of the
      Estate:

            
	 
      	 
      
	 
      	 
      	
              (i)

            	
              the
      main roads, footpaths, pedestrian areas and cycle ways, road lighting,
      road signs and signals;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              any
      water features irrigation systems, landscaped areas and other
      amenities;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iii)

            	
              any
      part of the Estate reserved for the housing of machinery or equipment in
      connection with or required for the provision of any of the Estate
      Services;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iv)

            	
              any
      estate management office, landscape compound or ancillary
      buildings;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (v)

            	
              all
      Conduits, balancing ponds and other things related to services in upon
      over or under or serving the Estate;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (vi)

            	
              all
      party structures, boundary walls, railings and fences of (or used In
      common with the owners of any premises adjoining or neighbouring) the
      Estate;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	 
      	
                (vii)

              	
                all
      signage; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (viii)

              	
                all
      other areas or amenities on the Estate or outside the Estate but serving
      or otherwise being for the benefit of the Estate as a whole which are from
      time to time provided or designated for the common
      amenity or benefit of the owners or occupiers of the
      Estate;

              
	 
      	 
      	 
      
	 
      	
                Estate Services means the
      services provided or procured by the Landlord in relation to the Estate
      (excluding the Phase) as set out In Part II of the Fourth
      Schedule;

              
	 
      	 
      	 
      
	 
      	
                Estate Signage
      Policy means the estate
      signage policy in Annexure t as varied from time to time by the Landlord
      and/or the
      Management Company;

              
	 
      	 
      	 
      
	 
      	
                Financial Criteria means
      the unqualified audited accounts for three consecutive years (none of
      which shall be for a year earlier than the date of this Deed) of the
      Tenant or .proposed assignee (as the case may be)
  showing

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                net
      profile before tax of at least three
      times the Principal Rent; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                net
      assets of at least ten times the Principal Rent

              
	 
      	 
      	 
      	 
      
	 
      	
                Future D means the land
      known as
      Future D and shown for the purposes of identification only, shaded brown
      on the plan annexed;

              
	 
      	 
      
	 
      	
                Group Company means a
      company which is a member of the same group of companies within the
      meaning of Section 42 of the Landlord and Tenant Act
  1954;

              
	 
      	 
      
	 
      	
                Guarantor means the
      person so named in the
      Particulars and in the case of an
      individual includes his personal representatives;

              
	 
      	 
      
	 
      	
                Insured Risks means
      fire, lightning, earthquake, explosion, terrorism, aircraft (other then
      hostile aircraft) and other aerial devices or articles dropped therefrom,
      riot, civil commotion, malicious damage, storm or tempest, bursting or
      overflowing of water tanks apparatus or pipes, flood and impact by road
      vehicles (to the extent that insurance against such risks may ordinarily
      be arranged with an insurer of good repute) and such other risks or
      insurance as may from time to time be required by the Landlord (subject in
      all cases to such exclusions and limitations as may he imposed by the
      insurers), and Insured
      Risk means any one of them;

              
	 
      	 
      
	 
      	
                Landlord means the
      person so named in the
      Particulars and includes any other person entitled to the immediate
      reversion to this Lease;

              
	 
      	 
      
	 
      	
                Landlord’s Surveyor
      means the Landlord’s Surveyor or managing agent (who may be an employee of
      the Landlord);

              
	 
      	 
      
	 
      	
                Lease means this lease
      and any document supplemental to it or entered into pursuant to
      it;

              
	 
      	 
      
	 
      	
                Management Company means
      Globeside Business Park
      Management Limited (Company No 3940945) the company formed to
      provide the Services and whose shares are or will be owned by the freehold
      and/or long leasehold owners for the time being of the whole or parts of
      the Estate;

              


      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                Method Statement means
      the method statement in Annexure 2;

              
	 
      	 
      
	 
      	
                Particulars means the
      descriptions and terms on the page headed Lease Particulars which
      form part of this Lease;

              
	 
      	 
      
	 
      	
                Planning Acts means the
      Town and Country Planning Act 1990, the Planning (Listed Buildings and
      Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990
      and the Planning (Consequential Provisions) Act 1990;

              
	 
      	 
      
	 
      	
                Premises means the
      premises described in the Particulars and includes any part of them any
      alteration or addition to them and any fixtures and fittings, plant and
      machinery in or on them;

              
	 
      	 
      
	 
      	
                Premises Specification
      means the specification in Annexure 3;

              
	 
      	 
      
	 
      	
                Principal Rent means the
      rent stated in the Particulars;

              
	 
      	 
      
	 
      	
                Quarter Days means 25 March,
      24 June, 29 September and 25 December in every year and Quarter Day means any of
      them;

              
	 
      	 
      
	 
      	
                Service Charge means the
      service charge as specified in the Fourth Schedule;

              
	 
      	 
      
	 
      	
                Services means the
      Estate Services;

              
	 
      	 
      
	 
      	
                Subletting Unit means
      part of the Premises consisting of a whole floor or part of a floor
      PROVIDED that no floor shall consist of more than two subletting units and
      there shall not be more then four occupations of the Premises at any one
      time;

              
	 
      	 
      
	 
      	
                Superior Landlord means
      the person entitled to the immediate reversion to the Superior
      Lease;

              
	 
      	 
      
	 
      	
                Superior Lease means the
      lease specified in Part IV of the First Schedule under which the Landlord
      holds the Premises;

              
	 
      	 
      
	 
      	
                Supplemental Lease means
      the Supplemental Lease in Annexure 4;

              
	 
      	 
      
	 
      	
                Tenant means the person
      so named in the Particulars and includes its successors in
      title;

              
	 
      	 
      
	 
      	
                Term means the
      Contractual Term together with any continuation of the term or the tenancy
      (whether by statute, common law holding over or
  otherwise);

              
	 
      	 
      
	 
      	
                VAT means Value Added
      Tax and any similar tax substituted for it or levied in addition to
      it;

              
	 
      	 
      
	 
      	
                1987 Order means the
      Town and Country Planning (Use Classes) Order 1987 (as originally
      made);

              
	 
      	 
      
	 
      	
                1995 Act means the
      Landlord and Tenant (Covenants) Act 1995.

              
	 
      	 
      
	
                2

              	
                Interpretation

              
	 
      	 
      
	 
      	
                In
      this Lease unless the context otherwise requires:

              
	 
      	 
      
	
                2.1

              	
                If
      the Tenant or the Guarantor is more than one person then their covenants
      are joint and several;

              


      

    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

    


    
      
        	
                2.2

              	
                Any
      reference to a statute includes any modification extension or re-enactment
      of it and any orders, regulations, directions, schemes and rules made
      under it;

              
	 
      	 
      
	
                2.3

              	
                Any
      covenant by the Tenant not to do any act or thing includes an obligation
      not to permit or suffer such act or thing to be done;

              
	 
      	 
      
	
                2.4

              	
                If
      the Landlord reserves rights of access or other rights over or in relation
      to the Premises then those rights extend to the Management Company and
      persons authorised by it and to the Superior Landlord and persons
      authorised by the Superior Landlord;

              
	 
      	 
      
	
                2.5

              	
                Where
      any provision in this Lease requires the consent or approval of the
      Landlord such provision shall be construed as also requiring the consent
      or approval of the Superior Landlord where such consent or approval is
      required by the terms of the Superior Lease but nothing in this Lease
      shall be construed as implying that the Superior Landlord may not
      unreasonably refuse any such consent or approval;

              
	 
      	 
      
	
                2.6

              	
                References
      to the act or default of
      the Tenant include acts or default or negligence of any undertenant
      or of anyone at the Premises with the Tenant’s or any undertenant’s
      permission or sufferance;

              
	 
      	 
      
	
                2.7

              	
                The
      Index and Clause headings in this Lease are for ease of reference
      only;

              
	 
      	 
      
	
                2.8

              	
                References
      to the last year of the
      Term shall mean the twelve months ending on the expiration or
      earlier termination of the Term;

              
	 
      	 
      
	
                2.9

              	
                The
      perpetuity period applicable to this Lease shall be the Term or 80 years
      from the commencement of the Term (whichever is the
    shorter);

              
	 
      	 
      
	
                2.10

              	
                References
      to Costs include
      all liabilities, claims, demands, proceedings, damages, losses and proper
      costs and expenses.

              
	 
      	 
      
	
                3

              	
                Demise
      and Rents

              
	 
      	 
      
	 
      	
                The
      Landlord DEMISES the Premises to the Tenant for the Contractual Term
      TOGETHER WITH the rights set out in Part I of the First Schedule, EXCEPT
      AND RESERVING as mentioned In Part II of the First Schedule subject to all
      rights enjoyed by the owners or occupiers of any neighbouring property
      over the Premises and subject to and with the benefit of the Encumbrances,
      the Tenant paying by way of rent during
      the Term without any deduction counterclaim or set off the:

              
	 
      	 
      
	
                3.1

              	
                Principal
      Rent and any VAT by equal quarterly payments in advance on the Quarter
      Days to be paid by Banker’s Standing Order if the Landlord so requires,
      the first payment for the period from and including the Rent Commencement
      Date to (but excluding) the next Quarter Day to be made on the Rent
      Commencement Date;

              
	 
      	 
      
	
                3.2

              	
                Service
      Charge and any VAT at the times and in the manner set out in the Fourth
      Schedule;

              
	 
      	 
      
	
                3.3

              	
                following
      amounts and any VAT:

              
	 
      	 
      
	 
      	
                3.3.1

              	
                the
      sums specified in Clauses 4,2 and
4.5;

              


      

    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                3.3.2

              	
                the
      sums specified In Clause 6.2.1;

              
	 
      	 
      	 
      
	 
      	
                3.3.3

              	
                all
      Costs incurred by the Landlord as a result of any breach of the Tenant’s
      covenants in this Lease;

              
	 
      	 
      	 
      
	 
      	
                3.3.4

              	
                the
      sums specified in Clause 7.2.

              
	 
      	 
      	 
      
	
                4

              	
                Tenant’s
      covenants

              
	 
      	 
      
	 
      	
                The
      Tenant covenants with the Landlord throughout the Term, or until released
      pursuant to the 1995 Act, as follows:

              
	 
      	 
      
	
                4.1

              	
                Rents

              
	 
      	 
      
	 
      	
                To
      pay the rents reserved by this Lease on the due dates;

              
	 
      	 
      
	
                4.2

              	
                Interest

              
	 
      	 
      
	 
      	
                If
      the Landlord does not receive any sum due to it by the due date to pay
      within 7 days of written demand interest on such sum at 4 per cent above
      Base Rate (compounded on the Quarter Days) from the due date until payment
      (both before and after any judgment), provided this Clause shall not
      prejudice any other right or remedy for the recovery of such
      sum;

              
	 
      	 
      
	
                4.3

              	
                Outgoings

              
	 
      	 
      
	 
      	
                To
      pay all existing and future rates, taxes, charges, assessments and
      outgoings in respect of the 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 the Landlord of the rents reserved by this Lease
      and any tax arising on any dealing by the Landlord with its reversion to
      this Lease;

              
	 
      	 
      
	
                4.4

              	
                VAT

              
	 
      	 
      
	 
      	
                4.4.1

              	
                Any
      payment or other consideration to be provided to the Landlord is exclusive
      of VAT, and the Tenant shall in addition pay any VAT
      chargeable on the date the payment or other consideration is
      due;

              
	 
      	 
      	 
      
	 
      	
                4.4.2

              	
                Any
      obligation to reimburse or pay the Landlord’s expenditure extends to
      irrecoverable VAT on that expenditure, and the Tenant shall also reimburse
      or pay such VAT;

              
	 
      	 
      	 
      
	 
      	
                4.4.3

              	
                The
      Landlord shall provide to the Tenant within five days of receipt by the
      Landlord of any VAT payable under this Lease a valid VAT invoice addressed
      to the Tenant.

              
	 
      	 
      	 
      
	
                4.5

              	
                Utilities
      and Common Facilities

              
	 
      	 
      
	 
      	
                To
      pay for all gas, electricity, water, telephone and other utilities used on
      the Premises, and all charges for meters and all standing charges, and a
      fair proportion of any joint charges as determined by the Landlord’s
      Surveyor;

              


      

    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    
      
        
          	4.6	Repair
	 
      	 
      	 
      
	 
      	
                  4.6.1

                	
                  Subject
      to Clause 7.1, to keep and maintain the Premises in good and substantial
      repair and condition (damage by the Insured Risks excepted save to the
      extent that Insurance moneys are irrecoverable as a result of the act or
      default of the Tenant);

                
	 
      	 
      	 
      
	 
      	
                  4.6.2

                	
                  To
      make good any disrepair for which the Tenant is liable within 2 months
      after the date of written notice from the Landlord (or sooner if the
      Landlord reasonably requires);

                
	 
      	 
      	 
      
	 
      	
                  4.6.3

                	
                  It
      the Tenant falls to comply with any such notice the Landlord may enter and
      carry out the work and the cost shall be reimbursed by the Tenant on
      demand as a debt;

                
	 
      	 
      	 
      
	 
      	
                  4.6.4

                	
                  To
      enter into maintenance contracts with reputable contractors for the
      regular servicing of all plant and equipment serving only the
      Premises;

                
	 
      	 
      	 
      
	
                  4.7

                	
                  Decoration

                
	 
      	 
      
	 
      	
                  4.7.1

                	
                  To
      clean, prepare and paint or treat and generally redecorate
      all:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  external
      parts of the Premises in every third year and in the last year of the
      Term;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  internal
      parts of the Premises in every fifth year and in the last year of the
      Term;

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.7.2

                	
                  All
      the work described in Clause 4.7.1 is to be carried out
  in:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  a
      good and workmanlike manner to the Landlord’s reasonable satisfaction;
      and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  colours
      which (if different from the existing colour) are first approved in
      writing by the Landlord (approval not to be unreasonably withheld or
      delayed);

                
	
                  4.8

                	
                  Cleaning

                
	 
      	 
      	 
      
	 
      	
                  4.8.1

                	
                  To
      keep the Premises clean, tidy and free from rubbish;

                
	 
      	 
      	 
      
	 
      	
                  4.8.2

                	
                  To
      clean the inside and outside of windows and any washable surfaces at the
      Premises as often as reasonably necessary;

                
	 
      	 
      	 
      
	
                  4.9

                	
                  Overloading

                
	 
      	 
      	 
      
	 
      	
                  Not
      to overload the floors, ceilings or structure of the Premises or any plant
      machinery or electrical installation serving the
  Premises;

                
	 
      	 
      	 
      
	
                  4.10

                	
                  Conduits

                
	 
      	 
      
	 
      	
                  To
      keep the Conduits in or serving the Premises clear and free from any
      noxious, harmful or deleterious substance, and to remove any obstruction
      and repair any damage to the Conduits as soon as reasonably practicable to
      the Landlord’s reasonable satisfaction;

                
	 
      	 
      
	
                  4.11

                	
                  Prohibited
      Uses

                
	 
      	 
      
	 
      	
                  Not
      to use the Premises for:

                
	 
      	 
      
	 
      	
                  4.11.1

                	
                  any
      purpose which is noisy, offensive, dangerous, illegal, immoral or a
      nuisance or causes damage or disturbance to the Landlord, or to owners or
      occupiers of any neighbouring property, or which involves any substance
      which may be harmful, polluting or
  contaminating;

                


        

      

    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                4.11.2

              	
                residential
      purposes;

              
	 
      	 
      	 
      
	 
      	
                4.11.3

              	
                any
      auction, public or political meeting, public exhibition or show, or as a
      betting office or for gaming or playing amusement machines, or as a sex
      shop (as defined In the Local Government (Miscellaneous Provisions) Act
      1982), or for the business of an undertaker, or for the business of a
      staff agency, employment agency or Government Department at which the
      general public call without appointment;

              
	 
      	 
      	 
      
	
                4.12

              	
                Permitted
      Use

              
	 
      	 
      
	 
      	
                Not
      to use the Premises otherwise than for the Permitted Use specified in the
      Particulars;

              
	 
      	 
      
	
                4.13

              	
                Signs

              
	 
      	 
      
	 
      	
                Not
      to erect any sign, notice or advertisement which is visible outside the
      Premises without the Landlord’s prior written consent which shall not be
      unreasonably withheld or delayed provided that such sign, notice or
      advertisement is in accordance with the Estate Signage
    Policy;

              
	 
      	 
      
	
                4.14

              	
                Alterations

              
	 
      	 
      
	 
      	
                4.14.1

              	
                Not
      to make any alterations or additions which:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                affect
      the structure of the Premises (including without limitation the roofs and
      foundations and the principal or load-bearing walls, floors, beams and
      columns);

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                divide
      the Premises or merge the Premises with any adjoining premises other than
      to create a Subletting Unit when Clause 4.14.2 shall
  apply;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                affect
      the external appearance of the Premises;

              
	 
      	 
      	 
      	 
      
	 
      	
                4.14.2

              	
                Subject
      to Clause 4.14.3, not to make any other alterations or additions to the
      Premises without the Landlord’s written consent (not to be unreasonably
      withheld or delayed) PROVIDED THAT in case of any alterations which
      adversely affect the structure of the Premises the Landlord shall be
      entitled to withhold consent if such alterations would adversely affect
      the investment value of the Premises;

              
	 
      	 
      	 
      
	 
      	
                4.14.3

              	
                The
      Tenant may erect or remove internal non-structural demountable
      partitioning without the Landlord’s written consent PROVIDED THAT it
      notifies the Landlord of any such alterations within seven days of such
      alterations being carried out.

              
	 
      	 
      	 
      
	
                4.15

              	
                Preservation
      of Easements

              
	 
      	 
      
	 
      	
                4.15.1

              	
                Not
      to prejudice the acquisition of any right of light for the benefit of the
      Premises by obstructing any window or opening, at giving any
      acknowledgement that the right is enjoyed by consent or any other act or
      default of the Tenant;

              
	 
      	 
      	 
      
	 
      	
                4.15.2

              	
                To
      preserve all rights of light and other easements enjoyed by the Premises,
      and not to permit or suffer anyone to acquire any right of light or other
      easement or right over the
Premises;

              


      

    

     

    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  4.15.3

                	
                  To
      give the Landlord immediate notice it any easement enjoyed by the Premises
      is obstructed, or any new easement affecting the Premises is made or
      attempted;

                
	 
      	 
      	 
      
	
                  4.16

                	
                  Alienation

                
	 
      	 
      	 
      
	 
      	
                  4.16.1

                	
                  Not
      to:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  assign,
      charge, underlet or part with the possession of the whole or part only of
      the Premises except by an assignment or underletting of the whole or an
      underletting of a Subletting Unit permitted by this Clause
      4.16;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  share
      the possession or occupation of the whole or any part of the
      Premises;

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.16.2

                	
                  Not
      to assign or agree to assign the whole of the Premises without the
      Landlord’s written consent (not to be unreasonably withheld or delayed),
      provided that:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  the
      Landlord may withhold consent in circumstances where:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (a)

                	
                  the
      proposed assignee is a Group Company of the Tenant;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (b)

                	
                  In
      the reasonable opinion of the Landlord the proposed assignee is not of
      sufficient financial standing to enable it to comply with the Tenant’s
      covenants in this Lease;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  the
      Landlord’s consent shall In every case be subject to conditions (unless
      expressly excluded) requiring that:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (a)

                	
                  the
      assignee covenants with the Landlord to pay the rents and observe and
      perform the Tenant’s covenants in this Lease during the residue of the
      Term, or until released pursuant to the 1995 Act;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (b)

                	
                  the
      Tenant enters into an authorised guarantee agreement guaranteeing the
      performance of the Tenant’s covenants in this Lease by the assignee
      including the provisions set out in the Third Schedule (but omitting
      paragraph 1.2);

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (c)

                	
                  not
      more than two persons as the Landlord reasonably requires act as
      guarantors for the assignee and enter into direct covenants with the
      Landlord including the provisions set out in the Third Schedule (but
      referring in paragraph 1.2 to the assignee) PROVIDED THAT this condition
      shall not apply to an assignee which satisfies the Financial
      Criteria;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (d)

                	
                  all
      rent and other payments due under this Lease are paid before completion of
      the assignment;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  4.16.3

                	
                  The
      provisos to Clause 4.16.2 shall not prejudice the Landlord’s right to
      withhold consent in other circumstances, or to impose other conditions,
      where it would be reasonable to do
so;

                


        

         

        
          
            
               


            

            
              -8-

              
                

              

            

            
               


            

          

        

         

        
          	 
      	 
      	 
      
	 
      	
                  4.16.4

                	
                  Not
      to underlet or agree to underlet the whole of the Premises or a Subletting
      Unit unless:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  the
      rent payable under the underlease
is:

                


        

      

    

     

    
      
        	 
      	 
      	
                (a)

              	
                not
      less than the rent reasonably obtainable in the open market for the
      Premises (or the Subletting Unit) without fine or
  premium;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                payable
      no more than one quarter in advance;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (c)

              	
                to
      be subject to upward only reviews to coincide with the rent reviews under
      this Lease;

              
	 
      	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      undertenant covenants with the Landlord and in the
    underlease:

              
	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                to
      observe and perform the Tenant’s covenants in this Lease (except for
      payment of the rents) during the term of the underlease or until released
      pursuant to the 1995 Act so far as they apply to the underlet
      premises;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                not
      to underlet, share or part with possession or occupation of the whole or
      any part of the underlet premises, nor to assign or charge part only of
      the underlet premises;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (c)

              	
                not
      to assign the whole of the underlet premises without the Landlord’s prior
      written consent (which shall not be unreasonably withheld or
      delayed);

              
	 
      	 
      	 
      	 
      
	 
      	
                (iii)

              	
                all
      rents and other payments due under this Lease are paid before completion
      of the underlelting;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                Sections
      24 to 28 of the Landlord and Tenant Act 1954 are excluded and a certified
      copy of the court order (Including the form of underlease it refers to)
      supplied to the Landlord;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                (In
      relation to any Subletting Unit) the underlease grants such rights as are
      appropriate for the separate occupation and use of the Premises, reserves
      such rights as are appropriate for the separate occupation and use of the
      remainder of the Premises to enable the Tenant to comply with its
      obligations under this Lease, and reserves as rent:

              
	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                a
      fair proportion of the cost of insuring the Premises and the whole cost of
      insuring the loss of the principal rent and service charge payable under
      the underlease; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                a
      service charge which provides for the undertenant to pay a fair and
      reasonable proportion of expenditure incurred by the Tenant in relation to
      the maintenance, repair, renewal, decoration and cleaning of the Premises
      (including without limitation the Conduits, plant and equipment therein)
      and the provision of services to the Premises;

              
	 
      	 
      	 
      	 
      
	 
      	
                (vi)

              	
                there
      shall be no more than four units of occupation at any time (and for this
      purpose a unit of occupation shall comprise (a) each Subletting Unit which
      is separately underlet and (b) the residue of the net lettable area of the
      Premises (if any) retained by the
Tenant);

              


      

    

     

    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                4.16.5

              	
                Without
      prejudice to Clause 4.16.4 not to underlet the whole of the Premises or a
      Subletting Unit nor vary the terms of any underlease without the
      Landlord’s written consent (not to be unreasonably withheld or
      delayed);

              
	 
      	 
      	 
      
	 
      	
                4.16.6

              	
                To
      take all necessary steps and proceedings to remedy any breach of the
      covenants of the undertenant under the underlease and not to permit any
      reduction of the rent payable by any undertenant;

              
	 
      	 
      	 
      
	 
      	
                4.16.7

              	
                Notwithstanding
      Clause 4.16.1 the Tenant may share occupation of the whole or any part of
      the Premises with a Group Company PROVIDED THAT;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                the
      relationship of landlord and tenant is not created;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                there
      are no more than four occupiers of the Premises (including the Tenant at
      any one time);

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                occupation
      by any Group Company shall cease upon it ceasing to be a Group Company;
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                the
      Tenant informs the Landlord in writing before each of the parties
      commences occupation and after it ceases occupation.

              
	 
      	 
      	 
      	 
      
	
                4.17

              	
                Registration

              
	 
      	 
      	 
      
	 
      	
                Within
      21 days to give to the Landlord’s and the Superior Landlord’s solicitors
      (or as the Landlord and the Superior Landlord may direct) written notice
      of any assignment, underlease or other devolution of the Premises or a
      Subletting Unit together with a certified copy of the relevant document
      and a reasonable registration fee of not less then £30;

              
	 
      	 
      	 
      
	
                4.18

              	
                Statutory
      Requirements

              
	 
      	 
      	 
      
	 
      	
                To
      comply promptly with all notices served by any public, local or statutory
      authority, and with the requirements of any present or future statute or
      European Union law, regulation or directive (whether imposed on the owner
      or occupier), which affects the Premises or their use;

              
	 
      	 
      	 
      
	
                4.19

              	
                Planning

              
	 
      	 
      	 
      
	 
      	
                4.19.1

              	
                To
      comply with the Planning Acts;

              
	 
      	 
      	 
      
	 
      	
                4.19.2

              	
                Not
      to apply for or implement any planning permission affecting the Premises
      without first obtaining the Landlord’s written consent which shall not be
      unreasonably withheld or delayed;

              
	 
      	 
      	 
      
	 
      	
                4.19.3

              	
                If
      a planning permission is implemented the Tenant shall complete all the
      works permitted and comply with all the conditions imposed by the
      permission before the determination of the Term (including any works
      stipulated to be carried out by a date after the determination of the Term
      unless the Landlord requires otherwise);

              
	 
      	 
      	 
      
	 
      	
                4.19.4

              	
                If
      the Landlord reasonably so requires to produce evidence to the Landlord
      that the provisions of this Clause 4.19 have been complied
      with;

              


      

    

     

    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      
        	
                4.20

              	
                Notices

              
	 
      	 
      	 
      
	 
      	
                4.20.1

              	
                To
      supply the Landlord with a copy of any notice, order or certificate or
      proposal for any notice order or certificate affecting or capable of
      affecting the Premises as soon as it is received by or comes to the notice
      of the Tenant;

              
	 
      	 
      	 
      
	 
      	
                4.20.2

              	
                At
      the request of the Landlord, but at the joint cost of the Landlord and the
      Tenant, to make or join the Landlord in making such objections or
      representations against or in respect of any such notice, order or
      certificate as the Landlord may reasonably require;

              
	 
      	 
      	 
      
	
                4.21

              	
                Contaminants
      and Defects

              
	 
      	 
      
	 
      	
                4.21.1

              	
                To
      give the Landlord Immediate written notice of the existence of any
      contaminant, pollutant or harmful substance on or any defect in the
      Premises;

              
	 
      	 
      	 
      
	 
      	
                4.21.2

              	
                If
      so requested by the Landlord, to remove from the Premises or remedy to the
      Landlord’s reasonable satisfaction any such contaminant, pollutant or
      harmful substance;

              
	 
      	 
      	 
      
	
                4.22

              	
                Entry
      by Landlord

              
	 
      	 
      
	 
      	
                To
      permit the Landlord et all reasonable times and on reasonable written
      notice (except in emergency) to enter the Premises in order
      to:

              
	 
      	 
      
	 
      	
                4.22.1

              	
                inspect
      and record the condition of the Premises or the Adjoining
      Property;

              
	 
      	 
      	 
      
	 
      	
                4.22.2

              	
                remedy
      any breach of the Tenant’s obligations under this
Lease;

              
	 
      	 
      	 
      
	 
      	
                4.22.3

              	
                repair,
      maintain, clean, alter, replace, install, add to or connect up to any
      Conduits which serve the Premises, the Estate and/or the Adjoining
      Property;

              
	 
      	 
      	 
      
	 
      	
                4.22.4

              	
                repair,
      maintain, alter or rebuild the Adjoining Property;

              
	 
      	 
      	 
      
	 
      	
                4.22.5

              	
                comply
      with any of its obligations under this Lease or the Superior
      Lease;

              
	 
      	 
      	 
      
	 
      	
                4.22.6

              	
                maintain,
      retain, renew and replace the landscaped areas of the Premises shown
      hatched black on the Plan annexed hereto until such time as notice is
      served pursuant to Clause 7.1;

              
	 
      	 
      	 
      
	 
      	
                Provided
      that the Landlord shall cause as little inconvenience and interference to
      the business of the Tenant as reasonably practicable in the exercise of
      such rights and shall make good all damage to the Premises caused by such
      entry to the reasonable satisfaction of the Tenant;

              
	 
      	 
      
	
                4.23

              	
                Landlord’s
      Costs

              
	 
      	 
      	 
      
	 
      	
                To
      pay to the Landlord on demand amounts equal to such Costs as it may
      properly Incur.

              
	 
      	 
      
	 
      	
                4.23.1

              	
                in
      connection with any application for consent made necessary by this Lease
      (including where consent is lawfully refused or the application is
      withdrawn);

              
	 
      	 
      	 
      
	 
      	
                4.23.2

              	
                incidental
      to or in reasonable contemplation of the preparation and service of a
      schedule of dilapidation (whether before or after expiry of the Term) or a
      notice or proceedings under Section 146 or Section 147 of the Law of
      Property Act 1925 (even if forfeiture is avoided other than by relief
      granted by the Court);

              


      

    

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                4.23.3

              	
                in
      connection with the enforcement or remedying of any breach of the
      covenants in this Lease on the part of the Tenant and any
      Guarantor;

              
	 
      	 
      	 
      
	 
      	
                4.23.4

              	
                Incidental
      to or in reasonable contemplation of the preparation and service of any
      notice under Section 17 of the 1995 Act;

              
	 
      	 
      	 
      
	
                4.24

              	
                Indemnity

              
	 
      	 
      
	 
      	
                To
      indemnify the Landlord against all Costs arising directly or indirectly
      from the use or occupation of the Premises or condition of the Premises
      for which the Tenant may be liable under the provisions of this Lease, or
      any breach of the Tenant’s obligations under this Lease or any act or
      default of the Tenant in relation to the Premises, or the exercise of the
      rights set out in Part I of the First Schedule;

              
	 
      	 
      
	
                4.25

              	
                Reletting
      Notices

              
	 
      	 
      
	 
      	
                In
      the last six months of the Term to allow a letting or sale board to be
      displayed on the Premises (but not so that it restricts or interferes
      unreasonably with the light enjoyed by the Premises or the Tenant’s use
      thereof), and to allow prospective tenants or purchasers to view the
      Premises at reasonable times on reasonable notice;

              
	 
      	 
      
	
                4.26

              	
                Yielding
      up

              
	 
      	 
      
	 
      	
                4.26.1

              	
                Immediately
      before the end of the Term:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                to
      give up the Premises repaired and decorated and otherwise in accordance
      with the Tenant’s covenants in this Lease;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                if
      the Landlord so requires, to remove all alterations made during the Term
      or any preceding period of occupation by the Tenant and reinstate the
      Premises as the Landlord shall reasonably direct and to its reasonable
      satisfaction;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                to
      remove all signs, tenant’s fixtures and fittings and other goods from the
      Premises, and make good any damage caused thereby to the Landlord’s
      reasonable satisfaction;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                to
      replace any damaged or missing Landlord’s fixtures with ones of no less
      quality and value;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                to
      replace any carpet in the Premises with carpet of standard and quality of
      carpet that cost £26.64 per square metre as at the date of the Lease and
      as shall be reasonably approved by the Landlord,

              
	 
      	 
      	 
      	 
      
	 
      	
                4.26.2

              	
                If
      the Tenant fails to comply with Clause 4.26.1 to pay to the Landlord on
      demand as liquidated damages any costs properly incurred by the Landlord
      in remedying the breech;

              
	 
      	 
      	 
      
	
                4.27

              	
                Encumbrances

              
	 
      	 
      
	 
      	
                To
      perform and observe the Encumbrances so far as they relate to the
      Premises;

              


      

    

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        4.28

                      	
                        Regulations

                      
	 
      	 
      	 
      
	 
      	
                        4.28.1

                      	
                        To
      observe all rules and regulations relating to the Premises or the Estate
      from time to time made by the Landlord and/or the Management Company
      pursuant to paragraph 3 of Part II of the First Schedule and notified to
      the Tenant;

                      
	 
      	 
      	 
      
	 
      	
                        4.28.2

                      	
                        Not
      to cause an obstruction to the Estate Common Areas or any part of the
      Estate.

                      
	 
      	 
      	 
      
	
                        4.29

                      	
                        Superior
      Lease

                      
	 
      	 
      
	 
      	
                        4.29.1

                      	
                        To
      perform and observe the lessee’s covenants contained in the Superior Lease
      other than payment of rents or other sums payable thereunder so far as
      they relate to the Premises;

                      
	 
      	 
      	 
      
	 
      	
                        4.29.2

                      	
                        Not
      to do anything which might cause the Superior Lease to be
      forfeited.

                      
	 
      	 
      	 
      
	
                        4.30

                      	
                        Carparking

                      
	 
      	 
      
	 
      	
                        The
      Tenant covenants to pay to the Landlord subject to determination pursuant
      to Clause 6.5 of Part I of the First Schedule within 7 days of demand all
      sums equal to the:

                      
	 
      	 
      	 
      
	 
      	
                        4.30.1

                      	
                        reasonable
      amount which the Landlord or the Management Company properly spends on
      maintaining and repairing the Car Parking Area;

                      
	 
      	 
      	 
      
	 
      	
                        4.30.2

                      	
                        proportion
      of the Service Cost, properly attributable to the Car Parking
      Area.

                      
	 
      	 
      	 
      
	
                        5

                      	
                        Landlord’s
      Covenant

                      
	 
      	 
      
	 
      	
                        The
      Landlord covenants with the Tenant.

                      
	 
      	 
      
	
                        5.1

                      	
                        Quiet
      Enjoyment

                      
	 
      	 
      
	 
      	
                        That,
      subject to the Tenant paying the rents reserved by and complying with the
      terms of this Lease, the Tenant may peaceably enjoy the Premises during
      the Term without any interruption by the Landlord or any person lawfully
      claiming under or in trust for it;

                      
	 
      	 
      
	
                        5.2

                      	
                        Superior
      Lease

                      
	 
      	 
      
	 
      	
                        5.2.1

                      	
                        To
      pay the rents reserved by the Superior Lease;

                      
	 
      	 
      	 
      
	 
      	
                        5.2.2

                      	
                        To
      perform and observe the lessee’s covenants in the Superior Lease, except
      in so far as they relate to the Premises;

                      
	 
      	 
      	 
      
	 
      	
                        5.2.3

                      	
                        At
      the written request and cost of the Tenant to take reasonable steps to
      enforce the covenants of the Superior Landlord in the Superior
      Lease;

                      
	 
      	 
      	 
      
	 
      	
                        5.2.4

                      	
                        At
      the written request and cost of the Tenant to take reasonable steps to
      obtain the consent of the Superior Landlord if required by the terms of
      the Superior
Lease.

                      


              

            

          

        

      

    

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	 	 
	
                                  5.3

                                	Provision
      of Services
	 	 	 	 
	 	
                                  That,
      the Landlord will use all reasonable endeavours to provide or procure the
      provision of the Services, Provided that the Landlord will not be in
      breach of this Clause as a result of any failure or interruption of any of
      the Services:

                                
	 	 	 	 
	 
      	 
      	
                                  (i)

                                	
                                  resulting
      from circumstances beyond the Landlord’s reasonable control, so long as
      the Landlord uses its reasonable endeavours to remedy the same as soon as
      reasonably practicable after becoming aware of such circumstances;
      or

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (ii)

                                	
                                  to
      the extent that the Services (or any of them) cannot reasonably be
      provided as a result of works of inspection, maintenance and repair or
      other works being carried out at the Estate or the
    Premises.

                                
	 
      	 
      	 
      	 
      
	
                                  6

                                	
                                  Insurance

                                
	 
      	 
      	 
      	 
      
	
                                  6.1

                                	
                                  Landlord’s
      insurance covenants

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  The
      Landlord covenants with the Tenant,

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  6.1.1

                                	
                                  To
      Insure the Premises (other than tenant’s and trade fixtures end fittings)
      unless the insurance is invalidated in whole or in part by any act or
      default of the Tenant:

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (i)

                                	
                                  with
      an insurance office or underwriters of repute;

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (ii)

                                	
                                  against
      loss or damage by the Insured Risks;

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (iii)

                                	
                                  subject
      to such excesses as may be imposed by the insurers;

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (iv)

                                	
                                  in
      the full cost of reinstatement of the Premises (in modern form if
      appropriate) including shoring up, demolition and site clearance,
      professional fees, VAT and allowance for building cost
      increases;

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  6.1.2

                                	
                                  To
      Insure against loss of the Principal Rent, Service Charge and VAT thereon
      payable or reasonably estimated by the Landlord to be payable under this
      Lease arising from damage to the Premises by the Insured Risks for three
      years;

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  6.1.3

                                	
                                  At
      the request and cost of the Tenant to produce evidence of the terms of the
      insurance under this Clause 6.1 and of payment of the current
      premium;

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  6.1.4

                                	
                                  If
      the Premises are destroyed or damaged by an Insured Risk, then, unless
      payment of the insurance moneys is refused in whole or part because of the
      act or default of the Tenant, and subject to obtaining all necessary
      planning and other consents to use the insurance proceeds (except those
      relating to loss of rent and fees) and any uninsured excess paid by the
      Tenant under Clause 6.2.4(ii) in reinstating the same (other than tenant’s
      and trade fixtures and fittings) as quickly as reasonably practicable
      substantially as they were before the destruction or damage in modern form
      if appropriate but not necessarily identical in layout making up any
      shortfall from its own resources;

                                
	 
      	 
      	 
      	 
      
	
                                  6.2

                                	
                                  Tenant’s
      insurance covenants

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  The
      Tenant covenants with the Landlord throughout the Term or until released
      pursuant to the 1995 Act as follows:

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  6.2.1

                                	
                                  To
      pay to the Landlord within seven days of demand sums equal
    to:

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  (i)

                                	
                                  the
      amount which the Landlord reasonably spends on insurance pursuant to
      Clause
6.1;

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	 
      	
                (ii)

              	
                the
      reasonable cost of property owners’ liability and third party liability
      Insurance in connection with the Premises;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                the
      reasonable cost of any professional valuation of the Premises property
      required by the Landlord (but not more than once in any two year
      period);

              
	 
      	 
      	 
      	 
      
	 
      	
                6.2.2

              	
                To
      give the Landlord immediate written notice on becoming aware of any event
      or circumstance which might affect or lead to an insurance
      claim;

              
	 
      	 
      	 
      	 
      
	 
      	
                6.2.3

              	
                Not
      knowingly to do anything at the Premises which would or might prejudice or
      invalidate the insurance of the Premises or the Adjoining Property or
      cause any premium for their insurance to be increased;

              
	 
      	 
      	 
      	 
      
	 
      	
                6.2.4

              	
                To
      pay to the Landlord within seven days of demand:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                any
      increased premium and any Costs incurred by the Landlord as a result of a
      breach of Clause 6.2.3;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                any
      uninsured excess to which the insurance policy may be
    subject;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                the
      whole of the irrecoverable proportion of the insurance moneys if the
      Premises or any part are destroyed or damaged by an Insured Risk but the
      insurance moneys are irrecoverable in whole or part due to the act or
      default of the Tenant;

              
	 
      	 
      	 
      	 
      
	 
      	
                6.2.5

              	
                To
      comply with the requirements of the insurers;

              
	 
      	 
      	 
      	 
      
	 
      	
                6.2.6

              	
                To
      notify the Landlord of the full reinstatement cost of any fixtures and
      fittings installed at the Premises at the cost of the Tenant which become
      Landlord’s fixtures and fittings;

              
	 
      	 
      	 
      	 
      
	
                6.3

              	
                Suspension
      of Rent

              
	 
      	 
      	 
      	 
      
	 
      	
                6.3.1

              	
                If
      the Premises are unfit for occupation and use because of damage by an
      Insured Risk then (save to the extent that payment of the loss of rent
      Insurance moneys is refused due to the act or default of the Tenant) the
      Principal Rent and the Service Charge (or a fair proportion according to
      the nature and extent of the damage) shall be suspended until the earlier
      of the:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                date
      on which the Premises are again fit for occupation and use;
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                expiry
      of the loss of rent insurance period;

              
	 
      	 
      	 
      	 
      
	 
      	
                6.3.2

              	
                Any
      dispute relating to this Clause 6.3 shall be referred to
      Arbitration.

              
	 
      	 
      	 
      	 
      
	
                6.4

              	
                Determination
      of the Lease

              
	 
      	 
      	 
      	 
      
	 
      	
                If
      The Premises are damaged or destroyed by any of the Insured Risks and have
      not been re-installed so as to make them fit for occupation and use within
      a period of three years from the date of such damage or destruction than
      either the Tenant or Landlord shall be entitled to determine this Lease at
      any time (but not once the Premises have been re-instated) by serving
      written notice on the other party to that effect where upon this Lease
      shall determine but without prejudice to the rights of either party
      against the other In respect of any antecedent
  breach.

              


      

    


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

    


    
      
        	
                7

              	
                Landscaped
      Areas

              
	 
      	 
      	 
      	 
      
	
                7.1

              	
                The
      Landlord covenants with the Tenant to maintain, retain, and replace the
      landscaped areas shown hatched black on the plan annexed hereto until such
      time as the Landlord serves written notice on the Tenant terminating such
      obligation whereupon such obligation shall revert to the
      Tenant.

              
	 
      	 
      	 
      	 
      
	
                7.2

              	
                The
      Tenant covenants with the Landlord throughout the Term or until released
      pursuant to the 1995 Act to pay to the Landlord within seven days of
      demand sums equal to the amount which the Landlord spends on carrying out
      its obligations pursuant to Clause 7.1.

              
	 
      	 
      	 
      	 
      
	
                8

              	
                Provisos

              
	 
      	 
      	 
      	 
      
	
                8.1

              	
                Forfeiture

              
	 
      	 
      	 
      	 
      
	 
      	
                If
      any of the following events occurs:

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.1

              	
                the
      Tenant fails to pay any of the rents payable under this Lease within 21
      days of the due date (whether or not formally demanded);
  or

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.2

              	
                the
      Tenant or Guarantor breaches to a material extent any of its obligations
      in this Lease; or

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.3

              	
                execution
      or distress is levied on the Tenant’s goods in the Premises;
      or

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.4

              	
                the
      Tenant or Guarantor being a company incorporated within the United
      Kingdom

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                has
      an Administration Order made in respect of it; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                passes
      a resolution, or the Court makes an Order, for the winding up of the
      Tenant or the Guarantor, otherwise than a member’s voluntary winding up of
      a solvent company for the purpose of amalgamation or reconstruction;
      or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                has
      a receiver or administrative receiver or receiver and manager appointed
      over the whole or any material part of its assets or undertaking;
      or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                is
      struck off the Register of Companies; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                is
      deemed unable to pay its debts within the meaning of Section 123 of the
      Insolvency Act 1986; or

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.5

              	
                proceedings
      or events analogous to those described in Clause 8.1.4 shall be instituted
      or shall occur where the Tenant or Guarantor is a company incorporated
      outside the United Kingdom; or

              
	 
      	 
      	 
      	 
      
	 
      	
                8.1.6

              	
                the
      Tenant or Guarantor being an individual:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                has
      a bankruptcy order made against him; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                appears
      to be unable to pay his debts within the meaning of Section 268 of the
      Insolvency Act 1986;

              


      

    


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

    


    
      	 
      	
              then
      the Landlord may re-enter the Premises or any part of the Premises in the
      name of the whole and forfeit this Lease and the Term created by this
      Lease shall immediately end, but without prejudice to the rights of the
      Landlord in respect of any breach of the obligations contained in this
      Lease;

            
	 
      	 
      	 
      
	
              8.2

            	
              No
      Compensation

            
	 
      	 
      	 
      
	 
      	
              Any
      right for the Tenant to claim compensation from the Landlord on vacating
      the Premises or otherwise is excluded to the extent permitted by
      law;

            
	 
      	 
      	 
      
	
              8.3

            	
              Notices

            
	 
      	 
      	 
      
	 
      	
              Section
      196 of the Law of Property Act 1925 shall apply to any notice which may be
      served under this Lease and as if the final words of Section 196(4) “and
      that service... be delivered” were deleted and replaced by “and that
      service shall be deemed to be made on the third working day after
      posting;

            
	 
      	 
      	 
      
	
              8.4

            	
              Arbitration

            
	 
      	 
      	 
      
	 
      	
              8.4.1

            	
              Where
      this Lease provides for reference to Arbitration then reference shall be
      made in accordance with the Arbitration Act 1996 to a single arbitrator
      agreed between the Landlord and the Tenant, or in the absence of agreement
      nominated on the application of either party by the President for the time
      being of the Royal Institution of Chartered Surveyors;

            
	 
      	 
      	 
      
	 
      	
              8.4.2

            	
              In
      the absence of a determination by the arbitrator as to his fees they shall
      be borne equally by the Landlord and the Tenant;

            
	 
      	 
      	 
      
	 
      	
              8.4.3

            	
              If
      the arbitrator is ready to make his award, but is unwilling to do so due
      to either party’s failure to pay its share of the costs in connection with
      the award, the party who has paid its share may serve on the other a
      notice requiring the other to pay such costs within 14 days, and if the
      other fails to comply with such notice the party serving the notice may
      pay to the arbitrator the others costs and any amount so paid shall be a
      debt due forthwith from the defaulting party to the
  other;

            
	 
      	 
      	 
      
	
              8.5

            	
              No
      Implied Easements

            
	 
      	 
      	 
      
	 
      	
              The
      grant of this Lease does not confer any rights over the Adjoining Property
      or any other property except those mentioned in Part I of the First
      Schedule, and Section 62 of the Law of Property Act 1925 is excluded from
      this Lease;

            
	 
      	 
      	 
      
	
              8.6

            	
              Planning
      Acts

            
	 
      	 
      	 
      
	 
      	
              The
      Landlord does not warrant that the Permitted Use complies with the
      Planning Acts.

            
	 
      	 
      	 
      
	
              9

            	
              Contracts
      (Rights of Third Parties) Act 1999

            
	 
      	 
      	 
      
	 
      	
              A
      person who is not a party to this Lease has no right under the Contracts
      (Rights of Third Parties) Act 1999 to enforce any term of this Lease but
      this does not affect any right or remedy of a third party which exists or
      is available apart from that
Act.

            


    


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    10

                  	
                    Guarantee

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      Guarantor covenants with the Landlord in the terms set out in the Third
      Schedule.

                  
	 
      	 
      	 
      	 
      
	
                    11

                  	
                    Limits
      on the Landlord’s Liability

                  
	 
      	 
      	 
      	 
      
	 
      	
                    If
      the Landlord makes a request under Section 6 or 7 of the 1995 Act (release
      from covenants on assignment of the reversion) the Tenant agrees not to be
      unreasonably withhold or delay its consent to the release
      required.

                  
	 
      	 
      	 
      	 
      
	
                    12

                  	
                    Jurisdiction
      

                  
	 	 
	12.1	The
      Guarantor
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (i)

                  	
                    irrevocably
      submits to the non-exclusive jurisdiction of the Courts of England and
      Wales to settle any disputes arising out of this Lease;
  and

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (ii)

                  	
                    waives
      any objection to any legal action or proceedings in such court on the
      grounds of venue or that it is an inconvenient or inappropriate
      forum.

                  
	 
      	 
      	 
      	 
      
	
                    12.2

                  	
                    The
      bringing of any legal action or proceedings in any jurisdiction shall not
      preclude the Landlord from bringing any such legal action or proceedings
      in any other jurisdiction.

                  
	 
      	 
      	 
      	 
      
	
                    12.3

                  	
                    Service

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      Guarantor appoints Parker Bullen of 45 Castle Street, Salisbury, Wiltshire
      SP1 3SS or such other firm of solicitors in England as may be notified in
      writing to the Landlord as agents to accept service of all proceedings on
      its behalf.

                  
	 
      	 
      	 
      	 
      
	
                    Executed by the parties
      as a Deed the day and year first before
written.

                  


          

        

      

    


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    The
First Schedule

    Part
I - Easements and Other Rights granted

     

    Insofar
as the Landlord is able to grant such rights, there are granted to the Tenant
(In common with others authorised by the Landlord) and subject to the Tenant
complying with the rules and regulations referred to in Clause
4.28:

    
      
        
          
            
              	 
      	 
      
	
                      1

                    	
                      The
      right to use the Access Road to gain access to and from the Estate (until
      such time (if at all) as it shall become adopted and maintainable at
      public expense);

                    
	 
      	 
      
	
                      2

                    	
                      The
      right to use the relevant Estate Common Areas for access to and from the
      Premises;

                    
	 
      	 
      
	
                      3

                    	
                      Free
      and uninterrupted use of all existing and future Conduits which serve the
      Premises, subject to the Landlord’s and/or the Management Company’s rights
      to re-route the same subject to there being no unreasonable interruption
      of services;

                    
	 
      	 
      
	
                      4

                    	
                      Subject
      to the Landlord’s and the Managing Company’s rights to re-route the same,
      the right to lay new conducting media under or over the roads and
      footpaths serving the Estate to serve the Premises subject to the
      following conditions:

                    
	 
      	 
      
	
                      4.1

                    	
                      The
      Tenant obtaining the Landlord’s prior written consent to the positioning,
      type and nature of such new conducting media (such consent not to be
      unreasonably delayed);

                    
	 
      	 
      
	
                      4.2

                    	
                      Such
      new conducting media not adversely interfering with the existing
      conducting media and/or the supply of the existing services to the other
      premises on the Estate;

                    
	 
      	 
      
	
                      4.3

                    	
                      The
      Tenant using best endeavours to cause as little inconvenience as possible
      when carrying out any works to lay such new conducting media and making
      good (without delay) any damage caused in carrying out such works to the
      Landlord’s reasonable satisfaction; and

                    
	 
      	 
      
	
                      4.4

                    	
                      The
      Tenant indemnifying and keeping the Landlord indemnified against all clams
      demands actions proceedings made or brought and all losses damages costs
      expenses and
      liabilities incurred suffered or arising directly or indirectly in respect
      of or otherwise connected with the laying of the new conducting
      media.

                    
	 
      	 
      
	
                      5

                    	
                      The
      right to enter Estate Common
      Areas, excluding any buildings which are occupied, as necessary to carry
      out repairs and maintenance to the Premises pursuant to Clause 4.6 of this
      Lease subject to the Tenant:

                    
	 
      	 
      
	
                      5.1

                    	
                      Using
      best endeavours to cause as little inconvenience as possible when carrying
      out at such repairs and maintenance and making good without delay any
      damage caused to the /landlord’s reasonable
  satisfaction.

                    
	 
      	 
      
	
                      5.2

                    	
                      Indemnifying
      and keeping the Landlord indemnified against all claims demands actions
      proceedings made or brought and all losses damages costs expenses and
      liabilities suffered or arising directly or indirectly in respect of or
      otherwise connected with the carrying out of such repairs and
      maintenance.

                    


            

          

        

      

    


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            6

                          	Car
      Parking Rights
	 	 	 
	6.1	Subject
      to Clauses 6.2 and 6.3 below the exclusive right, at all times to
      park:
	 	 	 
	 
      	
                            6.1.1

                          	
                            14
      private motor vehicles in the area shown coloured brown on the plan
      annexed hereto;

                          
	 
      	 
      	 
      
	 
      	
                            6.1.2

                          	
                            7
      private motor vehicles in the area shown hatched black on the said
      plan;

                          
	 
      	 
      	 
      
	
                            6.2

                          	
                            The
      Landlord may relocate the Carparking Area in pause 6.12 to an alternative
      area within the Estate provided that it shall be in reasonable proximity
      to the Premises.

                          
	 
      	 
      	 
      
	
                            6.3

                          	
                            The
      Landlord may determine the right in Clause 6.1.2 at any time after
      completion of the Landlord’s works to Future D and the grant of the
      Supplemental Lease and the termination of the right shall be without
      prejudice to the rights of any party in respect of any breach of
      obligations in this Lease.

                          
	 
      	 
      	 
      
	
                            Part
      II - Exceptions and Reservations

                          
	 
      	 
      	 
      
	
                            There
      are excepted and reserved to the Landlord and the Management Company (and
      all others having like rights or authorised by them):

                          
	 
      	 
      	 
      
	
                            1

                          	
                            The
      right to carry out any building, rebuilding, alteration or other works to
      the Estate and the Adjoining Property (including the erection of
      scaffolding) notwithstanding interference with light and air enjoyed by
      the Premises;

                          
	 
      	 
      	 
      
	
                            2

                          	
                            Free
      and uninterrupted use of all existing and future Conduits which are in the
      Premises and serve the Estate or the Adjoining Property together with the
      right on reasonable prior written notice at all reasonable times (except
      in cases of emergency where no notice is required and works may be carried
      out any time) to lay install maintain reroute and connect into any
      additional or replacement Conduits in under or over the Premises in such
      positions as the Tenant shall from time to time approve (such approval not
      to be unreasonably withheld or delayed) to serve the Premises the Estate
      or Adjoining Property;

                          
	 
      	 
      	 
      
	
                            3

                          	
                            The
      right to regulate and control in a reasonable manner the use of the Estate
      Common Areas;

                          
	 
      	 
      	 
      
	
                            4

                          	
                            Rights
      to enter on the Premises for the purposes referred to in Clause
      4.22;

                          
	 
      	 
      	 
      
	
                            5

                          	
                            The
      right to erect maintain replace (and where necessary to renew) signs in
      the position on the attached plan identifying the Estate and any other
      related information which the Landlord reasonably considers
      necessary;

                          
	 
      	 
      	 
      
	
                            6

                          	
                            The
      fight to install and maintain security cameras for a closed circuit
      television security system in such positions as the Tenant shall from tune
      to time approve (such approval not to be unreasonably withheld or
      delayed);

                          
	 
      	 
      	 
      
	
                            7

                          	
                            The
      right over the Premises of access to and egress from the electricity
      substation shown for the purposes of identification only shaded green on
      the plan annexed for all purposes.

                          
	 
      	 
      	 
      
	 
      	
                            PROVIDED
      THAT in the exercise of the rights hereby excepted and reserved the
      Landlord shall use reasonable endeavours to cause as little inconvenience
      and interference with the Tenant’s business as possible and shall make
      good as soon as reasonably practicable to the Tenant’s reasonable
      satisfaction any damage
caused.

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    Part
III - Encumbrances

     

    The
entries contained or referred to in the Property, Proprietorship and Charges
Registers of Title Numbers BM244464 and the following documents:

    
      	 
      	 
      	 
      	 
      	 
      
	
              Date

            	 
      	
              Document

            	 
      	
              Parties

            
	 
      	 
      	 
      	 
      	 
      
	
              31
      January 2001

            	 
      	
              Agreement
      to install

            	 
      	
              (1)
      The Equitable Life Assurance Society

            
	 
      	 
      	
              telecommunications

            	 
      	
              (2)
      Capital Business Parks Globeside Limited

            
	 
      	 
      	
              apparatus
      on private land

            	 
      	
              (3)
      British Telecommunications Plc

            
	 
      	 
      	 
      	 
      	 
      
	
              14
      February 2001

            	 
      	
              Deed
      of Grant

            	 
      	
              (1)
      The Equitable Life Assurance Society

            
	 
      	 
      	 
      	 
      	
              (2)
      Capital Business Parks Globeside Limited

            
	 
      	 
      	 
      	 
      	
              (3)
      Southern Electric Plc

            
	 
      	 
      	 
      	 
      	 
      


    

    Part
IV - Superior Lease

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Date

            	 
      	
              Parties

            	 
      	
              Premises

            	 
      	
              Term

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              19
      January 2001

            	 
      	
              (1)
      The Equitable Life Assurance Society

            	 
      	
              The
      Premises

            	 
      	
              999
      years from 19 January 2001

            
	 
      	 
      	
              (2)
      The Landlord

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)
      Development Securities Plc

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)
      Globeside Business Park Management Limited

            	 
      	 
      	 
      	 
      


    

     

    The
Second Schedule

    Rent
Review

    
      	 
      	 
      	 
      	 
      
	
              1

            	
              In
      this Schedule:

            
	 
      	 
      	 
      	 
      
	
              1.1

            	
              Review
      Date means each of the Review Dates mentioned in the Particulars and
      Relevant Review Date shall be interpreted accordingly;

            
	 
      	 
      	 
      	 
      
	
              1.2

            	
              Rack
      Rental Value means the annual rent (exclusive of VAT) at which the
      Premises might reasonably 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 this Lease but subject
      to the following qualifications:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              the
      term shall commence on the Relevant Review Date and be the residue of the
      Contractual Term remaining at the Relevant Review Date;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              the
      amount of the Principal Rent shall be disregarded, but it shall be assumed
      that the Principal Rent is subject to review on the terms of and at the
      same intervals as the Principal Rent under this
  Lease;

            


    


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                1.2.2

              	
                the
      Premises are available to let as a whole, with vacant possession, by a
      willing landlord to a willing tenant, without premium;

              
	 
      	 
      	 
      
	 
      	
                1.23

              	
                the
      Premises have been finished by the Landlord at its cost in accordance with
      the Premises Specification and that the Premises are ready, fit and
      available for immediate occupation and use for the Permitted
      Use;

              
	 
      	 
      	 
      
	 
      	
                1.2.4

              	
                all
      the obligations on the part of the Tenant contained in this Lease have
      been fully performed and observed;

              
	 
      	 
      	 
      
	 
      	
                1.2.5

              	
                no
      work has been carried out to the Premises by the Tenant or anyone with the
      Tenant’s authority which has reduced the rental value of the
      Premises;

              
	 
      	 
      	 
      
	 
      	
                1.2.6

              	
                if
      the whole or any part of the Premises has been destroyed or damaged by an
      Insured Risk it has been fully reinstated;

              
	 
      	 
      	 
      
	 
      	
                1.2.7

              	
                the
      net internal floor area of the Premises is 33,565 square
    feet;

              
	 
      	 
      	 
      
	 
      	
                1.2.8

              	
                the
      Premises have the benefit of carpeting and floor boxes/grommetts for which
      the Landlord contributed to the Tenant a capital sum for carpet for each
      square metre of the net internal office area and a further capital sum for
      each floor box/grommett based on one floor box/grommett for each 10 square
      metres of the net internal office area (excluding the entrance hall
      area)

              
	 
      	 
      	 
      
	 
      	
                BUT
      DISREGARDING

              
	 
      	 
      	 
      
	 
      	
                1.2.9

              	
                any
      goodwill attached to the Premises by reason of any business carried on
      there;

              
	 
      	 
      	 
      
	 
      	
                1.2.10

              	
                any
      effect on rent of the fact that any Tenant and any undertenant is or has
      been in occupation of the Premises;

              
	 
      	 
      	 
      
	 
      	
                1.2.11

              	
                any
      effect on rent of any improvements at the Premises made with the
      Landlord’s written consent by the Tenant or any undertenant where required
      except improvements carried out pursuant to an obligation to the Landlord
      or at the expense of the Landlord;

              
	 
      	 
      	 
      
	 
      	
                PROVIDED
      THAT the Rack Rental Value shall be that which would be payable after the
      expiry of any rent free period or concessionary rent period for fitting
      out (or the receipt of any contribution to fitting out works or other
      inducement in lieu thereof) which might be given an letting of the
      Premises, so that no discount reduction or allowance is made to reflect
      (or compensate the tenant for the absence of) any such rent free or
      concessionary rent period or contribution or other
    inducement.

              
	 
      	 
      	 
      
	
                1.3

              	
                Revised
      Rent means the new Principal Rent following each Rent Review Date pursuant
      to paragraph 2 of the Second Schedule.

              
	 
      	 
      	 
      
	
                2

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

              
	 
      	 
      	 
      
	
                2.1

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

              


      

    


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

    


    
      
        	
                2.2

              	
                the
      Rack Rental Value on the Relevant Review Date agreed or determined in
      accordance with this Lease.

              
	 
      	 
      	 
      	 
      
	
                3

              	
                The
      Rack Rental Value at any Review Date shall be:

              
	 
      	 
      	 
      	 
      
	
                3.1

              	
                agreed
      in writing between the Landlord and the Tenant; or

              
	 
      	 
      	 
      	 
      
	
                3.2

              	
                determined
      by Arbitration on the application of either Landlord or Tenant at any time
      after the Relevant Review Date.

              
	 
      	 
      	 
      	 
      
	
                4

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

              
	 
      	 
      	 
      	 
      
	
                4.1

              	
                the
      Principal Rent payable immediately before the Relevant Review Date shall
      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

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                any
      difference between the Principal Rent payable immediately before the
      Relevant Review Date and the Principal Rent which would have been payable
      had the Revised Rent been ascertained on the Relevant Review Date (the
      “Balancing Payment”);
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

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

              
	 
      	 
      	 
      	 
      
	 
      	
                4.2.2

              	
                the
      Landlord and Tenant shall sign and exchange a memorandum recording the
      agreed amount of the Revised Rent.

              
	 
      	 
      	 
      	 
      
	
                5

              	
                If
      at any Relevant Review Date the operation of the rent review provisions in
      this Lease, or the normal collection and retention by the Landlord of any
      increase in the rent is prohibited or modified, the Landlord may elect at
      any time that the day after the date on which any such prohibition or
      modification is relaxed shall be substituted for the Relevant Review
      Date.

              
	 
      	 
      	 
      	 
      
	
                6

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

              


      

    


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    The
Third Schedule

    Guarantee

    
      	 
      	 
      	 
      
	
              1

            	
              The
      Guarantor covenants with the Landlord as principal
  debtor:

            
	 
      	 
      	 
      
	
              1.1

            	
              that
      throughout the Term or until the Tenant is released from its covenants
      pursuant to the 1995 Act:

            
	 
      	 
      	 
      
	 
      	
              1.1.1

            	
              The
      Tenant will pay the rents reserved by and perform its obligations
      contained in this Lease;

            
	 
      	 
      	 
      
	 
      	
              1.1.2

            	
              The
      Guarantor will indemnify the Landlord on demand against all Costs arising
      from any default of the Tenant in paying the rents and performing its
      obligations under this Lease;

            
	 
      	 
      	 
      
	
              1.2

            	
              the
      Tenant will perform its obligations under any authorised guarantee
      agreement that it gives with respect to the performance of any of the
      covenants and conditions in this Lease.

            
	 
      	 
      	 
      
	
              2

            	
              The
      liability of the Guarantor shall not be affected by:

            
	 
      	 
      	 
      
	
              2.1

            	
              Any
      time given to the Tenant or any failure by the Landlord to enforce
      compliance with the Tenant’s covenants and obligations;

            
	 
      	 
      	 
      
	
              2.2

            	
              The
      Landlord’s refusal to accept rent at a time when it would or might have
      been entitled to reenter the Premises;

            
	 
      	 
      	 
      
	
              2.3

            	
              Any
      variation of the terms of this Lease;

            
	 
      	 
      	 
      
	
              2.4

            	
              My
      change in the constitution, structure or powers of the Guarantor the
      Tenant or the Landlord or the administration, liquidation or bankruptcy of
      the Tenant or Guarantor;

            
	 
      	 
      	 
      
	
              2.5

            	
              Any
      act which is beyond the powers of the Tenant;

            
	 
      	 
      	 
      
	
              2.6

            	
              The
      surrender of part of the Premises (save so far as relates to the part of
      the Premises surrendered);

            
	 
      	 
      	 
      
	
              2.7

            	
              The
      transfer of the reversion expectant on the Term;

            
	 
      	 
      	 
      
	
              2.8

            	
              Any
      other act or thing by which (but for this provision) the Guarantor would
      have been released.

            
	 
      	 
      	 
      
	
              3

            	
              Where
      two or more persons have guaranteed obligations of the Tenant the release
      of one or more of them shall not release the others.

            
	 
      	 
      	 
      
	
              4

            	
              The
      Guarantor shall not be entitled to participate in any security held by the
      Landlord in respect of the Tenant’s obligations or stand in the Landlord’s
      place in respect of such security.

            
	 
      	 
      	 
      
	
              5

            	
              If
      this Lease is disclaimed, and if the Landlord within 3 months of the
      disclaimer requires in writing the Guarantor will enter into a new lease
      of the Premises at the cost of the Guarantor on the terms of this Lease
      (but as if this Lease had continued and so that any outstanding matters
      relating to rent review or otherwise shall be determined as between the
      Landlord and the Guarantor) for the residue of the Contractual Term from
      and with effect from the date of the disclaimer.

            
	 
      	 
      
	
              6

            	
              Release
      of the Guarantor

            


    


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

    


    
      
        	
                6.1

              	
                The
      Guarantor may apply to the Landlord for a release from all obligations
      and liabilities under this Lease if the:

              
	 
      	 
      
	
                6.2

              	
                Tenant
      has satisfied the Financial Criteria; and

              
	 
      	 
      
	
                6.3

              	
                Guarantor
      has discharged all outstanding claims arising under this Lease pending
      against the Guarantor in full

              
	 
      	 
      
	
                6.4

              	
                On
      receipt of the Guarantor’s request for release under Clause 6.1 in this
      Schedule, if the Landlord, acting properly and reasonably, is satisfied
      that clauses 6.1.1 and 6.1.2 above have been satisfied in full, the
      Landlord shall notify the Guarantor in writing and the Guarantor shall be
      thereby automatically released from all future obligations and liabilities
      under this Lease.

              


      

    


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    The
Fourth Schedule

    Service
Charge

    Part
I - Calculation and payment of the Service Charge

    
      	 
      	 
      
	
              1

            	
              In
      this Schedule unless the context otherwise requires:

            
	 
      	 
      
	
              1.1

            	
              Accounting Date means 31
      December in each year or such other date as the Landlord notifies in
      writing to the Tenant from time to
      time;

            
	 
      	 
      
	
              1.2

            	
              Accounting Year means
      the period from but excluding one Accounting Date to and including the
      next Accounting Date;

            
	 
      	 
      
	
              1.3

            	
              Estimated Service Charge
      means the Landlord’s Surveyor’s reasonable and proper estimate of the
      Service Charge for the Accounting Year notified in writing to the Tenant
      from time to time (and where all or any part of the Services are provided
      by the Management Company, the Estimated Service Charge shall include the
      advance or estimated payments payable by the Landlord to the Management
      Company in respect of any of the Services provided by
  it);

            
	 
      	 
      
	
              1.4

            	
              Service Cost means all
      the reasonable costs and expenses paid or incurred by the Landlord in
      relation to (the provision of the Estate Services (including irrecoverable
      VAT) or the sums payable by the Landlord to the Management Company in
      respect of the prevision of those services;

            
	 
      	 
      
	
              1.5

            	
              Tenant’s Share means a
      fair and reasonable proportion of the Service Cost.

            
	 
      	 
      
	
              2

            	
              The
      Service Charge shall be the Tenant’s Share of the Service Cost in respect
      of each Accounting Year, and if only part of an Accounting Year falls
      within the Term the Service Charge shall be the Tenant’s Share of the
      Service Cost in respect of the relevant Accounting Period divided by 365
      and multiplied by the number of days of the Accounting Year within the
      Term.

            
	 
      	 
      
	
              3

            	
              The
      Landlord shell have the right to adjust the Tenant’s Share from time to
      time to make reasonable allowances for differences in the services
      provided to or enjoyable by the other occupiers of the
    Estate.

            
	 
      	 
      
	
              4

            	
              The
      Tenant shall pay the Estimated Service Charge for each Accounting Year to
      the Landlord in advance by equal installments on the Quarter Days (the
      first payment for the period from and including the date of this Lease to
      (but excluding) the next Quarter Day to be made on the date of this
      Lease); and

            
	 
      	 
      
	
              4.1

            	
              If
      the Landlord’s Surveyor does not notify an estimate of the Service Charge
      for any Accounting Year the Estimated Service Charge for the preceding
      Accounting Year shall apply; and

            
	 
      	 
      
	
              4.2

            	
              Any
      adjustment to the Estimated Service Charge after the start of an
      Accounting Year shall adjust the payments on the following Quarter Days
      equally.

            
	 
      	 
      
	
              5

            	
              As
      soon as practicable after the end of each Accounting Year the Landlord
      shall either:

            
	 
      	 
      
	
              5.1

            	
              (in
      relation to the Services provided by the Landlord) serve on the Tenant a
      summary of the Service Cost and a statement of the Service Charge
      certified by the Landlord’s Surveyor which shall be conclusive (save in
      the case of manifest error); or

            


    


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

    


    
      
        	
                5.2

              	
                (where
      any of the Services are provided by the Management Company) provide the
      Tenant with a copy of the statement and other information prepared by the
      Management Company in relation to the Service Cost.

              
	 
      	 
      
	
                6

              	
                The
      difference between the Service Charge and the Estimated Service Charge for
      any Accounting Year (or part) shall be paid by the Tenant to the Landlord
      within fourteen days of the date of the statement for the Accounting Year,
      or allowed against the next Estimated Service Charge payment, or after the
      expiry of the Term refunded to the Tenant.

              
	 
      	 
      
	
                7

              	
                The
      Tenant shall be entitled by appointment to inspect the accounts maintained
      by the Landlord and the Landlord’s Surveyor relating to the Service Cost
      and supporting vouchers and receipts or, where any Services are provided
      by the Management Company, the accounts provided by the Management Company
      to the Landlord in relation to the Services, at such location as the
      Landlord reasonably directs.

              
	 
      	 
      
	
                8

              	
                Any
      disagreement between the parties relating to the Service Charge shall be
      referred to Arbitration.

              
	 
      	 
      
	
                9

              	
                The
      Landlord shall be responsible for payment of the proportion of the Service
      Costs attributable to all other lettable parts of the Estate which are
      unlet or in respect of which the tenant thereof is not liable to pay any
      Service Charge.

              
	 
      	 
      
	
                Part
      ll - Estate Services

              
	 
      	 
      
	
                In
      relation to the Estate, the provision of the following services or the
      Costs incurred in relation to:

              
	 
      	 
      
	
                1

              	
                The
      Common Areas

              
	 
      	 
      
	 
      	
                Repairing,
      maintaining and (where appropriate) cleaning, lighting and (as necessary)
      altering, renewing, rebuilding and reinstating the Estate Common
      Areas.

              
	 
      	 
      
	
                2

              	
                Conduits

              
	 
      	 
      
	 
      	
                The
      repair, maintenance and cleaning and (as necessary) replacement and
      renewal of all Conduits within the Estate Common Area.

              
	 
      	 
      
	
                3

              	
                Plant
      and machinery

              
	 
      	 
      
	 
      	
                Hiring,
      operating, inspecting, servicing, overhauling, repairing, maintaining,
      cleaning, lighting and (as necessary) renewing or replacing any plant,
      machinery, apparatus and equipment from time to time within the Estate
      Common Areas or used for the provision of services to the Estate and the
      supply of all fuel and electricity for the same and any necessary
      maintenance contracts and insurance in respect thereof.

              
	 
      	 
      
	
                4

              	
                Signs

              
	 
      	 
      
	 
      	
                Maintaining
      and (where appropriate) cleaning and lighting and (as necessary) renewing
      and replacing the signboards, all directional signs, fire regulation
      notices, advertisements, bollards, roundabouts and similar apparatus or
      works.

              


      

    


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

    


    
      
        	
                5

              	
                Landscaping

              
	 
      	 
      
	 
      	
                Maintaining,
      tending and cultivating and (as necessary) re-stocking any garden or
      grassed areas including replacing plants, shrubs and trees as
      necessary.

              
	 
      	 
      
	
                6

              	
                Common
      facilities

              
	 
      	 
      
	 
      	
                Repairing,
      maintaining and (as necessary) rebuilding as the case may be any party
      walls or fences, party structures, Conduits or other amenities and
      easements which may belong to or be capable of being used or enjoyed by
      the Estate in common with any land or buildings adjoining or neighbouring
      the Estate.

              
	 
      	 
      
	
                7

              	
                Outgoings

              
	 
      	 
      
	 
      	
                Any
      existing and future rates, taxes, charges, assessments and outgoings in
      respect of the Estate Common Areas or any part of them except tax (other
      than VAT) payable in respect of any dealing with or any receipt of income
      in respect of the Estate Common Areas.

              
	 
      	 
      
	
                8

              	
                Statutory
      requirements

              
	 
      	 
      
	 
      	
                The
      cost of carrying out any further works (after the initial construction in
      accordance with statutory requirements) to the Estate Common Areas
      required to comply with any statute.

              
	 
      	 
      
	
                9

              	
                Management

              
	 
      	 
      
	
                9.1

              	
                The
      proper and reasonable fees, costs, charges, expenses and disbursements
      (including irrecoverable VAT) of any properly qualified person properly
      employed or retained by the Landlord and/or the Management Company for or
      in connection with surveying or accounting functions or the performance of
      the Services and any other duties in and about the Estate relating to the
      general management, administration, security, maintenance, protection and
      cleanliness of the Estate.

              
	 
      	 
      
	
                9.2

              	
                The
      proper and reasonable fees and expenses of the Landlord and/or the
      Management Company in connection with the management of the
      Estate.

              
	 
      	 
      
	
                10

              	
                Enforcement
      of Regulations

              
	 
      	 
      
	 
      	
                The
      reasonable and proper costs and expenses incurred by the Landlord and/or
      the Management Company in enforcing the rules and regulations from time to
      time made pursuant to paragraph 3 of Part II of the First Schedule
      provided that the Landlord and/or Management Company shall use all
      reasonable endeavours to recover such costs and expenses from the
      defaulting party and provided further that there shall be credited against
      the Service Cost any such costs recovered.

              
	 
      	 
      
	
                11

              	
                Insurances

              
	 
      	 
      
	 
      	
                Effecting
      such insurances (if any) as the Landlord and/or the Management Company may
      properly think fit in respect of the Estate Common Areas the plant,
      machinery, apparatus and equipment as referred to in paragraph 3 above and
      any other liability of the Landlord and/or the Management Company to any
      person in respect of those items or in respect of the provision of the
      Services.

              


      

    


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

    


    
      
        	
                12

              	
                Generally

              
	 
      	 
      
	 
      	
                Any
      reasonable and proper costs (not referred to above) which the Landlord
      and/or the Management Company may incur in providing such other services
      and in carrying out such other works (other than the initial construction
      of the Estate) as the Landlord and/or the Management Company may
      reasonably consider to be reasonably desirable or necessary for the
      benefit of occupiers of the Estate and in accordance with the principles
      of good estate management.

              
	 
      	 
      
	
                13

              	
                VAT

              
	 
      	 
      
	 
      	
                Irrecoverable
      VAT on any of the foregoing.

              


      

    

     

    Annexure
1

    Estate
Signage Policy

     

    (see
over)


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    Estate
Signage Policy

    
      	 
      	 
      	 
      
	 
      	
              The
      Tenant will not erect or display or permit to be erected or displayed any
      advertisement, signs, hoardings or notices which are visible from the
      outside the Premises except as follows:

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              one
      low level, free standing sign constructed in durable materials compatible
      with the main business park signage whose position on the Premises is to
      have the prior written approval of the Landlord (but is anticipated to be
      in the location Indicated by a black dot on the plan annexed to this
      Lease);

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              not
      more than one estate agent’s sign on the curtilage of the building forming
      part of the Premises as and when the same may be
  required;

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              any
      signs which may from time to time be required by law;

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              such
      discreet and suitable directional signs within the Premises as may be
      required by the Tenant, subject to the prior written approval of the
      Landlord; and

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              external
      security cameras may be located on the Premises, subject to the prior
      written approval of the
Landlord.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Annexure
2

    Method
Statement

     

    (see
over)


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    CAPITAL
BUSINESS PARKS

     

    Globeside,
Marlow

     

    Method statement for
contractors’ access to Phase 2 construction.

     

    Construction
access for Phase 2 will be via the Access Road as defined in the Lease between
Capital Business Parks Globeside Limited and Icon Clinical Research (UK) Limited
for Unit 2 Globeside Business Park.

     

    For the
construction period, the Access Road will be clearly marked with appropriate
signage. Access to the site will be limited to this defined route.

     

    No
parking for contractors or other construction vehicles will be allowed on the
Phase 1 demise at any time and such vehicles shall not remain stationary and or
queue on the road immediately in front of Unit 2 Globeside Business
Park.

     

    Throughout
the contract period, the Access Road will be kept clean on a daily basis and
should any area of the access road or any other part of the estate be damaged or
soiled, this will be repaired and cleaned by the contractor as soon as
practically possible.

     

    Construction
traffic shall not exceed 10 mph and shall particularly relate to heavy
construction vehicles.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    Annexure
3

    Premises
Specification


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                         
      CONTENTS

                                      	 
      	
                                        Page

                                      
	 	 	 	 
	 
      	
                                         
      DEVELOPMENT SUMMARY

                                      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	
                                        1.0

                                      	
                                        1.
      0

                                      	
                                        STRUCTURAL

                                      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	 
      	 
      	
                                        1.1

                                      	
                                        General

                                      	 
      	
                                        5

                                      	 
      
	 
      	 
      	
                                        1.2

                                      	
                                        Substructure

                                      	 
      	
                                        5

                                      	 
      
	 
      	 
      	
                                        1.3

                                      	
                                        Superstructure

                                      	 
      	
                                        5

                                      	 
      
	 	 	 	 	 	 	 
	 
      	
                                        2.0

                                      	
                                        ARCHITECTURAL

                                      	 
      	 
      	 
      
	 	 	 	 	 	 
	 
      	 
      	
                                        2.1

                                      	
                                        Building
      Envelope

                                      	 
      	
                                        7

                                      	 
      
	 
      	 
      	
                                        2.2

                                      	
                                        Interior
      Materials and Finishes

                                      	 
      	
                                        7

                                      	 
      
	 	 	 	 	 	 
	 
      	
                                        3.0

                                      	
                                        MECHANICAL
      SERVICES

                                      	 
      	 
      	 
      
	 	 	 	 	 	 
	 
      	 
      	
                                        3.1

                                      	
                                        Air
      Conditioning Services Design Constraints

                                      	 
      	
                                        10

                                      	 
      
	 
      	 
      	
                                        3.2

                                      	
                                        Heating

                                      	 
      	
                                        11

                                      	 
      
	 
      	 
      	
                                        3.3

                                      	
                                        Ventilation

                                      	 
      	
                                        11

                                      	 
      
	 
      	 
      	
                                        3.4

                                      	
                                        Air
      Conditioning System

                                      	 
      	
                                        11

                                      	 
      
	 
      	 
      	
                                        3.5

                                      	
                                        Controls

                                      	 
      	
                                        12

                                      	 
      
	 
      	 
      	
                                        3.6

                                      	
                                        Plumbing
      Installation

                                      	 
      	
                                        12

                                      	 
      
	 	 	 	 	 	 	 
	 
      	
                                        4.0

                                      	
                                        ELECTRICAL
      SERVICES

                                      	 
      	 
      	 
      
	 	 	 	 	 	 
	 
      	 
      	
                                        4.1

                                      	
                                        Mains
      and Sub Mains Distribution

                                      	 
      	
                                        13

                                      	 
      
	 
      	 
      	
                                        4.2

                                      	
                                        Small
      Power

                                      	 
      	
                                        13

                                      	 
      
	 
      	 
      	
                                        4.3

                                      	
                                        Internal
      Lighting

                                      	 
      	
                                        13

                                      	 
      
	 
      	 
      	
                                        4.4

                                      	
                                        Emergency
      Lighting

                                      	 
      	
                                        14

                                      	 
      
	 
      	 
      	
                                        4.5

                                      	
                                        Fire
      Alarm

                                      	 
      	
                                        14

                                      	 
      
	 
      	 
      	
                                        4.6

                                      	
                                        Data
      and Telecommunications

                                      	 
      	
                                        14

                                      	 
      
	 
      	 
      	
                                        4.7

                                      	
                                        Lightning
      Protection

                                      	 
      	
                                        14

                                      	 
      
	 
      	 
      	
                                        4.8

                                      	
                                        External
      Lighting to Building / Car Park

                                      	 
      	
                                        14

                                      	 
      
	 	 	 	 	 	 	 
	 
      	
                                        5.0

                                      	
                                        PASSENGER
      LIFTS

                                      	 
      	
                                        15

                                      	 
      
	 	 	 	 	 	 
	 
      	
                                        6.0

                                      	
                                        EXTERNAL
      WORKS

                                      	 
      	
                                        15

                                      	 
      
	 	 	 	 	 	 
	 
      	
                                        7.0

                                      	
                                        SERVICE
      PROVIDERS

                                      	 
      	
                                        16

                                      	 
      
	 	 	 	 	 	 
	 
      	
                                        8.0

                                      	
                                        DEVELOPMENT
      TEAM

                                      	 
      	
                                        17

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    APPENDICES

     

    APPENDIX I - SITE LAYOUT & LANDSCAPING
PROPOSALS

     

    APPENDIX
II - two globeside BUILDING PLANS


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    DEVELOPMENT
SUMMARY

    
      	 
      	 
      	 
      
	 
      	
              The
      Globeside project at Marlow is a phased development comprising five office
      buildings organised around a public space or ‘boulevard’ and a
      semi-industrial unit on the periphery of the site.

            
	 
      	 
      
	 
      	
              The
      central area is focused on the pedestrian; a collection of soft and hard
      landscape materials define a series of spaces or routes in which occupiers
      can gather. A selection of hard landscaping details starting at the entry
      to the boulevard will be designed to slow vehicles, giving priority to
      pedestrians.

            
	 
      	 
      
	 
      	
              A
      similar architectural language is used on all of the buildings so that the
      development appears structured and unified. However, to avoid monotony the
      different plan forms allows a variety of treatments where the elevations
      and roof forms respond to the functions within. All front facades are
      articulated with a recess marking the glazed entrances. Standing above,
      supported on two slender columns are extended canopies, which also shelter
      the plant room. The impressive reception areas are three levels high and
      animated by walkways at higher levels.

            
	 
      	 
      
	 
      	
              The
      facades comprise predominantly of clay terracotta tiles to reflect the
      warmth and depth of appearance of Marlow with windows punctuated with
      recessed vertical joints to distinguish them as modern offices. The roof
      design is simple in form, comprising a raised seam metal sheet finished in
      a dark grey rising from the recessed eaves to the ridge with a low pitch.
      The escape stairs are external and partially enclosed in metal louvres to
      mask the staircase and to provide the necessary weather
      protection.

            
	 
      	 
      
	
              The
      buildings are facing the boulevard while the main car park areas extend
      behind where significant areas of soft landscaping reduce the visual
      impact of the parked vehicles and associated hard
  standing.

            
	 
      
	
              13

            	
              STRUCTURAL

            
	 
      	 
      
	 
      	
              13.1

            	
              General

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      structures consist of 3 no. reinforced concrete framed office
      buildings.

            
	 
      	 
      	 
      
	 
      	
              13.2

            	
              Substructure

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      foundations for the office buildings consist of mass concrete pad footings
      and the office building ground floor slabs are on a compacted
      sub-base.

            
	 
      	 
      	 
      
	 
      	
              13.3

            	
              Superstructure

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      superstructure for the office buildings are of reinforced concrete frame
      construction with either 300m or 350mm thick flat slabs. The RC columns
      are circular with the perimeter columns set back 750mm from the face of
      the building. The false mansard roof and roof plant rooms are framed in
      structural steel.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      internal and external staircases, atrium walkways and canopies are framed
      in steel.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	 
      	
                Loading

              
	 
      	 
      	 
      
	 
      	 
      	
                The
      imposed loads are generally in accordance with BS6399: Partl: 1996 as
      noted below:

              


      

    

    


    
      	 
      	
              Imposed
      Loads

            	 
      
	 
      	
              General
      offices areas

            	
              4.0
      kN/m2

            
	 
      	
              Lightweight
      partitions

            	
              1.0 kN/m2

            
	 
      	 
      	
              5.0
      kN/m2

            
	 
      	 
      	 
      
	 
      	
              Plant
      spaces

            	
              7.5
      kN/m2
      (specific plant loads used if greater)

            
	 
      	 
      	 
      
	 
      	
              Roofs

            	
              0.6
      kN/m2

            
	 
      	 
      	 
      
	 
      	
              Staircases/Corridors

            	
              4.0
      kN/m2

            


    

    


    
      	
              14

            	
              ARCHITECTURAL

            
	 
      	 
      
	 
      	
              14.1

            	
              Building
      Envelope

            
	 
      	 
      	 
      
	 
      	 
      	
              External
      Envelope

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      external envelope consists of a rain screen construction comprising an
      outer skin of terracotta tiles covering structural insulated panels. The
      building is organised on a 1500mm planning grid which is expressed on the
      facade at three meter intervals in a primary grid of aluminium extruded
      channels and window mullions midway. Extruded channels run horizontally
      dividing the facade at each storey.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      windows are aluminium framed, thermally broken double glazed units. They
      are protected from the solar gain on the South and West facades by brise
      soleil.

            
	 
      	 
      	 
      
	 
      	 
      	
              Curtain
      Walling, Windows and Doors

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      front facade of the triple height reception is a glazed curtain wall. It
      comprises fully drained aluminium frames with high performance sealed
      double glazing units. The curtain walling spans three storeys with
      additional support from narrow vertical steel fins finished in matching
      grey.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      top sections of the glazing running full width of the entrance of
      globeside two are etched with stripes in diminishing pattern to control
      the solar glare but maintain excellent views.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      reception is entered through revolving doors. They are entirely glazed
      with brushed stainless steel fittings. The side doors are fully glazed
      aluminium framed units.

            
	 
      	 
      	 
      
	 
      	 
      	
              Window
      Cleaning System

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      glazed areas are to be cleaned by means of a mobile “cherry
      picker”.

            


    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    
      	 
      	 
      	
              Roof

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      main roof is a pitched ‘warm roof’ construction comprising composite
      cladding panels.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      plant room is set between the pitched roofs with the open side hidden
      behind propriety polyester powder coated louvre screens. The plant room
      floor has a cold deck mastic asphalt finish with paving slabs and
      walkways.

            
	 
      	 
      	 
      
	 
      	 
      	
              External
      Staircases

            
	 
      	 
      	 
      
	 
      	 
      	
              Propriety
      louvre blades panels and flat pressed metal panels screen the emergency
      staircases. They are both finished in polyester powder coated aluminium,
      coloured to match the metal work.

            
	 
      	 
      	 
      
	 
      	
              14.2

            	
              Interior
      Materials and Finishes

            
	 
      	 
      	 
      
	 
      	 
      	
              Ground
      Floor Reception Area

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      building is accessed by an all glass revolving door or a wide glass door
      leaf for people with impaired mobility. The floor area comprises a high
      quality black ceramic tile with mat wells at each entrance. High grade
      Modulus Granite carpet tiles are fitted to the seating area and
      reception.

            
	 
      	 
      	 
      
	 
      	 
      	
              Side
      walls comprise cherry wood panels framed as the external facade with
      colour matched steel framed windows.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      main internal facade is finished simply in white emulsion to provide a
      back drop for the rich adjoining facades and allows luminaires to wash the
      wall with light.

            
	 
      	 
      	 
      
	 
      	 
      	
              Suspended
      steel bridges with metal balustrading finished in white provide access
      through the space from the metal stair to the offices at either side of
      the full height atria and are carpeted with high grade Modulus Granite
      tiles.

            
	 
      	 
      	 
      
	 
      	 
      	
              A
      cherry wood baluster runs continuously up the metal stair and along the
      bridge balustrading.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      ceiling is lit from below and therefore free of fittings and finished in
      white emulsion.

            
	 
      	 
      	 
      
	 
      	 
      	
              Lift
      Lobby Areas

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      lift lobby is plastered and finished with a white emulsion paint plaster.
      The floor is tiled to match the reception area at ground floor with high
      grade Modulus Granite carpet tiles at upper levels. The ceiling is
      suspended plaster board with recessed spot lighting.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      lift doors are stainless steel with matching reveals and architrave. The
      lift cars have a capacity of 13 persons and have a grey facing on steel
      with full height mirror. The floor matches the lobby tiles and the ceiling
      is curved with indirect
lighting.

            


    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              Staircases

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      steel staircase leading to all floors is finished in white with cherry
      wood handrails and carpeted with high grade Modulus Granite
      tiles.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      treads and landings are tiled to match the reception floor up to the first
      floor and Modulus Granite carpeted with high grade tiles
      above.

            
	 
      	 
      	 
      
	 
      	 
      	
              Typical
      Office Areas

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      walls are finished in white emulsion, with concrete columns painted white
      with high build light textured finish. Skirtings are white matt oil
      painted softwood.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      flooring throughout the office area is a fully accessible medium grade
      raised floor with minimum 150mm clearance, supplied by
      Hewetsons.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      suspended ceiling comprises a propriety, smooth finished GRG tile
      500x500mm to co-ordinate with the 1500mm planning grid, lay-in recessed
      modular suspension grid. A plasterboard trim runs all along the perimeter
      and around columns to avoid any cut tiles.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      doors to escape stairs are external grade hardwood painted in white to
      match the walls.

            
	 
      	 
      	 
      
	 
      	 
      	
              Toilets
      and Shower Rooms

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      floors are finished in black ceramic tiling with coved skirtings to match.
      The ceilings are white plasterboard with GRG tiles for partial access. The
      luminaires are recessed spotlights in the ceiling and wall mounted
      uplights recessed in the back wall of the toilets
  cubicles.

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      doors are finished in cherry with the brushed stainless steel
      ironmongery.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      walls to the toilets and lobbies have white vinyl silk emulsion paint
      finish.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      toilet cubicle partitions comprise full height polar white division panels
      and hard wood cherry veneer facing doors with stainless steel footplates
      and end caps.

            
	 
      	 
      	 
      
	 
      	 
      	
              Two
      showers are provided at ground floor level in both buildings A & D and
      have walls fully tiled in glazed vitrified tiles matt white. The trays are
      in Resin Stone with glazed shower screens framed in anodised
      silver.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      vanity units comprise a ‘floating’ Rosso Multitaar granite slab with
      undersung basins. A full height mirror is fixed behind.

            
	 
      	 
      	 
      
	 
      	 
      	
              Soap
      dispensers, toilet paper holders and handrails are finished in stainless
      steel to match the ironmongery.

            
	 
      	 
      	 
      
	 
      	 
      	
              Floor
      Heights

            
	 
      	 
      	 
      
	 
      	 
      	
              Finished
      floor to ceiling heights are 10.5m to the main reception area, 2.75m to
      the office areas with 2.5m to the
toilets.

            


    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

    


    
      
        	
                15

              	
                MECHANICAL
      SERVICES

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                15.1

              	
                Air
      Conditioning Services

              
	 
      	 
      	 
      
	 
      	 
      	
                Design
      Parameters

              
	 
      	 
      	 
      
	 
      	 
      	
                Internal Dry Resultant
      Temperature

              


      

    

    


    
      	 
      	
              Offices

            	 
      	
              23
      A 1.5oC

            
	 
      	
              Atrium/reception
      (ground floor)

            	
              -

            	
              24
      A 2 oC

            
	 
      	
              Toilets

            	
              -

            	
              18oC
      min

            
	 
      	
              Staircase,
      Circulation, etc.

              (apart
      from escape stairs)

            	
              -

            	
              18oC
      min

            
	 
      	 
      	 
      	 
      
	 
      	
              Humidity

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Internal
      Relative Humidity

            	
              -

            	
              No
      control

            
	 
      	
              External
      Conditions

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              External:          Summer

            	
              -

            	
              28oC
      dry bulb

            
	 
      	 
      	
              -

            	
              21oC
      wet bulb

            
	 
      	
                                       Winter

            	
              -

            	
              -2oC
      saturated (fabric)

            
	 
      	 
      	
              -

            	
              -5oC
      saturated (ventilation)

            
	 
      	 
      	 
      	 
      
	 
      	
              Sound
      Levels

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Internal
      Offices

            	
              -

            	
              NR35
      to 38

            
	 
      	
              Internal
      Toilet/Staircases

            	
              -

            	
              NR40

            
	 
      	
              External

            	
              -

            	
              Accord
      with Local Statutory

            
	 
      	 
      	 
      	
              Requirements

            
	 
      	
              Ventilation
      Rates

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Offices

            	
              -

            	
              16
      litres per second per person

            
	 
      	 
      	 
      	
              of
      outside air based on 1 person per 10 m2

            
	 
      	 
      	 
      	 
      
	 
      	
              Toilet
      Extract

            	
              -

            	
              10
      air changes per hour

            
	 
      	 
      	 
      	 
      
	 
      	
              Internal Heat Gains
      (excluding solar)

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Lighting
      Gains

            	
              -

            	
              12W/m2

            
	 
      	
              Equipment/Machine
      Gains

            	
              -

            	
              25W/m2

            
	 
      	
              Occupants

            	
              -

            	
              1
      person/10 m2a

            
	 
      	 
      	 
      	
              90w/person
      (sensible)

            
	 
      	 
      	 
      	
              50w/person
      (latest)

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              Glass Solar
      Performance

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Lighting
      Transmittance

            	
              -

            	
              73%

            
	 
      	 
      	
              Shading
      Co-efficient

            	
              -

            	
              0.60

            
	 
      	 
      	
              Glazing
      ‘U’ Value

            	
              -

            	
              1.4W/m2K

            
	 
      	 
      	
              Windows
      ‘U’ Value

            	
              -

            	
              1.7
      W/m2K

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Occupancy

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Offices

            	
              -

            	
              1
      person per 10m2 of
      nett lettable area

            


    

    


    
      	 
      	 
      	
              Design
      Constraints

            
	 
      	 
      	 
      
	 
      	 
      	
              Plant
      is located in roof the Plant Room.

            
	 
      	 
      	 
      
	 
      	 
      	
              An
      allowance has been provided for the installation of future tenant’s plant
      as follows:

            
	 
      	 
      	 
      
	 
      	 
      	
              two
      globeside          20m2
      internally; 15m3 externally

            
	 
      	 
      	 
      
	 
      	 
      	
              Square
      diffusers, blanked to suit directional air distribution with a white
      finish are installed within the internal office ceiling grid generally
      located to suit the anticipated module arrangement.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      perimeter offices are served by adjustable linear slot
      diffusers.

            


    

    


    
      	 
      	 
      	 
      
	 
      	
              15.2

            	
              Heating

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      atrium is provided with trench floor heaters beneath the full height
      glazing to offset down draughts. All other space heating requirements are
      met by the air conditioning system.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      building heating requirement is provided by 2no conventional gas fired
      boilers. Each boiler is capable of coping with the continuous running load
      of the building.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      installation is complete with flues, run and stand-by circulating pumps,
      pressurisation unit and all necessary safety devices.

            
	 
      	 
      	 
      
	 
      	
              15.3

            	
              Ventilation

            
	 
      	 
      	 
      
	 
      	 
      	
              An
      air handling unit complete with louvres, insect screen, panel & bag
      filters, coils, fan sections and attenuators is located within the roof
      plant room/area.

            
	 
      	 
      	 
      
	 
      	 
      	
              Outside
      air is filtered and cooled or tempered and then supplied via a system of
      ductwork to the offices and atrium spaces.

            
	 
      	 
      	 
      
	 
      	 
      	
              Duty/Standby
      toilet extract fans are located in the roof plant
    room/area.

            
	 
      	 
      	 
      
	 
      	 
      	
              Extract
      air is exhausted via a system of low velocity ductwork, connected to
      ceiling mounted extract valves positioned over each
      cubicle/urinal.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      mechanical ventilation system is complete with volume control dampers to
      facilitate balancing and fire dampers where ducts pass through fire
      compartment structures.

            


    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

    


    
      	 
      	
              15.4

            	
              Air
      Conditioning System

            
	 
      	 
      	 
      
	 
      	 
      	
              A
      4-pipe fan coil system is provided to serve the offices. The reception
      ground floor is comfort cooled/heated by compact air handling
      units.

            
	 
      	 
      	 
      
	 
      	 
      	
              Office
      fan coils are located in the ceiling void. FCU controls are suitable for
      amendment by the tenant as required for operation with room mounted
      temperature sensors.

            
	 
      	 
      	 
      
	 
      	 
      	
              A
      dual refrigerant circuit air-cooled liquid chiller is located In the root
      plant area. The installation is complete with run and stand-by chilled
      water circulating pumps, pressurisation unit and all necessary safety
      devices.

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      chilled water pipework is insulated & vapour sealed relevant to the
      temperature of the contained medium and the surrounding ambient.
      Insulation is mineral wool with aluminium foil finish.

            
	 
      	 
      	 
      
	 
      	
              15.5

            	
              Controls

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      of the main heating, cooling and ventilation equipment and controls are
      placed under the dictates of the automatic control
  system.

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      of the heating and ventilation equipment is under the dictate of the
      control system, to provide programmable year round automatic operation
      with day omit facility and temperature set back and frost
      protection.

            
	 
      	 
      	 
      
	 
      	 
      	
              Plant
      operation is on a duty sharing basis where duty/standby or dual plant is
      provided.

            
	 
      	 
      	 
      
	 
      	 
      	
              Activation
      of fire alarm system de-energises all mechanical services plant and manual
      override of the extract fan is facilitated from Reception for use by the
      Fire Services.

            
	 
      	 
      	 
      
	 
      	 
      	
              Fan
      coil units are each controlled by a return air thermostat. In the event of
      tenant cellularisation the control arrangement will permit the
      installation of room temperature sensor/set point
    adjusters.

            
	 
      	 
      	 
      
	 
      	
              15.6

            	
              Plumbing
      Installation

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      building and all water supply outlets ere fed directly from the
      mains.

            
	 
      	 
      	 
      
	 
      	 
      	
              Hot
      Water supply to toilets is provided by local unvented electric water
      heaters. The supply pipework is trace heated up to the outlet where
      necessary to comply with the HSE guidelines to maintain the water
      temperature and as an anti-regionella measure. Lime fighters are fitted
      prior to the heaters to reduce the build up of scale in the
      vessel.

            
	 
      	 
      	 
      
	 
      	 
      	
              Water
      supply and drainage branch connections from the waters are provided at
      each floor level to enable the tenant to supply a vending/tea point if
      required.

            
	 
      	 
      	 
      
	 
      	 
      	
              All
      domestic water services have been flushed and
  chlorinated.

            


    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  16

                	
                  ELECTRICAL
      SERVICES

                
	 
      	 
      
	 
      	
                  16.1

                	
                  Mains
      and Sub Mains Distribution

                
	 
      	 
      	 
      
	 
      	 
      	
                  Separate
      supplies are provided from the main low voltage distribution switchboard
      located in an electrical switchroom at roof plantroom level, to the
      following:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Office
      Floor - Power and Lighting

                
	 
      	 
      	
                  Circulation
      Areas (Landlords) - including Toilet Cores

                
	 
      	 
      	
                  Lifts

                
	 
      	 
      	
                  Mechanical
      Plant

                
	 
      	 
      	
                  Fire
      Alarm

                
	 
      	 
      	
                  External
      Lighting

                
	 
      	 
      	 
      
	 
      	 
      	
                  The
      building power supply allocation is as follows:

                
	 
      	 
      	 
      
	 
      	 
      	
                  two
      globeside
      -               481
      kVA

                
	 
      	 
      	 
      
	 
      	 
      	
                  Separate
      supplies are provided from the main low voltage switchboard to two
      distribution boards serving each floor, providing a total of 50% spare
      capacity per floor. Space for sub-metering is provided such that each
      floor can be sublet and metered separately.

                
	 
      	 
      	 
      
	 
      	
                  16.2

                	
                  Small
      Power

                
	 
      	 
      	 
      
	 
      	 
      	
                  Double
      switched outlet sockets are installed for cleaning and maintenance in the
      Entrance/Reception area, staircases and plant room, with a fuser spur for
      hand driers in toilets.

                
	 
      	 
      	 
      
	 
      	 
      	
                  Socket
      outlets and other power requirements are provided in the lift
      shafts.

                
	 
      	 
      	 
      
	 
      	 
      	
                  Voice/Data
      Installations

                
	 
      	 
      	
                  Voice
      and data cabling is excluded. Such installation to be undertaken by the
      occupier, using the floor void. Vertical routes through the building are
      allocated for this facility.

                
	 
      	 
      	 
      
	 
      	
                  16.3

                	
                  Internal
      Lighting

                
	 
      	 
      	 
      
	 
      	 
      	
                  Office
      Lighting

                
	 
      	 
      	
                  Office
      areas are illuminated with 500 x 500 modular recessed luminaries to
      provide an average of 400 lux at desk top level.

                
	 
      	 
      	 
      
	 
      	 
      	
                  Each
      light fitting is installed with 3 metre long flexible cable connections to
      enable localised repositioning within the ceiling grid without
      disconnection.

                
	 
      	 
      	 
      
	 
      	 
      	
                  Light
      Switching

                
	 
      	 
      	
                  Light
      switching is generally flush mounted grid switch assemblies. Two way
      switching is provided on the stairways. Toilet and core areas are each
      switched separately.

                
	 
      	 
      	 
      
	 
      	 
      	
                  The
      office lighting is arranged to enable central switching via a multi-gang
      switch with provision to adapt to individually switched cellular
      partitioned offices and
corridors.

                


        

      

    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

    


    
      	 
      	
              16.4

            	
              Emergency
      Lighting

            
	 
      	 
      	 
      
	 
      	 
      	
              Emergency
      lighting is positioned in common areas and stairways to provide
      illumination for three hours.

            
	 
      	 
      	
              The
      system covers all escape routes, notational corridors and other
      areas.

            
	 
      	 
      	 
      
	 
      	
              16.5

            	
              Fire
      Alarm

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      installation comprises electronic sounders, automatic smoke/heat
      detectors, manual call points, relays, wiring, control panel etc all as
      necessary to provide coverage fire detection. The installation is provided
      with all necessary interfaces to facilitate address from a building
      management system (BMS).

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      installation is interfaced with mechanical controls for shut down in the
      event of fire.

            
	 
      	 
      	 
      
	 
      	
              16.6

            	
              Data
      and Telecommunications

            
	 
      	 
      	 
      
	 
      	 
      	
              Data
      and telecommunication cabling to be by occupier.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      site is provided with three separate incoming telecommunication ducts
      which enter each building via three 150mm diameter ducts. One of the
      incoming ducts has bean provided by BT, whilst the other two are currently
      available for alternative suppliers. Two entry points to each building are
      provided for security of supply.

            
	 
      	 
      	 
      
	 
      	 
      	
              Underfloor
      conduits are installed to Reception desk and visitors seating positions
      terminating in a proprietary floor outlet box. Final wiring to be by
      occupier.

            
	 
      	 
      	 
      
	 
      	 
      	
              Wireways
      for future BMS installations are provided.

            
	 
      	 
      	 
      
	 
      	 
      	
              Conduit
      systems are provided linking the main electrical service shaft main
      rotating door and Reception desk to facilitate the installation of power
      and any requirements for door access and door monitoring CCTV installation
      by occupier.

            
	 
      	 
      	 
      
	 
      	
              16.7

            	
              Lightning
      Protection

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      building is protected by a lightning protection system.

            
	 
      	 
      	 
      
	 
      	
              16.8

            	
              External
      Lighting to Building/Car Park

            
	 
      	 
      	 
      
	 
      	 
      	
              Fully
      automatic lighting is provided by roof uplighters and controlled by a time
      switch and solar cell arrangement to illuminate the ‘top hat
      canopy’.

            
	 
      	 
      	 
      
	 
      	 
      	
              Car
      parking and pedestrian areas at ground level are provided with painted
      column mounted anti-corrosive vandal resistant
  luminaries.

            
	 
      	 
      	 
      
	
              17

            	
              PASSENGER
      LIFTS

            
	 
      	 
      
	 
      	
              Two
      13-person traction lifts in compliance with ENB1/BS 5655 are provided to
      serve each of the buildings. Each travel from ground to second
      floor.

            
	 
      	 
      
	 
      	
              Each
      lift has a door clearance of 800mm and a clear door height of 2100mm.
      Speed: 1.0m/s

              Waiting
      time: <35 seconds

            


    


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

    


    
      	 
      	
              The
      lifts are as manufactured by Kone Lifts Ltd.

            
	 
      	 
      
	
              18

            	
              EXTERNAL
      WORKS

            
	 
      	 
      
	 
      	
              Drainage

            
	 
      	 
      
	 
      	
              Foul
      and surface water drainage are connected to the existing sewers in
      Chertsey Road.

            
	 
      	 
      
	 
      	
              Refuse
      Collection

            
	 
      	 
      
	 
      	
              Separate
      refuse collection points are provided for each
building.

            
	 
      	 
      
	
              19

            	
              SERVICE
      PROVIDERS

            


    

     

    
      	
              Water/Drainage:

              Authority

            	
              Thames
      Water

              The
      Business Centre

              PO
      Box 83

              Brentford

              Middlesex

              TW8
      OEE

              Telephone
      0171 713 3884

            
	 
      	 
      
	
              Gas:

              Incoming
      Service

              and
      meter

            	
              Transco

              Uxbridge
      Road

              Slough

              Berkshire

              SL2
      5NA

            
	 
      	 
      
	
              Gas
      Provider:

            	
              To
      be selected

            
	 
      	 
      
	
              Telephone:

            	
              British
      Telecom

              Northern
      Home County

              Room
      173

              West
      Traction Control

              Reading
      trunk ATE

              Basingstoke
      road

              Reading

              RG2
      OBN

               

              tel
      0585 5836461

            
	 
      	 
      
	
              Electricity
      Supply:

            	
              Southern
      Electric

              PO
      Box 123

              Slough

              SL1
      2PF

              Tel
      0845 7444555

            


    


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      
        	
                20

              	
                DEVELOPMENT
      TEAM

              


      

    

    


    
      	
              Architect

            	
              Geoffrey
      Reid Associates

              42
      Portland Place

              London

              W1N
      3DG

            
	 
      	 
      
	
              Structural
      Engineer

            	
              Oscar
      Faber Consulting Engineers

              23
      Middle Street

              London

              EC1A
      7JD

            
	 
      	 
      
	
              Services
      Engineer

            	
              Oscar
      Faber Consulting Engineers

              Bush
      House

              Prince
      Street

              Bristol

              BS14QD

            
	 
      	 
      
	
              Employer’s
      Agent

            	
              AYH
      plc

              40
      Clifton Street

              London

              EC2A
      4AY

            
	 
      	 
      
	
              Quantity
      Surveyor

            	
              AYH
      plc

              40
      Clifton Street

              London

              EC2A
      4AY

            
	 
      	 
      
	
              Planning
      Supervisor

            	
              AYH
      plc

              40
      Clifton Street

              London

              EC2A
      4AY

            
	 
      	 
      
	
              Landscape
      Architect

            	
              Randle
      Siddeley Associates

              2
      Palmerston Court

              Palmerston
      Court

              Palmerston
      Way

              London

              SW8
      4AJ

            
	 
      	 
      
	
              Main
      Contractor

            	
              Bryant
      Construction

              Cranmore
      House

              Cranmore
      Boulevard

              Solihull

              West
      Midands

            


    


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    APPENDICES


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    APPENDIX
I

     

    SITE
LAYOUT & DEMISE


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      [SURVEY}

       

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX II

       

      two globeside

       

      BUILDING PLANS

       

      [SURVEY]

       

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


       

      


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


       

      


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


       

      


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


       

      


      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

       

      


      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

       

      Annexure
4
Supplemental
Lease


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    	 	 
	 
      	 
      
	 	
                            Dated

                          	
                            2001

                          	
                             

                          


                  

                

              

            

          

        

      

       

      CAPITAL
BUSINESS PARKS GLOBESIDE LIMITED (1)

       

      and

       

      ICON
CLINICAL RESEARCH (UK) LIMITED (2)

       

      and

       

      ICON
PLC (3)

       

      SUPPLEMENTAL
LEASE

       

      of land
adjoining

      Two
Globeside Business Park Marlow Bucks

      
        	 
      	 
      
	 
      	
                LINKLATERS

              
	 
      	
                One
      Silk Street

              
	 
      	
                London
      EC2Y 8HQ

              
	 
      	
                Telephone:
      (44-20) 7456 2000

              
	 
      	
                Facsimile:
      (44-20) 7456 2222

              
	 
      	 
      
	 
      	
                Ref:
      ALES

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	 
      	 
      	 
      
	 
      	This Lease is made the
      day of
	 
      	 
      	 
      
	 
      	between
	 
      	 
      	 
      
	
                        (1)

                      	
                        CAPITAL BUSINESS PARKS
      GLOBESIDE LIMITED (Company Number 3808246) whose registered office
      is at Portland House Stag Place LondonSW1E 5DS (the “Landlord”);

                      
	 
      	 
      	 
      
	
                        (2)

                      	
                        ICON CLINICAL RESEARCH (UK)
      LIMITED (Company Number 02541764) whose registered office is at
      Kings Court, the Broadway, Winchester, Hampshire, SO23 9BE (the “Tenant”);

                      
	 
      	 
      	 
      
	
                        (3)

                      	
                        ICON PLC (Company
      Number145835) whose registered office is at South County Business Park,
      Leopardstown, Dublin 18, Ireland (the “Guarantor”).

                      
	 
      	 
      	 
      
	
                        Whereas

                      
	 
      	 
      	 
      
	
                        1

                      	
                        This
      Lease Is SUPPLEMENTAL to a lease (the Principal Lease)
      dated       2001 made between the Landlord
      (1) the Tenant (2)and the Guarantor (3) whereby all those premises more
      particularly described in the Lease Particulars to the Principal Lease
      were demised by the Landlord to the Tenant for a term of years
      commencing     day of 2001 and expiring
      on    day of 2017 subject to the covenants restrictions and
      other matters therein contained;

                      
	 
      	 
      	 
      
	
                        2

                      	
                        The
      Landlord and the Tenant have agreed that the Landlord will grant to the
      Tenant a lease of lend adjoining the south-western boundary of the
      premises demised by. the Principal Lease (the Premises) on the terms
      contained in the Principal Lease save as expressly varied
      herein.

                      
	 
      	 
      	 
      
	 
      	
                        Now This Deed Witnesses
      as follows:- .

                      
	 
      	 
      	 
      
	
                        1

                      	
                        The
      Landlord HEREBY DEMISES to the Tenant ALL THOSE premises more particularly
      described in the First Schedule to this Lease (the Additional Premises)
      TOGETHER WITH the rights set out in Part 1 of the First Schedule to the
      Principal Lease and In Part I of the Second Schedule to this Lease but
      EXCEPT AND RESERVING unto the Landlord and the Management Company as
      referred to in the Part II of the First Schedule to the Principal Lease
      and EXCEPT AND RESERVING as mentioned in Part II of the Second Schedule to
      this Lease TO HOLD the same SUBJECT to and with the benefit of the matters
      to which the Premises were expressed to be subject to in the Principal
      Lease so far as they relate to or apply to the Additional Premises AND
      SUBJECT to all other rights easements quasi-easements and privileges to
      which the Additional Premises are or may be subject UNTO the Tenant from
      the date hereof for the residue of the term of years granted by the
      Principal Lease YIELDING AND PAYING the rent of a peppercorn it demanded
      and SUBJECT to the provisions covenants and conditions contained in the
      Principal Lease (including for the avoidance of doubt the proviso for
      re-entry) as amended by Clauses 1 and 2 of this Lease as though the same
      were set out herein mutatis mutandis and so that:

                      
	 
      	 
      	 
      
	
                        1.1

                      	
                        the
      rents reserved by the Principal Lease shall henceforth be payable and
      issue out of the Premises end the Additional Premises together and the
      covenants conditions and other provisions contained in the Principal Lease
      shall apply in full force and effect to the Premises and the Additional
      Premises together as they originally applied to the Premises
      and

                      
	 
      	 
      	 
      
	
                        1.2

                      	
                        every
      reference in the Principal Lease to the Premises shall henceforth be read
      and construed as a reference to the Premises and the Additional Premises
      together

                      


              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    1.3

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    1.3.1

                  	
                    The
      right to re-enter conferred by the proviso for re-entry contained in the
      Principal Lease shall be exercisable by the Landlord on any failure by the
      Tenant to observe and perform any of its obligations under this Lease as
      well as in the circumstances provided for in the Principal
      Lease.

                  
	 
      	 
      	 
      
	 
      	
                    1.3.2

                  	
                    For
      the avoidance of doubt if there is any of the events in Clause 8.1 of the
      Principal Lease occur then the Landlord shall be entitled to enter the
      Additional Premises and forfeit this Lease in the same way as if there
      were a breach of any of the Tenant’s covenants in relation to the
      Additional Premises under this Lease.

                  
	 	 	 
	 
      	
                    AND
      the Principal Lease Is hereby varied to give effect to this Clause
      1.3

                  
	 
      	 
      	 
      
	
                    2

                  	
                    The
      Tenant HEREBY COVENANTS with the Landlord:

                  
	 
      	 
      	 
      
	
                    2.1

                  	
                    to
      pay the rents reserved by the Principal Lease and any Value Added Tax
      thereon where appropriate on the days and in the manner provided in the
      Principal Lease;

                  
	 
      	 
      	 
      
	
                    2.2

                  	
                    without
      prejudice to the provisions as to alienation contained in the Principal
      Lease not to assign or underlet the Additional Premises separately from
      the Premises and only in accordance with the provisions of Clause 4.16 of
      the Principal Lease; and

                  
	 
      	 
      	 
      
	
                    2.3

                  	
                    to
      observe and perform the agreements covenants and stipulations contained or
      referred to in the documents referred to in Part III of the Principal
      Lease so far as any of the same are still subsisting and capable of taking
      effect and relate to the Additional Premises and to keep the Landlord
      indemnified against all actions proceedings costs and claims and demands
      in any way relating thereto.

                  
	 
      	 
      	 
      
	
                    2.4

                  	
                    The
      Tenant HEREBY COVENANTS with the Landlord to perform the covenants set out
      in Clause 4 of the Principal Lease insofar as they relate to the
      Additional Premises.

                  
	 
      	 
      	 
      
	
                    3

                  	
                    The
      Landlord and the Tenant HEREBY COVENANT throughout the Term that they will
      respectively perform and observe the several covenants provisos and
      stipulations contained in the Principal Lease as amended by Clauses 1 and
      2 of this Lease as if the same covenants provisos end stipulations had
      been herein repeated in full with such amendments only as are necessary to
      make them applicable to this demise.

                  
	 
      	 
      	 
      
	
                    4

                  	
                    The
      Guarantor HEREBY COVENANTS with the Landlord to observe and perform the
      covenants set out in the Third Schedule to the Principal Lease insofar as
      they relate to the Additional Premises.

                  
	 
      	 
      	 
      
	 
      	
                    In
      Witness whereof
      this document has been executed as a Deed the day and year first
      before written.

                  
	 
      	 
      	 
      


          

        

      

       

      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      The
First Schedule

      (Particulars
of the Additional Premises)

       

      All that
land at Globeside Business Park Marlow Buckinghamshire being part of the land
registered at HM Land Registry under Title Number BM244464 and which is more
particularly delineated and shaded yellow on the plan annexed
hereto.

       

      [Landlord
to confirm extent of demise]


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      The
Second Schedule

      (Exceptions
and Reservation out of the demise)

       

      Part
I Easements and Other Rights Granted

      
        	 
      	 
      
	 
      	
                There
      are granted to the Tenant (in common with others authorised by the
      Landlord):

              
	 
      	 
      
	
                1

              	
                The
      right to use the Access Road and the Estate Common Areas (both as defined
      in the Principal Lease) for access to and from the Additional
      Premises;

              
	 
      	 
      
	
                Part
      II Exceptions and Reservations

              
	 
      
	 
      	
                There
      are excepted and reserved to the Landlord and the Management Company (as
      defined In the Principal Lease) (and all others having like rights or
      authorised by them):

              
	 
      	 
      
	
                2

              	
                Free
      and uninterrupted use of all existing and future Conduits which are in the
      Additional Premises end serve the Estate or the Adjoining Property
      together with the right on reasonable prior written notice at all
      reasonable times (except In cases of emergency where no notice is required
      and works may be carried out any time) to lay install maintain reroute and
      connect into any additional or replacement Conduits in under or over the
      Additional Premises to serve the Additional Premises the Estate or
      adjoining Property;

              


      

       

       

      -4-