Exhibit 4.83


 


CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


	Dated                                 7   September	2017


 


GW PHARMA LIMITED


 


- and -


 


THE AUSTIN COMPANY OF (U.K.) LIMITED


 


Contract for the Design, Construction,

Testing and Commissioning of GW Pharma Building 750B.


and Process equipment at Kent
Science Park


 


Comprising:


 


	The Agreement 	6 pages
	The Special Conditions	26 pages
	The Specification	75 pages
	The Schedules	108 pages


  




    	 	 	 



     


    

 


Agreement


 


This
Agreement is made the 7th day of September 2017


 


between


 


		(1)	GW Pharma Limited (registered number 03704998) a company incorporated in England and Wales
and whose registered address is Sovereign House, Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ (the "Purchaser");
and



 


		(2)	THE AUSTIN COMPANY OF (U.K.) LIMITED (registered number 00343451), a company incorporated
in in England and Wales and whose registered address is Cardinal Point, Park Road, Rickmansworth, Hertfordshire WD3 1RE (hereinafter
called the "Contractor") of the other part.



 


Whereas


 


The Purchaser wishes
to have a process plant known as Building 750b constructed at Kent Science Park and wishes the Contractor to carry out and
complete the Works defined in the Contract and the Contractor is willing and able to carry out and complete
the Works in accordance with the Contract.


 


This
Agreement provides as follows:


 


		1.	The following documents and their attachments (if any), shall together constitute the contract
between the Purchaser and the Contractor and the term "Contract" shall in all such documents be
construed accordingly:



 


		(a)	this Agreement;



 


		(b)	the Contract Conditions comprising:



 


The General Conditions,
being Clauses 1-49 as set out in the IChemE Form of Contract for Reimbursable Contracts (the 'Green Book'), 4th edition,
2013; and


 


The Special Conditions.


 


		(c)	the Specification; and



 


		(d)	the following Schedules:



 


	Schedule 1:	Description of the Works;
	 	 
	Schedule 2:	Documentation;
	 	 
	Schedule 3:	Responsibilities of Purchaser;
	 	 
	Schedule 4:	Health & Safety;
	 	 
	Schedule 5:	Environmental protection & waste disposal;
	 	 
	Schedule 6:	Quality assurance and validation;
	 	 
	Schedule 7:	Subcontracting;
	 	 
	Schedule 8:	Contractor's named personnel;


 




    	 	 	AGREEMENT - Page 1 of 6



     


    

 


	Schedule 9:	Training by Contractor;
	 	 
	Schedule 10:	Parts with limited working life and spare parts;
	 	 
	Schedule 11:	Times of completion;
	 	 
	Schedule 12:	Liquidated damages for delay;
	 	 
	Schedule 13:	Pre-installation tests and procedures;
	 	 
	Schedule 14:	Criteria for the completion of construction;
	 	 
	Schedule 15:	Take Over procedures;
	 	 
	Schedule 16:	Performance tests and procedures;
	 	 
	Schedule 17:	Performance guarantees and liquidated damages for failure;
	 	 
	Schedule 18:	Cost elements, rates and charges;
	 	 
	Schedule 19: 	Payment;
	 	 
	Schedule 20:	Contract co-ordination; 
	 	 
	Schedule 21:	Reports and records;
	 	 
	Schedule 22: 	Forms of Collateral Warranty;
	 	 
	Schedule 23:	Third Party Agreements;


 


For the purpose of identification,
the contents of the Contract are bound together with the Form of Agreement and have been signed on behalf of the Purchasers and
the Contractor.


 


		2.	The Contract constitutes the entire agreement between the Purchaser and the Contractor
with respect to the performance of the Works and supersedes all prior negotiations, representations or agreements relating
thereto, whether written or oral, except to the extent that they are expressly incorporated in the Contract. No change,
alteration or modification to the Contract shall be effective unless the same shall be in writing and signed by both parties.



 


		3.	The liability of the Contractor to the Purchaser as provided in Sub-clause 45.3 shall
not exceed [***] for each and every claim and [***] in the aggregate;



 


		4.	The Contractor's liability in respect of:



 


		(a)	loss of or damage to property of the Purchaser and his Affiliates in accordance with
Sub-clause 30.13 of the General Conditions shall not exceed [***] for each and every claim and [***] in the aggregate; and



 


		(b)	the amount to be stated in accordance with Sub-clause 37.12(b) of the General Conditions is
[***] for each and every claim and [***] in the aggregate.



 


		(c)	The Deductible shall be [***].



 


		5.	In case of conflict between any of the documents accompanying this Agreement, the order
of precedence shall be as stated in Sub-clause 1.2 of the General Conditions.



 




    	 	 	AGREEMENT - Page 2 of 6



     


    

 


		6.	For the purposes of Sub-clauses 6.2, 7.3, 8.3 and 28.3 of the General Conditions, the date
of the Contractor's tender shall be the date of this Agreement.



 


		7.	The date for the commencement of the Works shall be 10th February 2017 and notwithstanding
the date of the Contract the Contract shall apply with retrospective effect to services provided by the Contractor pursuant to
the Purchaser’s Purchase Orders Numbers [***] and any terms and conditions applicable to such orders shall be excluded and
of no effect.



 


		8.	The Purchaser hereby appoints Robert Agnew, of RA Project Solutions Limited, to act as the
Project Manager for the purposes of the Contract. The Purchaser is the client for the purposes of the CDM
Regulations.



 


		9.	The Contractor hereby appoints Jas Bharj to act as the Contract Manager for the purposes
of the Contract.



 


		10A	The Principal Designer for the purposes of the CDM Regulations is the Contractor
or, if it ceases to be the Principal Designer, such other contractor as the Purchaser shall appoint to fulfil that
role.



 


		10B	The Principal Contractor for the purposes of the CDM Regulations is the Contractor
or, if it ceases to be the Principal Contractor, such other contractor as the Purchaser shall appoint to fulfil that
role.



 


		11.	The bank whose base lending rate is referred to in Sub-clause
1.1 of the General Conditions in the definition of Agreed Rate is Barclays Bank plc.



 


		12.	Any Notice to be served in accordance with Sub-clause
1.8 of the General Conditions shall be sent to the postal address stated below:



 


	The Purchaser:	For the attention of:	Company Secretary
	 	 	 
	 	Address:	GW Pharma Ltd
	 	 	Sovereign House
	 	 	Vision Park
	 	 	Chivers Way
	 	 	Histon
	 	 	Cambridge CB24 9BZ
	 	 	 
	 	Fax number:	01223 235667
	 	 	 
	The Contractor:	For the attention of:	Acting Company Secretary ............... 
	 	 	 
	 	Address:	The Austin Company of (U.K.) Limited 
	 	 	Cardinal Point
	 	 	Park Road
	 	 	Rickmansworth WD3 1RE.


 


		13.	The Contract shall be governed by the laws of England and Wales.



 


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



 


		15.	For the purposes of the Construction Industry Scheme, the Purchaser at the date of this
Contract is a "contractor".



 




    	 	 	AGREEMENT - Page 3 of 6



     


    

 


		16.	The Contractor shall procure that every Subcontractor shall at any time if required
by the Purchaser execute and deliver to the Purchaser deeds of collateral warranty in the respective forms set out
in Part B (Subcontractor), or Part C (Sub-subcontractor) of Schedule 22 (Forms of Collateral Warranty), subject to any reasonable
amendments that have been approved by the Purchaser, such approval not to be unreasonably withheld or delayed, in favour of:-



 


		(a)	the Purchaser;



 


		(b)	the Landlord;



 


		(c)	any party providing finance in relation to the Site and/or the execution of the Works;
and



 


		(d)	any purchaser of the whole or part of the property at which the Works are to be undertaken.



 


Following a request by the Purchaser
for the delivery of an executed collateral warranty pursuant to this Paragraph, the Contractor shall use reasonable endeavours
to deliver such warranty to the Purchaser within 28 days of such request.


 


In the event that any Subcontractor
fails to deliver an executed collateral warranty within 28 days of a request by the Purchaser the obligation of the Purchaser
to make further payment to the Contractor in respect of the work of such Subcontractor pursuant to Clause 41
(Payment) of the General Conditions shall be suspended until delivery to the Purchaser.


 


		17.	The Contractor shall within 14 days of entering into this Contract deliver a deed
of collateral warranty in the respective form set out in Part A of Schedule 22 (Forms of Collateral Warranty) in favour of and
to the Landlord executed by the Contractor. Such execution and delivery shall be a condition precedent to the Purchaser's
obligation to make any payment of the Contract Price pursuant to Clause 41 (Payment) of the General Conditions.



 


		18.	Provided that the total number of collateral warranties executed and delivered by the Contractor
shall not exceed four the Contractor shall within 14 days of the Purchaser’s request execute and deliver a
deed of collateral warranty in the respective form set out in Part A of Schedule 22 (Forms of Collateral Warranty) in favour of:-



 


		(a)	the Landlord;



 


		(b)	any party providing finance in relation to the Site and/or the execution of the Works;



 


		(c)	any purchaser of the whole or part of the property at which the Works are to be undertaken;
and



 


		(d)	any tenant of the whole or any part of the property at which the Works are to be undertaken.



 


Following a request
by the Purchaser for the delivery of an executed collateral warranty pursuant to this Paragraph, the Contractor shall
deliver such warranty to the Purchaser within 14 days of such request and such delivery shall be a condition precedent to
the Purchaser's obligation to make any payment of the Contract Price pursuant to Clause 41 (Payment) of the
General Conditions.


 




    	 	 	AGREEMENT - Page 4 of 6



     


    

 


		19.	In addition to its obligation under Sub-clause 31.6 the Contractor shall take out and maintain
with reputable insurers carrying on business in the European Union further professional indemnity insurance to provide cover without
unusual or onerous conditions, exclusions or material excesses for 3 years commencing from 1st August 2017 with a limit
of indemnity of not less than [***] in the aggregate provided always that such insurance is generally available at commercially
reasonable rates and terms. The Contractor shall immediately inform the Purchaser if such insurance ceases to be
available at commercially reasonable rates and terms and with the approval of the Purchaser (such approval not to be unreasonably
withheld) make alternative arrangements for protecting the interest of the Purchaser and the Contractor. In the event
the Purchaser requires the Contractor to extend such cover beyond 3 years the Purchaser shall notify the Contractor
in writing by no later than 1st February 2020 of such requirement and subject to the Purchaser prior payment
in full without deduction to the Contractor of the additional cost of arranging such cover the Contractor shall take
out and maintain the extended cover.



 


		20.	Notwithstanding any other provision in the Contract to the contrary the Purchaser
and Contractor have expressly agreed that, subject to sub-clauses (i) to (vii) below the Purchaser shall hold additional
monies in reserve (“the “Contingency Fund”) and the Contractor shall be entitled to request payment
(a “Contingency Fund Claim”) from the Contingency Fund and the Purchaser agrees to make payment
from the Contingency Fund (a “Contingency Fund Payment”).



 


		(i)	The Contingency Fund is in addition to the cost elements identified at Schedule 18 of this
Contract and in addition to any sums identified within the Contractor’s Tender Reports.



		(ii)	The total aggregate of all Contingency Fund Payments shall not exceed [***] (excluding VAT).



		(iii)	The Contractor shall not be entitled to request or receive payment from the Contingency
Fund where and to the extent that the sums claimed by the Contractor arise from the Contractor’s failure
to implement its QA procedures as set out at Schedule 6 of this Contract.



		(iv)	The respective Project Sponsors (as set out at Schedule 20 of this Contract) shall
meet within 4 weeks of the Contractor submitting a Contingency Fund Claim and, acting reasonably, shall agree the
Contingency Fund Payment (if any) that shall be paid from the Contingency Fund in respect of such Contingency
Fund Claim. If the Project Sponsors cannot agree on the amount of a Contingency Fund Payment for a Contingency
Fund Claim the final decision shall be that of the Purchaser’s Project Sponsor, acting reasonably.



		(v)	Any amount so agreed shall be included in the next interim payment notice following such meeting.



		(vi)	A Contingency Fund Payment shall be in full and final settlement of the Contingency Fund
Claim to which it relates and henceforth shall form part of the Contract Price.



		(vii)	Subject always to (i) to (vi) above Contingency Fund Payments shall be made where the following
conditions are satisfied:



 


		(a)	The Purchaser has not paid an amount or amounts to the Contractor on grounds as set
out in sub-clause 39.5 (a “Deduction”)



		(b)	Within 12 weeks of a Deduction the Contractor submits a Contingency Fund Claim
requesting payment from the Contingency Fund.



		(c)	A Contingency Fund Claim shall only comprise Subcontractor costs incurred by the
Contractor which form part of a Deduction by the Purchaser.





    	 	 	AGREEMENT - Page 5 of 6



     


    

 


		(d)	A Contingency Fund Claim shall include sufficient detail to reasonably explain why the costs
referred to in (c) above were incurred.



 


In
witness whereof this Contract has been executed as a deed and delivered on the date first above written.


 


	Executed as a deed by the	)
	Purchaser acting by:	)
	 	)
	 	)
	 	 
	Director	/s/ Chris
    Tovey
	 	 
	Director/Secretary	/s/ Adam George
	 	 
	Executed as a deed by Contractor	)
	acting by:	)
	 	 
	Director	/s/ Prakash Davda
	 	 
	Witness	/s/ Allan Huke 
	 	Allan Huke
	 	19 Firbank Rd
	 	St Albans
	 	Herts.


   




    	 	 	AGREEMENT - Page 6 of 6



     


    

 


THE SPECIAL CONDITIONS


 


Clause 1 – Definition of Terms


 


		1.	In Sub-clause 1.1:



 


		(a)	amend the definition of "Defect" by deleting good engineering practice" and
replacing with "Good Industry Practices";



 


		(b)	delete the definition of "Expert" and replace with "Not used";



 


		(c)	amend the definition of "Materials" by inserting "and/or Works"
after "Plant";



 


		(d)	replace the definition of "Plant" with the following:



 


"Plant" means the
foundation, structures and/or permanent works as described in the Specification to be constructed at the Site.


 


		(e)	amend the definition of "Purchaser's Risk" as follows:



 


		(a)	replace the text in paragraph (b) with:



 


“(b)          any
design or information provided by the Purchaser including that relating to processing equipment to be supplied by Natex
Prozesstechnologie GesMBH or other third party supplier of processing equipment to Purchaser for use in the Plant (other
than design or information provided by the Purchaser which under Schedule 1 the Contractor is expressly required
to verify in accordance with his obligations under the Contract);”


 


		(b)	not used;



 


		(c)	at the end of paragraph (c) delete "or" and replace with "."; and



 


		(d)	delete paragraphs (d), (e) and (f);



 


		(f)	delete the definition of "Notice of Arbitration" and replace with "Not used";



 


		(g)	amend the definition of "Project Manager" by inserting before the full stop, ",
who shall also be a "specified person" under the Housing Grants, Construction and Regeneration Act 1996 (as amended).



 


		2.	In Sub-clause 1.1, insert the following definitions:



 


		(a)	"CDM Regulations" means the Construction (Design and Management) Regulations 2015.



 


		(b)	"Construction Phase Plan" means the plan referred to in regulation 2 of the CDM
Regulations, including any updates and revisions.



 


		(c)	"Good Industry Practices" means in respect of the Works using the standards,
practices, methods, procedures, complying with Legislation and exercising the Standard of Care which would be expected
from a contractor engaged in the provision of works and services similar in size, scope, type, nature and complexity to those required
by the Contract.



   




    	Special Conditions - Page 1 of 26



    


    

 


		(d)	"Landlord" means AG KENT B.V., a company incorporated and registered in the Netherlands
with company number 64764192, the registered office of which is at Prinsengracht 919 1017 KD, Amsterdam, The Netherlands.



 


		(e)	"Losses" means all damage, losses, liabilities, claims, actions, costs, expenses
(including the cost of legal or professional services, legal costs being on an agent/client, client paying basis), proceedings,
demands and charges whether arising under statute, contract or at common law, except any losses, the recovery of which is excluded
pursuant to Sub-clause 45.1.



 


		(f)	"Other Works Contractor" has the meaning given to it in Clause 3.12.



 


		(g)	"Prohibited Materials" means any substances, processes or methods of working which
are:



 


		(a)	contrary to the recommendations in the latest edition of "Good Practice in the Selection
of Construction Materials" published by the British Council for Offices at the time of such specification or use; and/or



 


		(b)	are substances, processes or methods of working generally known at the time of specification or
use to be:



 


		(1)	deleterious to health and safety;



 


		(2)	pose a hazard to health and safety including to the health and safety of those undertaking the
Works, repairing, occupying, using, cleaning and/or maintaining the Plant;



 


		(3)	deleterious to the durability of the Plant in the particular circumstances in which they
are used including but not limited to the structural stability, durability, performance or physical integrity of the Plant;
and/or



 


		(4)	harmful to life, health or the environment in the circumstances in which they are used.



 


		(h)	"Principal Contractor" means the Contractor or other person named in Paragraph
10B of the Agreement or any successor appointed by the Purchaser.



 


		(i)	"Principal Designer" means the Contractor or other person named in Paragraph
10A of the Agreement or any successor appointed by the Purchaser.



 


		(j)	"Standard of Care" means in relation to the design of the Works all the
reasonable skill, care, and diligence to be expected of a professionally qualified and competent designer of the relevant discipline
engaged in projects of a similar size, scope, type, nature and complexity to those required by the Contract.



 


		(k)	"TeCSA" means the Technology and Construction Solicitors' Association



 


		(l)	"TeCSA Adjudication Rules" means the adjudication rules published by TeCSA.



 




    	Special Conditions - Page 2 of 26



    


    

 


		3.	Replace Sub-clause 1.5(a) with:



 


		(a)	“‘day’, shall mean a calendar day other than a bank or other public holiday in
England and Wales.”



 


		4.	Insert a new Sub-clause 1.11 as follows:



 


		"1.11	A reference to
Legislation is to such Legislation as amended and in force from time to time, including any legislation which re-enacts
or consolidates it, with or without modification."



 


		5.	Insert a new Sub-clause 1.12 as follows:



 


		"1.12	If
all or any part of any provision of this Contract shall be or become illegal, invalid or unenforceable in any respect,
then the remainder of that provision and/or all other provisions of this Contract shall remain valid and enforceable."



 


Clause 3 – Contractor's
Responsibilities


 


		6.	Delete Sub-clause 3.2 and replace with:



 


"Without
prejudice to the foregoing and without limiting the Contractor's obligations as set out herein, the Contractor warrants
and undertakes that it shall carry out and complete the Works (including any rectification of any Defect):


 


		(a)	in accordance with the Contract (as altered or modified in accordance with the terms set
out herein);



 


		(b)	in accordance with applicable Legislation;



 


		(c)	in accordance with regulations 8 to 10 of the CDM Regulations;



 


		(d)	to see that it complies with the requirements of CE marking;



 


		(e)	using the Standard of Care;



 


		(f)	using Good Industry Practices;



 


		(g)	to see that it has not specified or used nor shall it authorise or permit to be used or specified
in relation to the Works any Prohibited Materials.



 


		(h)	to see that it has not specified or used or authorised or permitted to be used nor shall it specify
or use or authorise or permit to be used or specified in relation to the Works any substances, processes or methods of working
that are not in accordance with British Standards (or their European Union equivalent or US equivalent to the extent relevant to
any component parts), codes of practice current at the time of specification or use;



 


		(i)	using Materials which are new and of sound and satisfactory quality and all workmanship,
manufacture and/or fabrication will be to the standard consistent with the intended uses of the Works as stated in the Contract;
and



 


		(j)	with sound and safe workmanship and equipment."



 




    	Special Conditions - Page 3 of 26



    


    

 


		7.	Insert a new Sub-clause 3.2A as follows:



 


"The Contractor
agrees that it will give notice to the Project Manager if it becomes aware at any time prior to issue of the Final Certificate
that any Prohibited Materials have been or may be so used as soon as reasonably practicable after becoming aware of such
information, but in any event no longer than 48 hours thereafter."


 


		8.	Insert a new Sub-clause 3.2B as follows:



 


"The Contractor shall ensure
that any O&M documentation and information provided to the Purchaser by or on behalf of the Contractor shall
enable and not prevent the full, efficient, economic and safe commercial operation of the Works in accordance with the applicable
Legislation and the requirements of the Contract."


 


		9.	Not used.



 


		10.	In Sub-clause 3.5(a), insert after "or in the operation" the following:



 


"or the
maintenance"


 


		11.	Delete Sub-clause 3.6 and insert:



 


"The Contractor warrants
to the Purchaser that it has the requisite degree of skill, experience, capability and resources (including financial resources)
available to it to perform its obligations under the Contract and execute the Works."


 


		12.	In Sub-clause 3.7 at the end of the second paragraph insert:



 


"Such reports shall be in the
format specified in Schedule 21 if so stated (with such amendments agreed by the parties) or as otherwise agreed by the
parties"


 


		13.	In Sub-clause 3.8:



 


		(a)	In the first line replace "the Contractor shall maintain, and cause Subcontractors to maintain"
with "the Contractor shall implement and maintain, and shall cause Subcontractors to implement and maintain".



 


		(b)	after the final sentence, insert:



 


"The Contractor
shall be responsible for demonstrating to the Project Manager that all parts of the Works have been and are being
carried out in accordance with Schedule 6 when reasonably requested to do so by the Project Manager. Where the Project
Manager reasonably decides that the Works (or any part thereof) are not being carried out in accordance with Schedule
6 and that this is likely to cause a serious reduction to the quality of the Works, the Project Manager may give
notice to that effect to the Contractor. Following such notice the Contractor shall remedy the position at its own
cost (which, for the avoidance of doubt, shall not form part of the Contract Price)."


 


		14.	Insert a new Sub-clause 3.10 as follows:



 


		"3.10	The
Contractor shall, in addition to its obligation in Sub-clause 3.1:



 


		(a)	carry out and complete the Works as economically as reasonably possible consistent with
the requirements of the Purchaser or, where applicable, the Project Manager having regard to the nature of the Works,
the prices of Materials and goods and the rates of wages current at the time that the relevant work is carried out, the
dates and periods specified in Schedule 11 and all other relevant circumstances; and



 




    	Special Conditions - Page 4 of 26



    


    

 


		(b)	not engage a greater number of persons upon the Site than is reasonably required for the
carrying out and completion of the Works in accordance with the Contract without the prior approval of the Purchaser
(such approval not to be unreasonably withheld or delayed)."



 


		15.	Insert a new Sub-clause 3.11 as follows:



 


		"3.11	If the
Purchaser, acting reasonably, or the Project Manager considers that the Contractor is not or has not been
complying with the obligations in Sub-clause 3.10, the Purchaser or Project Manager shall give notice to the Contractor
specifying the non-compliance. Such notice shall be given as soon as reasonably practicable after the date on which the Purchaser
or Project Manager so considers. The Purchaser or Project Manager may disallow any costs arising after
the issue of such notice as a result of the Contractor's breach of Sub-clause 3.10 from any sums payable in accordance
with the Contract pursuant to Sub-clause 41.7. Any such deductions shall be reviewed by the parties as part of the payment
process under Clause 41. "



 


		16.	Insert a new Sub-clause 3.12 as follows:



 


		"3.12	Without
prejudice to any other obligation under this Contract, the Contractor shall act at all times and otherwise in accordance
with the reasonable requirements and directions of the Project Manager. If and to the extent that the Contractor has
been provided with reasonable notice of the Purchaser's other contractors ("Other Works Contractors")
who may be engaged on or near the Site, having due regard to the nature and extent of the works to be performed by such
Other Work Contractors, the Contractor shall:



 


		(a)	take all reasonable steps to plan, co-ordinate and programme and to the extent physically possible
to integrate the performance of the Works, including the work of the Subcontractors, with the activities of the Other
Works Contractors who may be engaged on or near the Site and in particular liaise, consult and co-operate with all authorised
parties responsible for such other works including the preparation of joint programmes, method statements and co-ordination drawings;



 


		(b)	attend such co-ordination meetings requested by the Purchaser or Project Manager
to plan, review, clarify and determine co-ordinated activities for the management of interfaces between the Works and any
other works being undertaken by the Purchaser or the Other Works Contractors; and



 


		(c)	at all times refrain from carrying out any operation on the Site in a manner which is likely
to cause damage or inconvenience to the execution of any other works being undertaken by the Purchaser or the Other Works
Contractors and advise the Project Manager if the Contractor becomes aware of any conflict or potential conflict
between the Works and any other works being undertaken by the Purchaser or the Other Works Contractors, whether
related to programme, design, execution or otherwise."



 


		17.	Insert a new Sub-clause 3.13 as follows:



 


		"3.13	Notwithstanding
the date of this Contract, any work (including any design, enabling works, demolition, temporary or other preliminary or
permanent work) and activities carried out by or on behalf of the Contractor on or after the Commencement Date in connection
with the Works shall be subject to the terms of this Contract, and the Contractor assumes full responsibility
for the same."



 




    	Special Conditions - Page 5 of 26



    


    

 


		18.	Insert new Sub-clause 3.14 as follows:



 


		"3.14	The Contractor
shall provide the Plant and the Documentation specified in the Contract, and all the Contractor's
personnel, goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for
the design, execution, completion of the Works, and remedying of any Defect."



 


		19.	Insert new Sub-clause 3.15 as follows:



 


		"3.15	The Works
and all works which are necessary for stability or for the completion, or safe and proper operation, of the Plant shall
be in accordance with the Specification and all other requirements (whether expressly stated or reasonably inferred from
the Specification) in the Contract."



 


		20.	Insert new Sub-clause 3.16 as follows:



 


		"3.16	The Purchaser
has provided the Contractor with documents and/or extracts listed at Schedule 23 ("Third Party Agreements"),
which impose obligations on the Purchaser regarding the Works. The Contractor shall perform and/or fulfil
any and all duties, obligations and/or responsibilities ascribed to the Contractor or the role which the Contractor
is performing in such Third Party Agreements and shall perform its obligations under this Contract in such manner
and at such times so that no act, omission or default on the part of the Contractor shall constitute, cause or contribute
to any breach by the Purchaser or any of its Affiliates of any of their respective obligations under the Third
Party Agreements. The Contractor shall indemnify and keep indemnified the Purchaser against any and all Losses
suffered or incurred by the Purchaser arising from or in relation to any breach of this Sub-clause 3.16 and any additional
Cost incurred by the Contractor as a result of complying with this Sub-clause 3.16 shall not form part of the Contract
Price nor entitle the Contractor to an extension of time."



 


		21.	Insert new Sub-clause 3.17 as follows:



 


		"3.17	If following
execution of this Contract the Purchaser provides the Contractor with a copy of any documents and/or extracts
which impose obligations on the Purchaser regarding the Works (including any such documents or extracts that amend
the documents or extracts referred to at Sub-clause 3.16), the Contractor shall be deemed to have full knowledge of the
same and shall immediately following receipt thereof perform and/or fulfil any and all duties, obligations and/or responsibilities
ascribed to the Contractor or the role which the Contractor is performing in such documents or extracts and shall
perform its obligations under this Contract in such manner and at such times so that no act, omission or default on the
part of the Contractor shall constitute, cause or contribute to any breach by the Purchaser or any of its Affiliates
of any of their respective obligations under such documents or extracts. Notwithstanding Sub-clause 3.16, any additional Cost
properly incurred by the Contractor as a result of complying with this Sub-clause 3. 17 shall form part of the Contract
Price and the Contractor shall be entitled to make a claim for an extension of time under Sub-clause 14.1 to the extent
such compliance delays his performance of the Works."



 




    	Special Conditions - Page 6 of 26



    


    

 


Clause
4 – Purchaser's Responsibilities


 


		21.1	In Sub-clause 4.2(a), delete "good engineering practice" and replace with "Good
Industry Practices".



 


		22.	In Sub-clause 4.7, delete "design" and replace with "Documentation".



 


Clause 5 – Decisions and Contract
co-ordination


 


		23.	Insert at the end of Sub-clause 5.1 before the full stop the following:



 


"failing
which, such Decisions, notification, objection, claim or report shall be of no effect"


 


Clause 6 – Site Conditions


 


		24.	Delete the wording in Sub-clause 6.1 and replace with the following:



 


"The Purchaser shall
be responsible for the accuracy of any information provided by him or on his behalf including that relating to processing equipment
to be supplied by Natex Prozesstechnologie GesMBH or other third party supplier of processing equipment for use in the Plant.


 


The Contractor shall be
responsible for the accuracy, correctness and completeness of all Documentation and information provided by him or on his behalf
to the Purchaser. To the extent expressly stated in Schedule 1 (Description of the Works) the Contractor shall
verify and shall be deemed to have verified Documentation and information provided to him by or on behalf of the Purchaser
for the purposes of the Works and subject to the aforesaid notwithstanding the description, drawing or specification of
any part of the Works in the Specification or in any Variation Order, or any consent, agreement or approval
of whatever nature given by or on behalf of the Purchaser in respect of any matter relating to the design or execution of
the Works, the Contractor shall be fully responsible for the design and execution of the Works.


 


The Contractor shall:


 


		(a)	be responsible for any error, inaccuracy or omission of any kind in such Documentation and
information; and



 


		(b)	be responsible for any conflict, ambiguity, discrepancy or divergence between or contained within
any such Documentation and information.



 


If any such Documentation
and/or information proves to be inaccurate and/or the Contractor consequently incurs any increase in the Cost of
performing his obligations under the Contract, the additional Cost incurred shall not form part of the Contract
Price. Any other data or information received by the Contractor from the Purchaser or otherwise, shall not relieve
the Contractor from his responsibility for the design and execution of the Works pursuant to this Contract.”


 




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		25.	Insert new Sub-clause 6.2A as follows:



 


"Subject to
Sub-clause 6.2, the Contractor shall assume the risk of gaining access and egress throughout the Site and all other
working conditions required to carry out the Works (including the design thereof) and in general to have obtained all relevant
information as to risks affecting access and egress throughout the Site and all working conditions required to carry out
and complete the Works (including the design thereof). Any additional Cost incurred by the Contractor arising
from any misunderstanding or misinterpretation of any such matter or otherwise shall not form part of the Contract Price,
nor shall the Contractor be released from any of the risks accepted or obligations undertaken by him under this Contract
on the grounds that it did not or could not have foreseen any matter which might affect or have affected the execution of the Works.
Notwithstanding the above, if the Contractor is prevented from gaining access to the Site because he has been prevented from using
all reasonable access routes to the Site, and such prevention has not been caused by any act or omission of the Contractor, the
Contractor shall not have any liability under this Sub-clause 6.2A."


 


Clause 7
– Statutory and other obligations


 


		26.	In this Sub-clause 7.3, after "Legislation" insert "which could not reasonably have
been foreseen by an experienced contractor acting in accordance with Good Industry Practices at the date of this Contract".



 


Clause 8 – Patent and other protected
rights


 


		27.	In Sub-clause 8.3



 


		(a)	after "protected by law" in the eighth line, insert "that relates to any Documentation
or instruction provided to the Contractor by the Purchaser"; and



 


		(b)	delete "after the date of the Contractor's tender as stated in the Agreement"
and replace with "after the date of this Contract".



 


		28.	Delete Sub-clause 8.7 and replace with:



 


"The Contractor
grants to the Purchaser an irrevocable, non-terminable, royalty free, freely assignable licence to copy and use all Documentation
prepared by or on behalf of the Contractor in connection with the Contract and to reproduce the designs and content
of such Documentation for any purpose whatsoever connected with the Works including, without limitation, the construction,
completion, reconstruction, modification, alteration, manufacture, letting advertisement, promotion, extension, reinstatement,
operation, maintenance, sale, use and repair of the Works. Such licence shall include the right to grant sub-licences to
any person."


 


		29.	Delete Sub-clause 8.8 and replace with:



 


"In the
event that this Contract is terminated for any reason or otherwise comes to an end the Contractor hereby agrees that
the licence of the Documentation granted in Sub-clause 8.7 shall continue in all respects and shall not be affected by such
termination and the Contractor hereby agrees to deliver up forthwith to the Purchaser the originals of and all copies
of such Documentation immediately following the Purchaser's request."


 


		30.	In Sub-clause 8.10, delete "Within twenty-eight days of the issue" and replace with "Prior
to the issuance".



 


		31.	Insert new Sub-clause 8.11 as follows:



 


		"8.11	The Contractor
warrants to the Purchaser that the rights in the designs and content in the Documentation prepared by or on behalf
of the Contractor in connection with the Contract and the Contractor's Software vest in the Contractor
and that the Contractor has full rights and liberty to enter into the obligations contained in Sub-clauses 8.7, 8.8
and 8.9 without restriction or limitation. The Contractor indemnifies the Purchaser against any claims brought by
any third party against the Purchaser and any Losses arising therefrom which are occasioned and/or incurred by any
breach by the Contractor of this Sub-clause 8.11."



 




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Clause 9 – Subcontracting and third
party rights


 


		32.	In Sub-clause 9.1:



 


		(a)	delete "Neither the Purchaser nor the Contractor shall without the previous
consent of the other" and replace with "The Contractor shall not without the prior consent of the Purchaser";
and



 


		(b)	at the end of the Sub-clause insert a new sentence as follows "The Purchaser shall
be entitled to freely assign the benefit of this Contract".



 


		33.	Not used.



 


		34.	Insert new Sub-clauses 9.14, 9.15, 9.16, 9.17, 9.18 and 9.19 as follows:



 


		"9.14	The Contractor shall fulfil all of the obligations
and duties required of him under the Contract and under each Subcontract.



 


		9.15	The Contractor shall not transfer any of the Works from one appointed Subcontractor
to another without the Purchaser's prior written consent, such consent not to be unreasonably withheld or delayed.



 


		9.16	Save where Sub-clause 9.17 applies, the Contractor shall be fully liable and/or responsible
to the Purchaser for any failure, default and/or breach of the Contractor in connection with the Contract
including the payment of liquidated damages for delay. Any such failure, default and/or breach shall include, but not be
limited to, any such failure, default and/or breach occasioned by the failure, default and/or breach by a Subcontractor
in connection with its subcontract with the Contractor (each being a "Subcontract"). Any such failure,
default and/or breach in connection with a Subcontract shall be deemed to include: (i) a determination of the employment
of a Subcontractor; and (ii) the engagement, as a result of such failure, default and/or breach, of other persons to carry
out part or the whole of the works to which a Subcontract relates."



 


		9.17	Pursuant to clause 9.8 the Contractor may, with the prior written consent of the Project
Manager, enter into subcontracts where a supplier or subcontractor has not agreed to terms consistent with the Contractor’s
duties and obligations under the Contract (each a “Limited Liability Subcontract”). Where the Purchaser
agrees in writing prior to the appointment of a Subcontractor that the Contractor may enter in to a Limited Liability
Subcontract (which for the avoidance of doubt shall include approval by the Purchaser of a Tender Report which sets
out such inconsistent terms) then in the event of default by a Subcontractor under or in connection with a Limited Liability
Subcontract (a “Limited Liability Subcontractor”) then, to the extent the Contractor is not itself
responsible for the default by the Limited Liability Subcontractor, the Contractor shall:



 


(1) have no greater liability to
the Purchaser under the Contract, either in nature, extent or in time, than the Limited Liability Subcontractor
would have had to the Purchaser under the Limited Liability Subcontract; and


 


(2) shall be entitled in any action
or proceedings by the Purchaser to rely on any limitation the Limited Liability Subcontractor would have had in the
Limited Liability Subcontract and to raise equivalent rights in defence of liability to those that the Limited Liability
Subcontractor would have had under the Limited Liability Subcontract;


 




    	Special Conditions - Page 9 of 26



    


    

 


had the Purchaser been named
with the Contractor as joint employer of the Limited Liability Subcontractor under the Limited Liability Subcontract
with the Limited Liability Subcontractor owing its duties to each employer separately.


 


		9.18	Subject to the Purchaser paying the Contractor’s reasonable costs (including legal
and external consultancy costs) and expenses the Contractor shall in consultation with the Project Manager and the
Purchaser take all necessary steps: (i) to operate the terms of each Limited Liability Subcontract for dealing with
Subcontractor Default, including enforcement through adjudication, arbitration or legal proceedings if necessary, to seek
any amount due to the Contractor including any amount for which the Contractor is liable to the Purchaser,
as a result of the Subcontractor Default; and (ii) to secure the satisfactory completion of the Works including the
engagement for that purpose of a further Subcontractor and ensure that such engagement is in accordance with the terms of
the Contract. Any damages recovered from a Limited Liability Subcontractor shall be passed on to the Purchaser
without deduction and such damages shall be excluded from the total aggregate liability of the Contractor.



 


		9.19	The parties agree that the subcontract entered into between the Contractor and BPE Design
and Support Ltd (BPE) dated 11 May 2017 is a Limited Liability Subcontract and that under this subcontract BPE
is a Limited Liability Subcontractor.””



 


Clause 10 – Nominated Subcontractors


 


		35.	Delete Clause 10 (Nominated Subcontractors) and replace with:



 


		"10.1	Every Subcontractor shall be a domestic
subcontractor and shall be appointed by the Contractor solely at the Contractor's risk and the Contractor
shall remain responsible for the performance of such Subcontractor notwithstanding any other provision to the contrary
in this Contract."



 


Clause 11 – The Project Manager


 


		36.	In Sub-clause 11.1, delete "36.5" and insert "11.1A".



 


		37.	Insert new Sub-clause 11.1A as follows:



 


		"11.1A	The Project
Manager shall have no authority:



 


		(a)	to amend this Contract;



 


		(b)	to notify the Contractor
pursuant to the first paragraph of Sub-clause 36.5; or



 


		(c)	to notify the Contractor
pursuant to Sub-clause 43.1 (Termination by the Purchaser for convenience)."



 


		38.	In Sub-clause 11.2, after "preparing the justification shall" insert ", to the extent
such Cost has been agreed by the Purchaser in advance,".



 




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Clause 12 – Contract
Manager and Contractor’s Staff


 


		39.	In Sub-clause 12.1, make the following amendments:



 


		(a)	in the sixth line after "place in his absence" insert
"provided always that the Project Manager has given prior written consent to the
deputy being appointed"; 



 


		(b)	in the seventh line after "appointment of such a deputy"
insert "(and shall provide to the Project Manager all reasonable Documentation
regarding the suitability of the proposed deputy)"; and



 


		(c)	insert after the last sentence, "The Contractor shall
not replace the deputy appointed in accordance with this Sub-clause 12.1 without the previous written consent of the Project
Manager."



 


		40.	At the end of Sub-clause 12.4 add:



 


"The Contractor
shall also ensure that any key position set out in Schedule 8 which has no key person identified shall be filled by personnel
who have been approved in writing by the Project Manager (such approval not to be unreasonably withheld or delayed). Once
approved the personnel in the key positions can only be replaced by personnel of equivalent skill and experience and with the prior
approval of the Project Manager (such approval not to be unreasonably withheld or delayed). The Contractor shall
continue to employ such personnel in their specified capacities for so long as and to the extent that the Works require."


 


		41.	In Sub-clause 12.5, in the first line after "Site Manager" insert ", Contract
Manager" and in the sixth line after "replace such person" insert ", at the Contractor's cost (which,
for the avoidance of doubt, shall not form part of the Contract Price),".



 


Clause 14 - Delays


 


		42.	In Sub-clause 14.1:



 


		(a)	delete the first paragraph and replace with:



 


"If, at any
time, the Contractor becomes aware that there will be (or is reasonably expected to be) a delay in the performance of his
obligations under the Contract including, but not limited to, any delay in completion of the Works in accordance
with Sub-clause 13.1, the Contractor shall as soon as possible after, and in any event within 7 days of, becoming aware
of such delay give notice to the Project Manager to that effect specifying such delay or impediment.";


 


		(b)	in the second paragraph:



 


		(a)	after "As soon as reasonably possible after" insert ", and in any event within 7
days of,"; and



 


		(b)	at the end of the second paragraph, insert ", and as soon as reasonably practicable shall
provide sufficient evidence with such notice to demonstrate the causal link between each and every alleged matter under Sub-clause
14.4 and the extensions applied for with documentary evidence supporting the same. All such records shall also be open to inspection
by the Project Manager."



 




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		43.	Insert new Sub-clause 14.1A as follows:



 


		"14.1A	The Contractor
acknowledges and agrees that it shall be a condition precedent to the Contractor's entitlement to an extension under
Sub-clause 14.1 that the Contractor shall:



 


		(a)	comply with the time limits specified in Sub-clause 14.1; and



 


		(b)	take and continue to take all reasonable steps to mitigate and minimise the consequences of any
delay upon the performance of his obligations under this Contract and where relevant, resume performance of his obligations
affected by the event causing delay as soon as possible."



 


		44.	Delete Sub-clause 14.2, paragraph (d) and insert:



 


"any delay
caused by a matter which is concurrent with another delay for which the Contractor is responsible shall not be taken into
account provided that to the extent to which this Sub-clause 14.2(d) would otherwise prevent the Contractor being entitled
to an extension of time under this Contract for a matter causing delay as a result of any impediment, prevention or default, whether
by act or omission, by the Purchaser or the Project Manager, this Sub-clause 14.2(d) shall not apply."


 


		45.	In Sub-clause 14.4:



 


		(a)	delete the full stop in paragraph (g), replace with "; or", and add a new paragraphs
(h) and (j) as follows:



 


"(h)
 a breach of the Contract or act of prevention by the Purchaser or any Other Works Contractor or other person
for whom the Purchaser is responsible; or


 


(j) compliance
with Sub-clause 3.17."; and


 


		(b)	delete the full stop at the end, replace with a comma and insert:



 


"provided that the Contractor
shall not be entitled to any extension under Sub-clause 14.1 to the extent that any of the matters in this Sub-clause 14.4 have
been caused or contributed to by the conduct, negligence, omission, default, breach of contract and/or breach of statutory duty
of the Contractor and/or any Subcontractor."


 


		46.	In Sub-clause 14.6:



 


		(a)	delete the first three lines and replace with:



 


"'Force Majeure' shall
mean any circumstance to the extent such circumstance is beyond the reasonable control of the parties which prevents or impedes
the due performance of the Contract by either party, including:"


 


		(b)	delete paragraph (f) and replace with "being such conditions as recorded by the UK Met Office
(or any body that precedes or succeeds the UK Met Office in recording weather conditions throughout the UK) as shall be adverse
to the progress of the Works and exceptional in comparison to weather records relevant to the part of the UK in which the Works
are being carried out prepared by the UK Met Office (or any body that precedes or succeeds the UK Met Office in recording weather
conditions throughout the UK) for the 10 years preceding the period in question;"



 




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		(c)	in paragraph (g), after "public transport" insert "where there is no reasonable
alternative means of transport available to either party";



 


		(d)	in paragraph (h), replace "." with ";";



 


		(e)	insert new paragraphs (i), (j) and (k) as follows:



 


		"(i)	invasion, act of foreign enemies, hostilities (whether
or not war be declared), civil unrest, civil war, rebellion, revolution, insurrection or military or usurped power, or similar
events;



 


		(j)	ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear
waste, from the combustion of nuclear fuel, radioactive, toxic, explosive or other hazardous properties of any explosive nuclear
assembly or nuclear component thereof; or



 


		(k)	pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speed.";
and



 


		(f)	delete the second paragraph and replace with the following:



 


"The following shall not constitute
Force Majeure:


 


		(a)	the mere shortage of labour, materials or utilities, unless caused by circumstances which are themselves
Force Majeure; and



 


		(b)	events or circumstances which:



 


		(i)	were reasonably foreseeable at the date of the Contract;



 


		(ii)	could have been avoided by steps which might have reasonably been expected to be taken by the Contractor;
and



 


		(iii)	arise directly or indirectly as a result of any wilful act or default of the Contractor.".



 


		47.	Delete Sub-clause 14.7 and replace with "The Contractor shall at all times use reasonable
endeavours to minimise any delay in the performance of its obligations under the Contract, whatever may be the cause of such delay."



 


Clause 15 – Damages for delay


 


		48.	Insert new Sub-clause 15.3 as follows:



 


		"15.3	Having
each received independent legal advice, the parties acknowledge and agree that the liquidated damages for delay specified in Schedule
12 are a genuine pre-estimate of, and are a fair and reasonable sum having regard to, the likely Losses to the
Purchaser in the event that Contractor fails to meet his obligations under Sub-clause 13.1, this Sub-Clause 15.1
and Schedule 11 (Times for Completion) and consequently do not constitute a penalty."



 


		49.	Insert a new Sub-clause 15.4 as follows:



 


		"15.4	If, as
a result of a challenge by the Contractor, the liquidated damages for delay in Sub-clause 15.1 are determined by any judicial
or arbitral proceedings as being a penalty or otherwise cannot be enforced against the Contractor, the Parties agree
that the Contractor's liability to the Purchaser for breach of its obligations in Sub-clause 13.1 will instead be
determined by general damages."



 




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Clause
16 - Variations


 


		50.	In Sub-clause 16.2, after the first sentence, insert "No Variation shall vitiate the
Contract.".



 


		51.	In Sub-clause 16.5, insert in the first line "reasonable" before "opinion".



 


		52.	In Sub-clause 16.6:



 


		(a)	delete paragraph (a) and replace with "Not used.";



 


		(b)	at the end of paragraph (d) insert "except to the extent that the Contractor is able
to obtain, a licence, derogation or exception to avoid such infringement"; and



 


		(c)	at the end of paragraph (e) insert, "save where the Contractor is required to release
himself from such undertaking or agreement pursuant to this Contract and otherwise provided always that the Contractor
has used his reasonable endeavours to release himself from such undertaking and/or agreement".



 


		53.	In Sub-clause 16.7, after "Sub-clause 16.5 and 16.6 shall" insert ", to the extent
such Cost has been agreed by the Project Manager in advance,"



 


		54.	At the end of Sub-clause 16.8, insert "Such contemporary records shall be in sufficient detail
and include such supporting documentation that is reasonably required to substantiate the Costs."



 


		55.	Delete Sub-clause 16.9 and insert “Not used”.



 


Clause 17 – Variations
proposed by the Contractor


 


		56.	In first paragraph of Sub-clause 17.2, after "Sub-clause 17.2 shall" insert "to
the extent such Cost was agreed by the Project Manager in advance,"



 


		57.	In Sub-clause 17.2, delete the second paragraph.



 


		58.	In Sub-clause 17.4, in the second paragraph delete “may be referred to an Expert in
accordance with Clause 48.” and replace with “may be referred to dispute resolution in accordance with Clause 46.”



 


		59.	In Sub-clause 17.5, add the following sentence to the end of the Sub-clause:



 


"The Contractor shall
not be entitled to any extension of time and the Cost of implementing any such Variation that may be needed shall
not form part of the Contract Price to the extent that such incorrect specification is a consequence of a default by the
Contractor under the Contract."


 


Clause 19 - Claims


 


		60.	At the end of Sub-clause 19.1, insert "Such records shall be in sufficient detail and include
such supporting documentation that is reasonably required to substantiate the claim.".



 




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Clause 21 - Documentation


 


		61.	Delete Sub-clause 21.3 and replace with the following:



 


"Approval, inspection or review
by or on behalf of the Purchaser or the Project Manager of any Documentation submitted to either of them,
and the omission or failure to inspect, approve or review such Documentation shall not relieve the Contractor of
any of his responsibilities under the Contract. The Contractor shall not depart from any approved Documentation
unless he has first submitted amended Documentation to the Project Manager and obtained his approval thereof from the Purchaser."


 


		62.	In Sub-clause 21.4:



 


		(a)	delete "good engineering practice" and replace with "Good Industry Practices";
and



 


		(b)	delete the third paragraph.



 


		63.	Delete Sub-clause 21.13 and replace with:



 


"Further to the Contractor's
obligations under Sub-clause 6.1, the Contractor shall notify the Project Manager in writing of any errors, inaccuracies,
omissions, conflicts, ambiguities, divergences and/or discrepancies in the Documentation or information provided to him
by or on behalf of the Purchaser or the Project Manager within two days of becoming aware of such error, inaccuracy,
omission, conflict, ambiguity, divergence and/or discrepancy. Within 7 days of receipt of such notification the Project Manager
shall issue to the Contractor an instruction directing the Contractor how to deal with such error, inaccuracy,
omission, conflict, ambiguity, divergence and/or discrepancy pursuant to which the Contractor shall comply. Such an instruction
issued by the Project Manager shall not constitute a Variation or Variation Order and if the Contractor
consequently incurs any increase in the Cost of performing his obligations under this Contract as result of such
compliance, the additional Cost incurred shall not form part of the Contract Price to the extent that such error,
inaccuracy, omission, conflict, ambiguity, divergence and/or discrepancy is a consequence of default by the Contractor."


 


Clause 22 – Inspection and pre-installation
tests


 


		64.	In line nine of Sub-clause 22.4 after "test shall" insert "subject to Sub-clause
22.4A,".



 


		65.	Insert a new Sub-clause 22.4A as follows:



 


		"22.4A	The Cost of any additional pre-installation
test shall form part of the Contract Price, except where:



 


		(a)	the additional pre-installation test is undertaken by a Subcontractor without further cost to the
Contractor;



 


		(b)	the cost of the additional pre-installation test is paid by the Subcontractor to the Contractor;



 


		(c)	the Contractor has failed to use reasonable endeavours to enforce the terms of the relevant subcontract;
or



 


		(d)	the additional pre-installation test was necessitated by a failure of the Contractor himself (and
not any Subcontractor) to exercise Good Industry Practice and/or the Standard of Care."



 




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		66.	At the end of Sub-clause 22.6 insert:



 


"The Contractor
shall be liable for the costs of retesting any items of work or Materials which have failed to pass any pre-installation
test and any direct costs reasonably incurred by the Purchaser as a result of any such failure or retesting."


 


		67.	In Sub-clause 22.7 in paragraph (b) delete "reasonable skill and care to be expected of a
properly qualified and competent contractor" and replace with "Good Industry Practice and/or Standard of Care".



 


		68.	Delete Sub-clause 22.8 and replace with "Not used".



 


Clause 23 – The Site


 


		69.	In Sub-clause 23.1:



 


		(a)	delete “and possession of" in the first line; and



 


		(b)	delete “and possession” in the ninth line.



 


		70.	In Sub-clause 23.5, after "The Contractor shall permit the Purchaser" insert
"or any person notified by the Purchaser in writing to the Contractor.



 


		71.	Insert a new Sub-clause 23.8 as follows:



 


		"23.8	The Contractor
shall, at all times, prevent any nuisance or other interference with the rights of any adjoining landowner, tenant or occupier
or any statutory undertaker of which the Contractor is or ought reasonably to have been aware arising out of the carrying
out of the Works. In respect of the Works the Contractor shall reimburse the Purchaser for any and
all Losses resulting from any failure or default by the Contractor in performing his obligations under this Sub-clause
23.8."



 


Clause 24 – Delivery to Site


 


		72.	In Sub-clause 24.4, delete "seven" and replace with "three".



 


Clause 25 – Ownership of Materials


 


		73.	Insert a new Sub-clause 25.4 as follows:



 


		"25.4	Except
as otherwise agreed with the Purchaser in writing in advance, the Contractor warrants and undertakes that:



 


		(a)	he has good title, free from all liens and other encumbrances,
to each item of the Materials supplied by it under the Contract and that each item of Materials will remain
free from any liens and encumbrances created by, or in favour of, or in any way attributable to the Contractor or any persons
from whom it obtains the Materials until title in the Materials is passed to the Purchaser. The Contractor
shall reimburse the Purchaser for any and all Losses arising from any breach of the warranty contained in this
Sub-clause 25.4; and



 


		(b)	when payment from the Purchaser is received
by the Contractor in respect of any Materials the Contractor shall discharge any payment obligations the
Contractor incurred in connection with such Materials and the Contractor shall provide evidence of such discharge
of payment obligations to the Purchaser upon the Purchaser's request and/or in accordance with Clause 40 (Records
and audits).



 




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Clause 26 – Health, Safety, environment
and pollution


 


		74.	In Sub-clause 26.5, insert the following new sub-paragraph at the end:



 


"The name, qualifications
and experience of such a competent person nominated shall be notified in writing to the Project Manager prior to his appointment
together with any other details of such person reasonably requested by the Project Manager. The appointment of such a person
shall be subject to the approval of the Project Manager, such approval not to be unreasonably withheld or delayed. The Contractor
shall not replace such an approved competent person without the previous written consent of the Project Manager, such
consent not to be unreasonably withheld or delayed."


 


		75.	In Sub-clause 26.7, paragraphs (b) and (c), delete "reasonable skill and care to be expected
of a properly qualified and competent contractor" and replace with "Good Industry Practice and/or Standard
of Care".



 


		76.	Insert a new Sub-clause 26.8 as follows:



 


		"26.8	Both the
Contractor and the Purchaser acknowledge that they are aware of and undertakes to the other that in relation to
the Works, Plant and Site they will duly comply with the CDM Regulations.
The parties agree that the Works are a notifiable project for the purposes of the
CDM Regulations. Without limitation:



 


		(a)	as the Contractor is, and while it remains, the Principal Designer, the Contractor
shall comply with all the duties of a Principal Designer set out in regulations 11 to 12 of the CDM Regulations including
without limitation preparing, and delivering, to the Purchaser, the health and safety file;



 


		(b)	as the Contractor is, and while it remains, the Principal Contractor, the Contractor
shall comply with all the duties of a principal contractor set out in regulations 12 to 15 of the CDM Regulations including without
limitation ensuring that:



 


		(i)	the Construction Phase Plan is prepared and received by the Purchaser before construction
work under this Contract is commenced, and that any subsequent amendment to it by the Contractor is notified to the
Purchaser and the Principal Designer; and



 


		(ii)	welfare facilities complying with Schedule 2 of the CDM Regulations are provided from the
commencement of construction work until the end of the construction phase;



 


		(c)	where the Contractor ceases to be the Principal Designer, promptly upon the written
request of the replacement Principal Designer, the Contractor shall provide,
and shall ensure that any sub-contractor, through the Contractor, provides to the Principal Designer (or, if the
Contractor is not the Principal Contractor, to the Principal Contractor) such information as the Principal
Designer reasonably requires for the preparation of the health and safety file;



 


		(d)	where the Contractor ceases to be the Principal Contractor, the Contractor
shall promptly inform the replacement Principal Contractor of the identity of each sub-contractor that it appoints and each
sub-contractor appointment notified to him."



 




    	Special Conditions - Page 17 of 26



    


    

 


		77.	Insert a new Sub-clause 26.9 as follows:



 


		"26.9	If the
Purchaser by a further appointment replaces the Principal Contractor or Principal Designer, the Purchaser
shall immediately upon such further appointment notify the Contractor in writing of the name and address of the new appointee.
If the Purchaser appoints a successor to the Contractor as the Principal Contractor or
Principal Designer, the Contractor shall at no cost to the Purchaser comply with all reasonable requirements
of the new Principal Designer and/or Principal Contractor to the extent necessary for the compliance with the CDM
Regulations; no extension of time shall be given in respect of such compliance."



 


		78.	Insert a new Sub-clause 26.10 as follows:



 


		"26.10	The Contractor
shall in carrying out the Works observe the requirements of any codes of practice, guidance notes and recommendations
for the time being in force and published by the Health and Safety Executive."



 


		79.	Insert a new Sub-clause 26.11 as follows:



 


		"26.11	The Contractor
shall, whenever required by the Project Manager or the Purchaser, submit details of the arrangements and methods
which the Contractor proposes to adopt for the execution of the Works. The Contractor shall not make any
material alteration to these arrangements without prior written notification being given to the Project Manager."



 


Clause
29 - Meetings


 


		80.	In the penultimate line of Sub-clause 29.1 after "Subcontractors" insert "and
the Purchaser".



 


		81.	In Sub-clause 29.2, in the fifth line after "Project Manager within a further seven
days." Insert "Any failure by the Contract Manager to return a signed copy of the minutes shall be deemed to act
as confirmation that the Contractor has accepted the minutes as an accurate record of the meeting.".



 


Clause 30 – Care
of the Works


 


		82.	In Sub-Clause 30.6 delete "Subject to Sub-Clause 30.5" and replace with "Subject
to Sub-Clauses 30.5 and 30.7".



 


		83.	Delete Sub-clause 30.7 and replace with:



 


"30.7 The
Purchaser shall indemnify, from the insurance proceeds it receives, the Contractor in respect of any Cost
of making good loss of or damage to the Plant, Site Materials and/or Temporary Works in accordance with Sub-Clause
30.4 that is in excess of the Contractor’s liability under Sub-clause 30.6 irrespective of fault or negligence of
the Contractor or any Subcontractor.


 


		84.	In Sub-clause 30.10, delete "irrespective of any fault or negligence of the Purchaser,
any Affiliate of the Purchaser, or the Project Manager" and replace with "save to the extent that
such damages, liabilities, claims, costs and expenses are caused by the negligence of the Purchaser, any Affiliate
of the Purchaser, or the Project Manager".



 




    	Special Conditions - Page 18 of 26



    


    

 


		85.	In Sub-clause 30.11, delete:



 


		(a)	"and any Subcontractor"; and



 


		(b)	"irrespective of any fault or negligence of the Contractor or any Subcontractor" and
replace with "save to the extent that damages, liabilities, claims, costs and expenses are caused by the negligence of the
Contractor .



 


		86.	In Sub-clause 30.13 delete "aggregate" in line 9.



 


		87.	In Sub-clause 30.14, delete:



 


		(a)	"and any Subcontractor"; and



 


		(b)	"irrespective of any fault or negligence of the Contractor or any Subcontractor" and
replace with "save to the extent that damages, liabilities, claims, costs and expenses are caused by the negligence of the
Contractor.



 


		88.	In Sub-clause 30.15 delete "Subject to" and replace with "Notwithstanding".



 


Clause 31 - Insurance


 


		89.	In line 1 of Sub-clause 31.2, Sub-clause 31.3 and Sub-clause 31.4, delete “Contractor”
and replace with “Purchaser”.



 


		90.	In Sub-clause 31.4, at line 2 delete “Purchaser” and replace with “Contractor”,
and line 3 delete “Contractor” and replace with “Purchaser”.



 


		91.	Delete Sub-clause 31.6 and replace with:



 


"The Contractor
shall take out and maintain with reputable insurers carrying on business in the European Union professional indemnity insurance
to provide cover without unusual or onerous conditions, exclusions or material excesses from the commencement of the Works and
continuing up to 12 years from the date of issue of the Take Over Certificate with a limit of indemnity of not less than
[***] in the aggregate provided always that such insurance is generally available at commercially reasonable rates and terms. The
Contractor shall immediately inform the Purchaser if such insurance ceases to be available at commercially reasonable
rates and terms and with the approval of the Purchaser (such approval not to be unreasonably withheld) make alternative
arrangements for protecting the interest of the Purchaser and the Contractor."


 


		92.	Insert new Sub-clause 31.8 as follows:



 


"The Contractor shall
give the Purchaser prompt notification of any circumstances which in the Contractor's opinion could give rise to
a claim under:


 


		(i)	any of the insurance policies required under this Contract to be held by the Purchaser
under joint names and provide the Purchaser on request with such information as the Purchaser may reasonably require
to enable the Purchaser to make or handle any claim; and



 


		(ii)	any of the insurance policies required under this Contract to be held by the Contractor
to the extent such claim relates to this Contract the Works and/or the Plant."



 




    	Special Conditions - Page 19 of 26



    


    

 


Clause
32 – Completion of Construction


 


		93.	Delete Sub-clause 32.9 and insert “Not used”.



 


Clause
33 – Taking over


 


		94.	In Sub-clause 33.7;



 


		(a)	in the second paragraph after "to be completed by the Contractor" insert "(which
list shall not include any items which affect the operability or safety of the Works)"; and



 


		(b)	delete the third paragraph.



 


		95.	In Sub-clause 33.10:



 


		(a)	Delete the second paragraph.



 


		96.	In the first line of the second paragraph of Sub-clause 33.11, insert "Subject to Sub-clause
33.11A" before the words, "Any additional Cost" and replace "Any" with "any".



 


		97.	Insert a new Sub-clause 33.11A as follows:



 


		"33.11A	Any deferred
take over procedure carried out pursuant to Sub-clauses 33.9 or 33.10 by reason of an act, omission or default of the Contractor
shall be carried out at the Contractor's own risk and cost. The Contractor shall not be entitled to recover
any additional Cost incurred (which, for the avoidance of doubt, shall not form part of the Contract Price), nor
be entitled to an extension of time as a result of carrying out such a deferred take over procedure."



 


		98.	In Sub-clause 33.13, insert ", subject to 7 days' written notice," after "After
the issue of the Take Over Certificate".



 


Clause 35 – Performance Tests


 


		99.	In the third paragraph of Sub-clause 35.4 delete "reasonable skill and care to be expected
of a properly qualified and competent contractor" and replace with "Good Industry Practice and/or Standard
of Care".



 


		100.	In the third paragraph of Sub-clause 35.6 delete "reasonable skill and care to be expected
of a properly qualified and competent contractor" and replace with "Good Industry Practice and/or Standard
of Care".



 


		101.	At the end of the second paragraph of Sub-clause 35.13, insert "except to the extent that
such Costs were incurred as a consequence of a default by the Contractor".



 


		102.	Delete Sub-clause 35.18 and insert “Not used.”



 


		103.	Insert new Sub-clause 35.19 as follows:



 


		"35.19	Having
each received independent legal advice, the parties acknowledge and agree that the liquidated damages specified in Schedule
17 are a genuine pre-estimate of, and are a fair and reasonable sum having regard to, the likely Losses to the
Purchaser in the event that Contractor fails to meet his obligations under Sub-clause 35.12 and consequently do
not constitute a penalty."



 




    	Special Conditions - Page 20 of 26



    


    

 


		104.	Insert a new Sub-clause 35.20 as follows:



 


		"35.20	If, as
a result of a challenge by the Contractor, the liquidated damages specified in Schedule 17 are determined by any
judicial or arbitral proceedings as being a penalty or otherwise cannot be enforced against the Contractor, the Parties
agree that the Contractor's liability to the Purchaser for breach of its obligations in Sub-clause 35.12 will
instead be determined by general damages."



 


Clause
37 – Liability for Defects


 


		105.	In Sub-clause 37.3 in paragraph (b) delete "reasonable skill and care to be expected of a
properly qualified and competent contractor" and replace with "Good Industry Practice and/or Standard of Care".



 


		106.	In Sub-clause 37.6, delete "fourteen" and insert "seven".



 


		107.	In Sub-clause 37.8 delete the final paragraph.



 


Clause 38 – Final Certificate


 


		108.	In Sub-clause 38.3, delete the first paragraph and replace with:



 


"The Contractor shall
have no right or obligation to do any further work to any part of the Plant after a Final Certificate has been issued
in respect of that part. "


 


		109.	Delete Sub-clause 38.4 and replace with:



 


"Save in
respect of those items of Plant or Works listed in Schedule 26 (Parts with reduced liability), notwithstanding anything
else to the contrary contained within this Contract, but save as stated in Sub-clause 38.3 the issuance of the Final
Certificate shall not in any way affect the liabilities of either party to the other arising out of or in any way connected
with the performance of their respective obligations under the Contract. For those items of Plant or Works listed
in Schedule 26, the Contractor's liability to the Purchaser in respect of such items of Plant or Works
shall expire in accordance with the time periods set out in Schedule 26 or, if no such period is stated in Schedule 26 but
an item of Plant or Works is listed therein, when the Final Certificate has been issued in relation to such
items of Plant or Works."


 


Clause 39 – Contract Price


 


		110.	Delete Sub-clause 39.3 and insert “Not used.”



 


		111.	Add a new Sub-clause 39.5 as follows:



 


		"39.5	Any amount
which:



 


		(a)	is not justified by the accounts and records provided by the Contractor in accordance with
Schedules 18 and 19;



 


		(b)	should not have been paid to a Subcontractor under
the terms of its subcontract;



 


		(c)	the Subcontractor is entitled to be paid under its subcontract either wholly or in part
as a result of a breach by the Contractor of the relevant subcontract where such breach is unrelated to a breach by the
Purchaser under this Contract; and/or



 


		(d)	is disallowed under Sub-clause 3.11,



 


shall not form part of the Contract
Price."


 




    	Special Conditions - Page 21 of 26



    


    

 


Clause 40 – Records and audits


 


		112.	In Sub-clause 40.2:



 


		(a)	in the first line, delete "and" and replace with a comma, and after "Project
Manager", insert "and any auditors appointed by the Purchaser and/or the Project Manager"; and



 


		(b)	delete the second sentence; and



 


		(c)	add the following sentence at the end of Sub-clause 40.2:



 


“The Purchaser
shall initiate its first audit under this Clause 40 within three months following commencement of the Works on the Site.”


 


		113.	Insert a new Sub-clause 40.3 as follows:



 


		"40.3	The Contractor
shall (and shall cause its Subcontractors to, if required by the Purchaser and/or their auditors) fully cooperate,
in a timely manner, with the Purchaser and/or its auditors and provide them with all assistance as they may reasonably
request in connection with the audit."



 


Clause 41 - Payment


 


		114.	In Sub-clause 41.6, insert after "shall" in the fourth line ", subject to Sub-clause
41.7,".



 


		115.	In Sub-clause 41.7, insert after "the Purchaser" in the fourth line "or any
person nominated by the Purchaser".



 


		116.	In Sub-clause 41.11:



 


		(a)	insert after "the Purchaser" in the third line "or any person nominated by
the Purchaser"; and



 


		(b)	insert after "the Purchaser" in the fourth line "or any person nominated
by the Purchaser".



 


Clause 42 – Suspension of the Works


 


		117.	Insert a new Sub-clause 42.1A as follows:



 


"For the duration of the suspension
instructed by the Project Manager under Sub-clause 42.1, the Contractor shall:


 


		(a)	as far as reasonably possible protect, store and secure all the Plant (as completed), Temporary
Works, Site Materials and Materials against any deterioration, loss or damage, such continued Works being advised
to the Project Manager in accordance with Sub-clause 42.1 and agreed to by the Project Manager;



 


		(b)	place no further agreements with the Subcontractors or purchase any materials, services,
work or facilities with respect to those parts of the Works suspended except to the extent expressly requested in writing
by the Purchaser; and



 




    	Special Conditions - Page 22 of 26



    


    

 


		(c)	use all reasonable endeavours to suspend on the most favourable terms available to the Contractor
all subcontract agreements, purchase orders and rental agreements to the extent affected by such suspension and otherwise minimise
the additional costs associated with such suspension."



 


		118.	In Sub-clause 42.5, delete "ninety" in the second line and replace with "one hundred
and eighty".



 


Clause 43 – Termination by the Purchaser
for convenience


 


		119.	In Sub-clause 43.2 after "Notice of Termination" in the first line insert "immediately".



 


		120.	In Sub-clause 43.3 insert "reasonably" before "practicable".



 


		121.	In Sub-clause 43.5;



 


		(a)	after "(a), (b) and (c)" insert a new sub-paragraph (d) as follows:



 


"any amounts
due to the Purchaser under the Contract."


 


		(b)	delete the final paragraph.



 


		122.	Delete Sub-clause 43.9 and replace with:



 


"Any provision
of this Contract which expressly or by implication is intended to come into or continue in force on or after termination
of this Contract shall remain in full force and effect."


 


Clause 44 – Termination for Contractor's
default


 


		123.	In Sub-clause 44.1, delete the wording and replace with the following:



 


"If the Contractor
is insolvent or commits any act of fraud, deliberate default, reckless misconduct or gross negligence with respect to the Contract,
then without prejudice to any other rights or remedies, the Purchaser may forthwith by notice, terminate the employment
of the Contractor under the Contract.


 


For the purposes of this Sub-clause,
the Contractor is insolvent if:


 


		(a)	he enters into an arrangement, compromise or composition in satisfaction of his debts (excluding
a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction); or



 


		(b)	without a declaration of solvency, it passes a resolution or makes a determination that it be wound
up; or



 


		(c)	he has a winding up order or bankruptcy order made against him; or



 


		(d)	he has appointed to him an administrator or administrative receiver; or



 


		(e)	he is the subject of any analogous arrangement, event or proceedings in any other jurisdiction;
or



 


		(f)	(additionally in the case of a partnership) each partner is the subject of an individual arrangement
or any other event or proceedings referred to in this Sub-clause."



 




    	Special Conditions - Page 23 of 26



    


    

 


		124.	In Sub-clause 44.2:



 


		(a)	delete "or" after paragraph (b) insert after paragraph (c) new paragraphs (d) and (e)
as follows:



 


		"(d)	fails to supply a sufficient number of properly
skilled personnel or materials or equipment of the proper quality or quantity; or



 


		(e)	has paid to the Purchaser liquidated damages for delay pursuant to Sub-Clause 15.1 in an
amount equal to the maximum on the Contractor's liability for liquidated damages for delay or is liable and has failed to
pay liquidated damages for delay in that amount.



 


		(b)	in the second paragraph, delete "fourteen" and replace with "seven"; and



 


		(c)	at the end of the second paragraph insert "In the case of Sub-clause 44.2(e), no later than
14 days prior to the anticipated date when the Contractor will have paid to the Purchaser liquidated damages for
delay pursuant to Sub-clause 15.1 in an amount equal to the maximum of the Contractor’s liability for liquidated damages
for delay or will be liable to and have failed to pay liquidated damages for delay in that amount, the Purchaser shall issue
a Notice to the Contractor stating that it considers that a default will occur on the expiry of 14 days after issue
of such Notice and if the Contractor fails to remedy such default within such 14 day period, the Purchaser
shall without further delay be entitled to issue a further Notice terminating the employment of the Contractor under
the Contract."



 


		125.	In Sub-clause 44.3, paragraph (c) after "promptly" insert "and in any event within
twenty-one days of termination."



 


		126.	In Sub-clause 44.4:



 


		(a)	In paragraph (a) delete "twenty one" and insert "fourteen".



 


		(b)	delete paragraph (b) and replace with:



 


"if
the Contractor does not collect and remove the item or thing within a period of seven days of its being made available
in accordance with paragraph (a) above, the Purchaser may dispose of that item as it sees fit and retain any
proceeds".


 


		127.	Delete Sub-clause 44.6, paragraph (a) and replace with the following:



 


"all sums
due to the Purchaser from the Contractor including (i) all Losses incurred by the Purchaser due to
such termination, and (ii) (without double counting) any cost incurred by the Purchaser in completing the Works in
accordance with Sub-clause 44.3(b) which is in addition to the total amount which the Purchaser would have been expected
to pay the Contractor if the Contractor has completed the Works in accordance with the Contract";
and


 


		128.	Delete Sub-clause 44.10 and insert “Not used.”



 


		129.	In Sub-clause 44.13 delete “, 47 (Adjudication), 48 (Reference to an Expert) and 49 (Arbitration)
and replace with “and 47 (Adjudication)”.



 




    	Special Conditions - Page 24 of 26



    


    

 


Clause 45 – Limitation of liabilities
and remedies


 


		130.	In Sub-clause 45.3,



 


		(a)	after "31 (Insurance)", insert "and clause 9.18 and from gross negligence, misconduct,
wilful default, fraud, unlawful abandonment of the Works, matters for which the Contractor has given an express indemnity,
termination due to Contractor default and liquidated damages"; and



 


		(b)	in line 4 replace "amount" with "amounts".



 


Clause 46 - Disputes


 


		131.	In Sub-clause 46.2, delete “, 47 (Adjudication), 48 (Reference to an Expert) and 49 (Arbitration)
and replace with “and 47 (Adjudication)”.



 


		132.	In Sub-clause 46.8 delete “,an Expert, adjudicator or arbitrator” and replace
with “or adjudicator”.



 


Clause 47 - Adjudication


 


		133.	In Sub-clause 47.2:



 


		(a)	delete “for a dispute to be referred to an Expert in accordance with Clause 48 (Reference
to and Expert) or to arbitration in accordance with Clause 49 (Arbitration)”; and



 


		(b)	delete "'Adjudication Rules' published by IChemE" and replace with "TeCSA Adjudication
Rules".



 


Clause 48 – Reference to an Expert


 


		134.	Delete Clause 48 (Reference to an Expert) and replace with “Not used.”



 


Clause 49 - Arbitration


 


		135.	Delete Clause 49 (Arbitration) and replace with "Not used."



 


Clause 50 – Anti-corruption


 


		136.	Insert a new Clause 50 (Anti-corruption) as follows:



 


		"50.1	The Contractor warrants to the Purchaser
that it is in compliance with the Bribery Act 2010 and undertakes that it will continue to comply with the Bribery Act 2010
for the duration of the Works.



 


		50.2	The Purchaser may request in writing from time to time any information (including without
limitation any details of the Contractor's anti-corruption policies) from the Contractor in order to assess the Contractor's
compliance with Sub-clause 50.1 and/or as may be required pursuant to any investigation relating to alleged corruption, which the
Contractor shall provide to the Purchaser within 7 days of any such request.



 


		50.3	If the Purchaser decides that the Contractor has breached its warranty and undertaking
in Sub-clause 50.1 or has failed to provide timely information in accordance with Sub-clause 50.2, the Contractor acknowledges
that its non-compliance is a breach of this Contract and the Purchaser may immediately suspend or immediately terminate
the Contractor's employment by notice.



 




    	Special Conditions - Page 25 of 26



    


    

 


		50.4	If the Contractor's employment is suspended pursuant to Sub-clause 50.3, the Purchaser
shall be entitled to withhold further payments due to the Contractor under this Contract until it is satisfied
that the Contractor is no longer in breach of Sub-clauses 50.1 and/or 50.2.



 


		50.5	If the Contractor's employment is terminated pursuant to Sub-clause 50.3, any claims for
payment, including claims for services previously rendered, shall be void to the extent permitted by law.



 


		50.6	In the event that the Contractor is in breach of Sub-clauses 50.1 and/or 50.2, the Purchaser
may require, in addition to or in the alternative to suspension or termination pursuant to Sub-clause 50.3, the termination of
the employment of the infringing individual at the Contractor from the Works, whether an employee, servant, agent,
supplier, Subcontractor or sub-consultant of the Contractor in which event the provisions of Sub-clause 12.5 shall
apply.



 


		50.7	The Contractor will not assign, subcontract or otherwise
enter into any arrangement to share the Contract Price or any part thereof with any third party other than in accordance
with the provisions of this Contract.



 


		50.8	The Contractor shall promptly notify the Purchaser if it suspects it is no longer
in compliance with Sub-clause 50.1 and immediately provide details of its proposed remedial measures to assist the Purchaser
in reaching a decision under Sub-clause 50.3.



 


		50.9	The Contractor shall be liable for and shall indemnify the Purchaser against any
and all Losses arising from or related to a breach of Sub-clauses 50.1 and/or 50.2."



 


Clause 51 – Code of Conduct


 


		137.	Insert a new Clause 51 (Code of Conduct) as follows:



 


"51       Contractor acknowledges
that Purchaser addresses and resolves ethical and compliance-related issues arising in connection with its activities as
set forth in GW Code of Conduct and Business Ethics and requires its business partners to adhere to similar standards. To maintain
such ethical and compliance standards also with respect to the activities under the Contract, Contractor agrees to perform
its activities under the Contract in accordance with GW Code of Conduct for Business Partners that can be found at http://ir.gwpharm.com/corporate-governance.cfm."


 




    	Special Conditions - Page 26 of 26



    


    







     


    
	 B750b Manufacturing Facility, Kent Science Park
The Specification – Rev05
	




    

   


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
74 PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


[***]


 




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	 B750b Manufacturing Facility, Kent Science Park
Main Contract Schedules – Rev07
	




    

 


C O N T E N T S


 


Table of Contents


	1.0	Schedule 1 Description of Works	6
	1.1	Project Location and Background	6
	1.2	High level project scope	6
	 	1.2.1.	Phase 1	6
	 	1.2.2.	Phase 2	6
	 	1.2.3.	GMP	6
	1.3	Services to be provided by the Contractor	6
	 	1.3.1.	Civil & Structure	6
	 	1.3.2.	Architectural Building Scope	7
	 	1.3.3.	Mechanical Service Scope	7
	 	1.3.4.	Electrical Scope	7
	 	1.3.5.	Process Scope for phases 1 & 2	7
	 	1.3.6.	Assumptions:	8
	 	1.3.7.	Clarifications	8
	 	1.3.8.	Procurement & Cost Control	8
	1.4	Age of the existing Building	9
	1.5	Location of adjacent properties	9
	1.6	Site (Clause 1, Definitions) Site Conditions and Logistical Considerations	9
	 	1.6.1.	Utilities for the works	9
	 	1.6.2.	New Utilities from the Purchaser’s landlord Kent Science Park for B750b, phase 1 and phase 2	9
	 	1.6.3.	Existing Utilities for B750b	9
	 	1.6.4.	Site Welfare	10
	1.7	Work Packages Plan	11
	1.8	Subcontractor Design Portions of Work	13
	1.9	Contractors Preliminary Design Sign-off & Basis of Detailed Design	14
	1.10	Construction Safety	15
	1.11	Construction Strategy:	15
	1.12	Temporary Works	15
	 	1.12.1.	Temporary Works	15
	 	1.12.2.	Site Establishment and Facilities	15
	 	1.12.3.	Site Access & Egress	15
	1.13	Cost Management	15
	1.14	Project Management	15
	1.15	Statutory and other obligations (Clause 7.1)	16


  




    
	 
 
	Page 1	

 


    
	 B750b Manufacturing Facility, Kent Science Park
Main Contract Schedules – Rev07
	




    

 


	
        

        1.16
	Documentation and Information verified by the Contractor (Clause 6.1)	16
	1.17	Site Working Hours (Clause 28.5)	16
	 	1.17.1.	Opening Times	16
	 	1.17.2.	Deliveries	16
	 	1.17.3.	Note:	16
	2.0	Schedule 2: Documentation	17
	2.1	Format	17
	 	2.1.1.	Documents	17
	2.2	Drawings	17
	2.3	Language	17
	2.4	Documentation for approval periods (see 11.3)	17
	2.5	Documentation for Approval/ Review and Information (Clause 21.2 and Clause 21.7) Matrix	18
	2.6	Document Flow Diagram	19
	2.7	Final Documentation and Manuals (Clause 21.9)	20
	2.8	Documentation not to be shown to the Project Manager (Clause 21.6)	20
	2.9	Deliverables	20
	 	2.9.1.	General Deliverables	20
	 	2.9.2.	Architectural	20
	 	2.9.3.	Mechanical	20
	 	2.9.4.	Electrical	20
	 	2.9.5.	Structural Drawings	20
	 	2.9.6.	Miscellaneous steel works	20
	2.10	Process Deliverable’s	20
	3.0	Schedule 3: Responsibilities of Purchaser	21
	3.1	Table 3.1. Overall Responsibilities:	21
	3.2	Table 3.2 PCS Responsibilities:	22
	3.3	Purchaser Supplied Information (Clause 4.1)	22
	3.4	Work or Materials by the Purchaser (Clause 4.2)	23
	3.5	Delivery arrangements for Materials by the Purchaser (Clause 24.1)	23
	3.6	Site Services by the Purchaser (Clause 27.4)	23
	3.7	Purchasers Documentation	24
	4.0	Schedule 4: Health & Safety	25
	4.1	Health & Safety legislation applicable to this project.	25
	 	4.1.1.	Design:	26
	 	4.1.2.	Construction:	26
	 	4.1.3.	Operation:	26


 




    
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        4.2
	Contractor Health & Safety Plan (Clause 7.2)	26
	 	4.2.1.	Construction Phase Plan	26
	4.3	Site Health & Safety Requirements (Clause 4.6 & 26.4)	26
	4.4	Safety Equipment, Materials, First Aid and Emergency Arrangements (Clause 26.3)	26
	5.0	Schedule 5: Environmental Protection & Waste Disposal	27
	5.1	Environmental Protection & Waste Disposal Plans (Clause 7.2)	27
	5.2	Waste Disposal	27
	 	5.2.1.	The Contractor	27
	 	5.2.2.	The Purchaser	27
	5.3	Sustainability	28
	5.4	Environmental	28
	5.5	Site Environmental Requirements (Clause 4.6 & 26.4)	28
	6.0	Schedule 6: Quality Assurance & Qualification	29
	6.1	Quality Assurance Systems (Clause 3.8)	29
	6.2	Qualification	29
	7.0	Schedule 7: Subcontracting	30
	7.1	Subcontracting of Works Packages (Clause 9.2)	30
	7.2	Single Source Subcontracts	30
	7.3	Subcontracting conditions (Clause 9.2)	30
	7.4	Process Elements	30
	7.5	Specialist Equipment	30
	7.6	Procurement Procedures (Clause 9.5)	31
	8.0	Schedule 8: Contractor’s Named Personnel	36
	8.1	Named Personnel (Clause 12.4)	36
	8.2	Key Positions (Clause 12.4)	36
	9.0	Schedule 9: Training by Contractor	37
	9.1	Training by Contractor (Clause 3.9)	37
	9.2	Purchasers Personnel (Clause 4.5)	37
	10.0	Schedule 10: Parts with limited working life and spare  parts	38
	10.1	Spare Parts	38
	10.2	Parts with Limited Working Life (Clause 37.11)	38
	11.0	Schedule 11: Times of Completion	39
	11.1	Times of Completion (Clause 13.1)	39
	11.2	Project Programme (Clause 13.2)	39
	11.3	Documentation for Approval Times (Clause 21.2)	40
	11.4	Final Documentation (Clause 21.9)	40
	12.0	Schedule 12: Liquidated Damages for Delay	42


 




    
	 
 
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        12.1
	Liquidated Damages (Clause 15.1)	42
	13.0	Schedule 13: Pre-installation tests and procedures	43
	14.0	Schedule 14: Criteria for the completion of construction	44
	14.1	Criteria for Construction Completion Phase 2 (Clause 32.2)	44
	 	14.1.1.	General	44
	 	14.1.2.	Civil and Steelwork	44
	 	14.1.3.	Mechanical / Piping / Building Services	45
	 	14.1.4.	Electrical, Instrumentation, Control	45
	 	14.1.5.	Insulation and Painting	46
	 	14.1.6.	Safety	46
	14.2	Criteria for Construction Completion Phase 1 (Clause 32.2)	46
	15.0	Schedule 15: Take over procedure	47
	15.1	Take Over Procedures (Clause 33.2)	47
	16.0	Schedule 16: Performance Tests and Procedures (Clause 35.3)	48
	17.0	Schedule 17: Performance guarantees and damages for failure (Clause 35.1)	49
	18.0	Schedule 18: Cost elements, rates and charges	50
	18.1	Contract Price (Clause 39.1)	50
	18.2	Contractors Fixed Cost Elements	50
	18.3	Contractors Reimbursable Cost Components	50
	18.4	Subcontracted Costs	50
	18.5	Subcontracted Temporary Site Facility Costs	50
	18.6	Contractors Fee	50
	18.7	Contractor Rates	51
	 	18.7.1.	Hourly Rates fixed until 01.Jan.19	51
	 	18.7.2.	Weekly Rates	51
	 	18.7.3.	Expenses	51
	18.8	 	Estimate	52
	 	18.8.1.	Summary	53
	 	18.8.2.	Phase 2 Estimate	54
	 	18.8.3.	Phase 1 Estimate	56
	19.0	Schedule 19: Payment	58
	19.1	Payment against Tasks \ Milestones (Clause 41.2)	58
	19.2	Contractors Request for Payment (Clause 41.3)	58
	20.0	Schedule 20: Contract co-ordination	59
	20.1	Requirements for Contract Coordination (clause 5.4)	59
	20.2	Primary point of contact for the Contractor is	59
	20.3	Primary point of contact for the Purchaser	59
	20.4	Project Manager	59


 




    
	 
 
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        20.5
	Project Sponsors	59
	20.6	Document Numbering	59
	20.7	Method of Document and Data Transfer	60
	20.8	Arrangement for issuing invoices	60
	20.9	Arrangement for issuing remittance advice	60
	20.10	Method of transferring payments	60
	21.0	Schedule 21: Reports and Records	61
	21.1	Progress and Other Reports (Clause 3.7)	61
	21.2	Maintenance of Contractors Records (Clause 40.1)	61
	22.0	Schedule 22: Forms of Collateral Warranty (article 17)	63
	22.1	Part A Contractor Collateral Warranty 4-8-17	63
	22.2	GW-Austins Sched 22 Part B Subcontractor_Collateral_Warranty	70
	22.3	Part C Sub-subcontractor_Collateral_Warranty	78
	23.0	Schedule 23: Third Party Agreements (Clause 3.16)	87


 




    
	 
 
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		1.0	Schedule 1 Description of Works



 


		1.1	Project Location and Background



 


[***]


 


		1.2	High level project scope



 


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


[***]


 


An overview of the various elements
of the works for which the contractor is responsible for the design, procurement, management contracting and installation including
commissioning as follows.


 


		1.2.1.	GMP



 


The facility is a GMP facility.
GMP principles shall be applied to the following aspects of the design:


		·	Facility layout



		·	PCS



		·	Product Contact



 


		1.3	Services to be provided by the Contractor



 


The Contractor shall undertake
all the design, procurement and provision of materials, construction, management, erection and testing and other work necessary
to complete the works as required and summarised but not limited to:


		·	sections 1.1 through 13.6 below



		·	the Specification



		·	Sections 1.7 to 1.11



		·	Sections 1.13 to 1.20 below



 


other than that to be undertaken
by the Purchaser as identified in Schedule 3.


The detailed design will be progressed
and developed to IFT level. The design deliverables will be incorporated into a tender package which will be collated and issued
as part of the Procurement phase of the project.


 


During the detailed design phase,
there will be constant interaction between disciplines in order to produce a co-ordinated design. The requirements of an integrated
constructability review will also be incorporated in this work.


 


Post appointment of vendors and
subcontractors the design shall be updated to IFC.


 


		1.3.1.	Civil & Structure



 


The civil & structural scope
includes excavation to formation level and remove excess soil from site. Form carparks, roads, concrete hard standing, paving,
cast building foundations and associated drainage works, utilities ducting, a new surface water soakaway with associated petrol
interceptor for the buildings and external works including cast in situ ground floor slab with DPM & insulation.


 




    
	 
 
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The steel framed structure will
have individual foundation pads for the steel columns. The first floor will be framed by steel beams, purlins and metal decking
and RC concrete. The roof frame will be curved, hot rolled steel with composite metal roofing.


 


		1.3.2.	Architectural Building Scope



 


The building will comprise of a
steel frame with composite external wall cladding panels, aluminium windows, louvres and metal external door sets to match the
existing building. It will also include a standing seam metal roof, curved to deliver a consistent eaves height alongside the existing
building and greater headroom at the rear of the new facility to support manufacturing equipment requirements.


 


Internally, walls will generally
be formed from proprietary metal stud framing and plasterboard linings. GRP door sets, rapid rise doors and internal glazed panels
will be provided. Floors will generally be vinyl sheet and epoxy resin all similar to existing.


 


		1.3.3.	Mechanical Service Scope



 


[***]


 


		1.3.4.	Electrical Scope



 


[***]


 


		1.3.5.	Process Scope for phases 1 & 2



 


This includes process, electrical,
instrument and control design disciplines, and will generally comprise of the following 4 stages.


 


		1.	Detail design and procurement of the process equipment



		2.	Post procurement review of the process equipment



		3.	Construction support to monitor progress and quality



		4.	Commissioning and qualification – working with Purchaser’s Quality Group the Consultant’s
engineering team will work to the commissioning & qualification strategy agreed and protocols written and executed to deliver
the facility into beneficial use.



 


The Contractor shall appoint BPE
Design & Support Limited to undertake Stages 1 – 4. If applicable, the Purchaser shall notify the Contractor in accordance
with the BPE Limited Liability Subcontract prior to cancelling Stages 2 through 4.


 


The Contractor shall coordinate
with the Purchaser’s (specialist Consultant and suppliers) NATEX and G.W. - Pharma (as the Purchaser/User of the facility)
in all matters relating to the process works.


 


The process engineering services
principally provided by BPE generally include the following systems:-


 


[***]


 




    
	 
 
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GMP and Quality reviews of the overall Designed
Systems by Natex, the Contractor and BPE


 


Process Design Safety, including risk assessments,
HAZOP, Constructability, SIL, ATEX, Operability and other design reviews
as necessary will be collectively reviewed and agreed


 


Interfacing and connection to systems as required
for operation, maintenance and qualification will be collectively reviewed and agreed


 


		1.3.6.	Assumptions:



 


The overall process is in development
by the Purchaser. As such the following assumptions have been made with respect to the Plant:


 


[***]


 


		1.3.7.	Clarifications



 


At the concept and preliminary
designs stages, automation of manual handling was considered as a non-viable option by the Purchaser. As such much of the manual
handing with respect to Baskets and Frits shall remain as manual handling activities.


 


Further clarifications and exclusions
are as follows:


 


[***]


 


		1.3.8.	Procurement & Cost Control



 


The Contractor’s [***] estimate
for the works to be agreed between the Purchaser and Contractor. The estimate shall be divided into separate work packages which
will form the basis for the work package budget value for each tender enquiry.


 


The Contractor shall, on completion
of engineering, procure the work via work packages based on firm price tenders.


 


The contractor shall review the
Tender Returns for scope and overall value and subsequently issue a recommendation to the Purchaser. Prime cost Work Packages shall
be procured on a competitive open book reimbursable basis, except where the Purchaser agrees to single sourcing.


 


Tender Reports on competitive tenders
shall be issued to the Purchaser for approval and formal sign-off by the Purchaser prior to the Contractor placing orders with
the relevant vendors.


 


Where the design is likely to change
or further development is required, where practicable provisions shall be made within the tender recommendation and agreed with
the Purchaser. Any such provisions and allowance shall be agreed on a per work package basis.


 


The contractor shall provide monthly
cost reports to the Purchasers Project Manager in the form of a Job Condition Statement. The report shall include:


		·	Order commitment



 




    
	 
 
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		·	Pending variations



		·	Cost to complete



		·	Contingency



		·	Total projected outturn costs based on the information available.



 


		1.4	Age of the existing Building



 


[***]


 


		1.5	Location of adjacent properties



 


[***]


 


		1.6	 



 


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


[***]


 


		1.6.1.	Utilities for the works



 


The following is a list of utilities.
Consumption of such utilities will be freely supplied by the Purchaser:


		·	Water



		·	Electricity



		·	Gas



		·	MTHW



 


The above will entail upgrading
the Electrical and Gas incoming capacities by the site owner (Kent Science Park) to suit the new development. This is being coordinated
by the Purchaser with Kent Science Park to suit the site programme of starting pre-commissioning activities around April 2018


Utilisation of existing waste services
in connection with temporary structures required by the project works.


 


		1.6.2.	New Utilities from the Purchaser’s landlord Kent Science Park for B750b, phase 1 and phase
2



 


The following is a list of new
utilities required for B750b required via the purchaser.


 


[***]


 


		1.6.3.	Existing Utilities for B750b 



 


The following existing services
and generating equipment within B750a will be utilised re-used and extended to serve B750b.


 


Phase 1


		·	Thermal chilled water system +5°C



		·	Process chilled water system -5°C



		·	Compressed Air supply



		·	Water supply



 




    
	 
 
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		·	Softened water supply



		·	Hot water supply



		·	CO2 supply



		·	Nitrogen supply



		·	Building management system supervisor panel



		·	Fire sprinkler tank and pump supply



		·	Power



		·	Fire alarms



		·	Public address system



		·	Data connection



		·	Access control system



		·	Intruder detection systems



		·	CCTV system



 


Phase 2


		·	Water supply



		·	Softened water supply



		·	Compressed air supply



		·	Nitrogen supply



		·	Building management system supervisor panel



		·	Fire sprinkler tank and pump supply



		·	Fire alarms



		·	Public address system



		·	Data connection



		·	Access control system



		·	Intruder detection systems



		·	CCTV system



 


		1.6.4.	Site Welfare



 


Welfare facilities to be provided
by the Contractor.


These comprise of:-


		·	Offices for the contractors management team



		·	Offices for the civils and envelope team



		·	Offices for the M&E Contractor



		·	Offices for the process contractor



		·	Offices for Contractor Process Designer / Visitors



		·	Canteen facilities



		·	Drying rooms



		·	Toilet facilities



		·	Canteen facilities



		·	Drying room, changing facilities



 


Welfare facilities to the supplied
by the Purchaser


		·	Offices and accommodation for their staff



		·	Offices for their supplier



		·	Offices for QA and validation staff



 


Site welfare facilities will be
established for the project in compliance with current legislation:-


		·	The workplace (Health, Safety and Welfare) Regulation 1992



		·	CDM Regulations 2015



 




    
	 
 
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Hours of site operation are as identified
within the Construction Phase Plan.


 


The following information with
respect to Site welfare are to be included with the project and tabled below:


 


	Document Title	 	Reference	 	Date
	Construction Phase Plan	 	CCC 2327/R.01	 	June 2017
	Site Establishment Plan	 	2327-AU-00XXDR-A-0303	 	12/04/17
	Site Establishment Plan 2	 	2327-AU-00XXDR-A-0312	 	12/04/17


 


		1.7	Work Packages Plan



 


The Contractor shall provide detailed
design and specification deliverables in connection with the below schedule of Work Packages in connection with the Plant.


 


The Contractor shall supply plant
and equipment in connection with the Work Package. Also see section 2.10.


 


The Work Package deliverables will
typically comprise of:


		·	General Arrangements & floor plans



		·	Elevations & Roof plan



		·	Detail section and cross sections



		·	Work Package Schedules



		·	P&ID’s



		·	NBS Specifications on a per work package basis



		·	Performance specification such as the lift



		·	Contract conditions



		·	Pricing schedule



  


	Work Package 

Number	 	Work Package Name
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 




    
	 
 
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The contractor via the Process
Consultant (BPE) shall provide the following Process Work Packages comprising of the following:


 


	WP	 	Description
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 




    
	 
 
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		1.8	Subcontractor Design Portions of Work



 


The following packages will contain
elements of design by subcontractors:


 


	WORK PACKAGE	 	DESIGN ELEMENTS
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 




    
	 
 
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		1.9	 



THE REMAINDER
OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


[***]


 




    
	 
 
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		1.10	Construction Safety



 


The Construction Phase Plan (CPP)
outlines the operational safety requirements for each Subcontractor and is issued with the tender documents.


 


The CPP identifies the requirements
for managing overall safety of the site and operations:


		·	Subcontractor Kick-off meetings



		·	Risk Assessment in connection with the works



		·	Method Statements for the works



		·	Permits to Works



 


		1.11	Construction Strategy:



 


The general construction strategy
is outlined


 


		1.12	Temporary Works



 


		1.12.1.	Temporary Works



 


Temporary Works shall be provided
by each subcontractor as required by the Works. Where there may be commonalities for temporary works for common podium access,
the Contractor shall on agreement with the Purchaser provide such temporary works.


 


		1.12.2.	Site Establishment and Facilities



 


Site establishment and facilities
are indicated within the Construction Phase Plan ToRC Document.


 


		1.12.3.	Site Access & Egress



 


Access to the Kent Site Park campus
will be via the main entrance via Broadoak Road. Access to the Site will be as per the Construction Phase Plan as agreed with the
Purchaser.


 


		1.13	Cost Management



 


Refer to Schedule 21 for cost management
and reporting.


 


		1.14	Project Management



 


Contractor’s project management
services will include the following key areas:


		·	Liaison with the Purchaser to agree data and approvals



		·	Management design, construction and commissioning



		·	Provision of cost and cash-flow information, commitment and cost control



		·	Management, maintenance, mitigation and closeout where possible of Project Risk Register



		·	Change control management



		·	Management of procurement activities, including expediting and inspection



		·	Project Quality Plan



		·	Collation and supply of final documentation



		·	Management of handover:



		·	Design to construction



		·	Construction upto and including commissioning, excluding Natex



		·	Safety management as both Principal Designer & Principal Contractor



		·	Coordination of Natex through to commissioning



 




    
	 
 
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		1.15	Statutory and other obligations (Clause 7.1)



 


The Purchaser shall obtain all permits required
from government and local authority or any other necessary permissions in connection with the use of the Site for the construction,
operation and maintenance of the Plant with the exception of;


		·	Planning permission



		·	Building Control



 


		1.16	Documentation and Information verified by the Contractor (Clause 6.1)



 


The Contractor shall verify the
following Documentation and Information;


 


	Description	 	Version
	URS-16126-V4 - URS for Building 750b Large-Scale Extraction Plant	 	 


 


		1.17	Site Working Hours (Clause 28.5)



 


The normal working hours of the
Site are as follows:


 


		1.17.1.	Opening Times



 


The site will be open between 07.00
hrs – 17.30 hrs Monday to Friday. Access out of these hours to be organised with GW Pharma / Kent Science Park by the principal
contractor.


 


		1.17.2.	Deliveries



 


Deliveries can be made between
07.00 hrs – 17.30 hrs on working days. Peak times to be avoided are:


07.30 hrs – 09.00 hrs


12.00 hrs – 13.00 hrs


16.00 hrs – 17.30hrs


 


		1.17.3.	Note:



 


No deliveries will be taken in
unless specifically registered with the project site security guard who will convey the deliveries to the park security on the
previous evening. This list will be issued out at 17.00 each evening for the following day.


 




    
	 
 
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		2.0	Schedule 2: Documentation



 


		2.1	Format



 


		2.1.1.	Documents



 


		·	Adobe Acrobat



 


		2.2	Drawings



 


		·	AutoCAD



		·	Adobe Acrobat as controlled documents (RAW format where required)



		2.3	Language



 


All Documentation shall be in English.


 


		2.4	Documentation for approval periods (see 11.3)



 


		·	Project Quality and Coordination Plan – Approval time 5 working days



		·	Approval of Austin Design Packages will be issued to GW Pharma in accordance with the Contract
Plan and any comments returned to Austin with 14 days



		·	Bid Analysis for each order group – Approval time 5 working days



		·	Qualification/ Protocols – Approval time 5 working days



		·	Change Controls – Approval time 5 working days



		·	Programme - Approval within 5 working days



 




    
	 
 
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		2.5	 



THE REMAINDER
OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


[***]


 




    
	 
 
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		2.6	 



THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		2.7	Final Documentation and Manuals (Clause 21.9)



 


		·	Subcontractor Test Packs including marked-up As-Built’s, ETOP’s



		·	O&M documentation provided by suppliers/contractors



		·	Commissioning Reports (FAT, SAT, IV, FT)



 


The Contractor shall supply documentation
to allow for commissioning and qualification activities to progress within the timescales required by the contract.


 


		2.8	Documentation not to be shown to the Project Manager (Clause 21.6)



 


Information relating to the fixed
cost portions of the project.


 


		2.9	Deliverables



 


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
SIX PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


[***]


 


		2.10	 



THE REMAINDER OF THIS
PAGE AND THE FOLLOWING TWO PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		3.0	Schedule 3: Responsibilities of Purchaser



 


The overall responsibilities of
the Purchaser are defined in Table 3.1. In some areas, a more detailed break-down is provided in the subsequent Tables 3.2, 3.3
and 3.4 as noted in table 3.1 below.


 


		3.1	Table 3.1. Overall Responsibilities:



 


This section outlines the information
provided by the Purchaser which informs the Basis of Design documents for the Plant whereby the overall responsibilities of the
Purchaser need to be read in conjunction with section 2.5 – ‘Documentation for Approval/ Review’.


 


Overall specific responsibilities
area also identified in sections 1, 6, 7, 9, 14, 20 & 21 including the Specification.


 


	Item	 	Description
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 




    
	 
 
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		3.2	Table 3.2 PCS Responsibilities:



 


The below table identifies the Purchasers
responsibilities with regards to the Central PCS is to be read in conjunction with the Specification.


 


The Purchasers responsibility is
for the central PCS and associated commissioning.


 


The following parties’ will
provide the appropriate signals:


Contractor – for all phase
2 Process plant with the exception of NATEX


Purchaser – for all requirements
associated with Phase 1 Process Plant & including NATEX with regards to Phase 2


 


	Item	 	Purchaser	 	BPE (as a 

subcontractor 

to the 

Contractor)	 	Contractor	 	PCS Vendor
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


A=Approve, O=Originator, I=Informed,
R=Review


 


		3.3	Purchaser Supplied Information (Clause 4.1)



 


The Purchaser shall provide all
updated third party Detailed Design information in relation to and in connection with the Works. This will include as a minimum
the updated documents below as provided from the preliminary design.


 


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		3.4	Work or Materials by the Purchaser (Clause 4.2)



 


Work or Material to be supplied
by the Purchaser as the following table;


 


	Work or Material	 	Date to be supplied
	 	 	 
	Production consumables & Live Material	 	As per commissioning programme


 


 


		3.5	Delivery arrangements for Materials by the Purchaser (Clause 24.1)



 


Delivery arrangements for Material
to be supplied by the Purchaser as the following table;


 


	Work or Material	 	Date to be supplied
	 	 	 
	As required. To be agreed between the Purchaser & Contractor.	 	As per commissioning programme


 


		3.6	Site Services by the Purchaser (Clause 27.4)



 


The following is a list of utilities.
Consumption of such utilities will be freely supplied by the purchaser:


		·	Water



		·	Electricity



		·	Gas



 




    
	 
 
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		3.7	Purchasers Documentation



 


The Purchaser shall provide:


 


		1.	Schedules of all agreed and outstanding changes on a bi-weekly basis



 


		2.	List of equipment delivery dates on a bi-weekly basis with a month projection for large equipment



 


		3.	Agree the status of the updated ‘Information Required’ & ‘Design Transmittal’
schedules including ‘Technical Query’ logs on bi-weekly basis.



 


		4.	The following Purchaser documents will be forwarded to the Contractor where applicable to this
project:



		·	Health & Safety policy Statement, Responsibilities and Legislation.



		·	Site Rules For Contractors



		·	Site Rules for Contractors Employees



		·	The purchaser shall issue the F10



 




    
	 
 
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		4.0	Schedule 4: Health & Safety



 


		4.1	Health & Safety legislation applicable to this project.



 


The control of Health & Safety
will be in accordance with the requirements of the Health & Safety at Work etc. Act 1974. All pertinent requirements relating
to this project will be complied with under the controls specified within the Contractor Health & Safety Management System.


 


Risk assessments will be conducted
as appropriate for all work activities covered by the scope of works for the project. All risk assessments will comply with the
requirements of regulation 3 of the Management of Health & Safety at Work Regulations 1999 (amendment 2006).


 


The Contractor site management
will ensure that the work place, buildings and plant contained within it are safe to work in, operate and maintain.


 


The provision of adequate documentation
covering the projected life of the building, will be provided in the form of a Health & Safety File incorporated within the
Operation and Maintenance File. This will be passed to the Purchaser by Contractor on completion of the project. The Health &
Safety File will contain all residual lifetime risks applicable to the structure, plant and operation and maintenance of the facility.


 


Salient applicable regulations
are listed below but are not limited to:


		·	Construction Design and management Regulations (CDM 2015)



		·	COMAH – Control of major accident hazard regulations



		·	Health and Safety at Work Regulations 1999 (amendment 2006)



		·	The Dangerous Substances and Explosive Atmospheres Regulations 2002



		·	First aid at work: The Health and Safety (First-Aid) Regulations 1981



		·	Health & Safety (First Aid) Regulations 1989



		·	Construction (Head Protection) Regulations 1989



		·	Manual Handling Operations Regulations 1992



		·	Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013



		·	Hand arm vibration - Control of Vibration at Work Regulations 2005



		·	Personal Protective Equipment Regulations 1992 as amended



		·	The Health and Safety (Safety Signs and Signals) Regulations 1996



		·	Management of Health & Safety at Work Regulations 1999 (amendment 2006)



		·	Control of Substances Hazardous to Health Regulations 2002 (amendment 2004) (COSHH)



		·	The Regulatory Reform (Fire Safety) Order 2005



		·	The Control of Noise at Work Regulations 2005



 


There are three distinct phases
of safety management and mitigation:


		·	Design



		·	Construction



		·	Operation



 




    
	 
 
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		4.1.1.	Design:



 


Health & Safety issues during
design and tendering period will be co-ordinated by the Principal Designer. The Principal Designer will have the responsibility
for the management of the design by designers affecting Health & safety throughout the lifetime of the construction project
through to handover including informing the Purchaser is adequately notified and in agreement of the risks involved in operating
the facility.


 


		4.1.2.	Construction:



 


CDM Construction Phase Plan will
be created by the Principal Contractor and issued to the Principal Designer for assessment of suitable development before any construction
work starts. The Principal Designer will inform the Purchaser of the status of the CPP as the project progresses.


 


The Construction Phase Plan will
be issued by the Principal Contractor to all prospective Sub-contractors to provide guidance on their responsibilities for Health
and Safety and to use for their preparation of their tender package.


 


		4.1.3.	Operation:



 


Upon completion of construction,
Operation and Maintenance manuals (O&M’s), will be developed to allow the Purchaser to develop SOP’s to operate
the facility.


The Operation and Maintenance principles
will be developed and agreed between the Purchaser and Contractor during the design phase and updated during the construction period.


 


		4.2	Contractor Health & Safety Plan (Clause 7.2)



 


		4.2.1.	Construction Phase Plan



 


The Contractor’s Construction
Phase Plan Issue 0.1 dated 31/05/2017 sets out the management of Health & Safety on-site in accordance with Clause 7.2, the
Contractor shall develop, implement and maintain this Plan.


 


 


		4.3	Site Health & Safety Requirements (Clause 4.6 & 26.4)



 


The Health & Safety requirements
applying to;


		·	the Purchaser and the Project Manager's personnel and anybody working under their control, and



		·	the Contractors personnel, Subcontractors and anybody working under their control



Are as per the Construction Phase
Plan.


 


		4.4	Safety Equipment, Materials, First Aid and Emergency Arrangements (Clause 26.3)



 


The Contractor will provide all
necessary safety equipment during construction.


 




    
	 
 
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		5.0	Schedule 5: Environmental Protection & Waste Disposal



 


		5.1	Environmental Protection & Waste Disposal Plans (Clause 7.2)



 


In accordance with Clause 7.2 the
Contractor shall develop, maintain and implement an Environmental Plan that shall address the matters set out in sections 5.2 to
5.4 below.


 


		5.2	Waste Disposal



 


Below is outlined the responsibility
for the disposal of materials from the project.


 


		5.2.1.	The Contractor



 


The Contractor will be a good neighbour
and try to protect the environment from excessive waste from its activities. The Contractor will continue to improve its efficiency
in the use of materials and reduce the amount of waste that ends up in landfill sites.


 


Emissions to the environment relating
to materials, substances and waste created from construction activities shall be controlled to avoid any breaches of the applicable
environment regulations leading to enforcement by the Local Authority and the Environment Agency.


 


The contractor where practicable
will minimise waste through each project stage:


		·	Design



		·	Purchasing



		·	Construction



 


The contractor will be responsible
for waste arising from:


 


		·	excavations and removal of surplus as dug materials from the Area of Construction under CDM control



		·	the manufacture, purchase and construction of the Envelope and surrounding works within the construction
Area Under CDM control



		·	the fabrication and installation of plant and equipment within the building and designated areas
of construction under CDM control



		·	storage and fabrication facilities within the area under CDM control



		·	welfare facilities within the CDM controlled area



 


 


		5.2.2.	The Purchaser



 


The Purchaser is responsible for
waste:


		·	arising from their temporary facilities



		·	that can be associated with the project but produced from the existing facility.



		·	produced from the proving and commissioning of the process equipment with in the new Facility



		·	the Purchaser will be responsible for negotiating and obtaining Licenses to discharge non- hazardous
bulk liquids from the landlord and/ or local Water Authority produced in commissioning



 




    
	 
 
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		5.3	Sustainability



 


Given the processes and equipment
options available there is limited opportunity for sustainability. However, the Contractor’s Environmental Plan shall set
out procedures where feasible to consider low energy consuming equipment variants within the cost limitation of the project.


 


		5.4	Environmental



 


The Contractor’s Environmental
Plan shall set out procedures to minimise construction waste. Further details on waste minimisation for the construction industry can
be found in:


Waste Minimisation and Recycling
in Construction - A site handbook: SP133


Managing materials and components
on site: SP146


 


		5.5	Site Environmental Requirements (Clause 4.6 & 26.4)



 


The Site Environmental requirements
applying to;


		·	the Purchaser and the Project Manager's personnel and anybody working under their control, and



		·	the Contractors personnel, Subcontractors and anybody working under their control



 


The Contractor shall comply with
legislation.


 




    
	 
 
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		6.0	Schedule 6: Quality Assurance & Qualification



 


		6.1	Quality Assurance Systems (Clause 3.8)



 


The Works will be designed, procured,
constructed, and commissioned by the Contractor and Subcontractors in accordance with an ISO 9001 2008 accredited assurance system,
Quality Manual and Guidance Notes.


 


All Works shall comply with the
relevant British standards and codes of practice. Design standards used generally shall include:


 


		·	Building regulations



		·	BS7671 IEE Wiring Regulations and associated guides



		·	CIBSE Guides Volumes A, B, C and D



		·	CIBSE Technical Notes and Memorandum



		·	BSRIA Recommendations and Application Guides



		·	CDM Requirements



 


The Contractor’s shall comply
with the Contractors Project Quality Plan which will be provided within 3 weeks of appointment.


 


		6.2	Qualification



 


The equipment will be qualified
by the Purchaser according to the Purchasers current Qualification/ Validation Master Plan including System Impact Assessment.


 


A Project Quality Plan shall be
produced by Contractor identifying:-


 


		1)	Roles and Responsibilities



		2)	Approval Schedules



		3)	DQ, IQ, OQ and PQ Requirements as identified by the Purchaser



		4)	Schedule of Inspection and Testing (on site)



		5)	Quality Control (QC) Requirements and Procedures



 




    
	 
 
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		7.0	Schedule 7: Subcontracting



 


		7.1	Subcontracting of Works Packages (Clause 9.2)



 


The Contractor proposes subject
to clause 9.2 to subcontract the works packages as the plan in Schedule 1, part 1.7.


 


		7.2	Single Source Subcontracts



 


The Contractor proposes subject
to clause 9.2 to subcontract the works packages below on a single source basis


 


[***]


 


		7.3	Subcontracting conditions (Clause 9.2)



 


Subcontracts should be let
on terms as the main contract between The Purchaser and Contractor. In this regard The Purchaser would recommend the use of appropriate
IChemE subcontracts amended accordingly.


 


The Contractor has proposed
the use of Austins Conditions of Sub-Contract ref Version A May 2017 to appoint sub-contractors, subject to incorporating the following
amendments:


 


		·	Sub-clause 12.5(a) [refers to discount] – delete



		·	Sub-clause 12.7 [allows cross contract set-off] – amend so cross contract set-off is not
allowed.



 


The use by The Contractor of
their own subcontract shall be at their risk. The Contractor shall state, prior to each package tender, any shortfall in the proposed
subcontract conditions (i.e. non IChemE) that may give rise to a reduction in the Contractors liability as clause 9.17


 


		7.4	Process Elements



 


BPE has been jointly selected
to undertake the following works in connection with the process element of the works:


 


		·	Detail design and procurement support associated with process equipment & utilities



		·	Post Procurement support



		·	Construction support



		·	Commissioning and qualification



 


		7.5	Specialist Equipment



 


The Contractor shall be required
to place orders with specialist vendors for specialist equipment.


 


Such specialist equipment includes,
but may not be limited to the following:


 


Extraction processes &
systems, Mills, DAP’s Vacuum Transfer systems, manual handling, CIP systems, Process Control systems, Ethanol and associated
process utilities.


 




    
	 
 
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The Contractor shall not be
responsible for, setting to work, commissioning, validation and the design for the specified equipment and will only be responsible
for installation as expressly agreed.


 


Where equipment has been supplied
by the Purchaser for either or both Phases 1 and 2, the Purchaser shall retain responsibility for the performance of such equipment.


 


Upon approval of the tender
report prepared and submitted by the Contractor, the Purchaser shall make all necessary payments to the Contractor. After which
the Contractor shall place orders, make payments, coordinate FATs, the delivery of the specified equipment to site, guide the specialist
equipment supplier’s personnel on site with respect to Installation, Health & Safety and site logistics requirements.
The Purchaser shall attend all FAT's, and manage everything subsequently including, SATs, testing & commissioning, Vendor Validation
through to demonstration, handover on-site and to operations.


 


The contractor will assist
the purchaser on site as required with the coordination of the installation.


 


The Purchaser is responsible
for managing all activities undertaken by NATEX. The Contactor will assist in procuring the requirements for NATEX’s installation
based on NATEX providing the detailed requirement specifications and drawings. The Contractor will coordinate NATEX’s activities
through installation on site, however NATEX will supervise all installation that the Purchaser has procured for NATEX systems and
the Purchaser will manage NATEX as necessary. Upon completion of the installation the purchaser shall be responsible for coordination
of the commissioning of the systems and manging these through to handover, qualifications and operation.


 


		7.6	Procurement Procedures (Clause 9.5)



 


The procurement will be based
on the Contractor’s standard procedures, covering:


 


		·	The Contractor will prepare a contract plan, showing order groupings, potential vendors, subcontractors
and key dates for:



		a.	Enquiry issue



		b.	Enquiry return



		c.	Bid evaluation complete



		d.	Order placement



 


This will be agreed with the
Purchaser and will be kept updated through the project.


 


		·	Selection of potential Subcontract tenderers which shall be reviewed and accepted or otherwise
by the Purchaser



		·	Completion and review of the Contractors Pre-qualification Questionnaire



		·	Prepare appropriate tender packages of drawings, specifications, subcontract conditions and pricing
schedules etc.



		·	Expedite, review and compile tenders received and lead review meetings, with issues arising



		·	Prepare bid analysis and make recommendations for the Purchaser



 




    
	 
 
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		·	Provide advice on contact issues, terms and conditions and commercial risk



 


		·	Negotiation, contract and order placement upon sign-off by the Purchaser Order negotiation and
placement upon sign-off by the Purchaser.



		·	Recurring and ongoing project reimbursable costs shall be agreed as ongoing and re-occurring which
shall be updated monthly with the cost report, this includes items such as but not limited to security, skips, temporary lighting
etc. Such costs to be supported by appropriate invoices in the normal manner.



		·	Review progress of orders to allow invoice ratification



		·	Check and ratify invoices for payment recommendation



		·	Negotiate and agree variation accounts under the terms of the subcontracts



		·	Close out orders and agree final accounts



		·	Maintain records of performance



		·	Value and certify payment to subcontractors



 


		7.6.1.	Preparation of Enquiries



 


Definition
of Scope


The Contractor will compile
and issue the package of designs, drawings, specifications and commercial conditions to enable tenders to be obtained.


 


The contractor will inform
the PM as part of the tender issue documents and/or Tender report:


		i.	any shortfall in the proposed subcontract conditions (i.e. non IChemE) that may give rise to a
reduction in the subcontractors liability as clause 9.17



		ii.	the shortfall in completeness of Design or Engineering within the package or any areas of scope
that have been omitted from the package or / and the works required to progress design from IFT (issued for tender) and/ or IFC
(issued for construction)



		iii.	any Design which is being requested of the subcontract tenders



 


Selection
of Bidders


Bidders will initially be pre-selected.
The Contractor will select the bidders who will be invited to tender in conjunction with the Purchaser. New Subcontractors not
already approved by the Contractor may be considered but audit may be necessary to ascertain suitability.


 


Enquiry
Form and Subcontract Tender Packages


The Contractor will issue standard
documentation using computer generated Enquiry templates for Supply and delivery only, Supply with minor site operations and Site
installation contracts, and preparing full Subcontract documentation for major Subcontracts


 


The Contractor will retain
all inward and outward correspondence relating to successful and unsuccessful tenders for audit purposes. Copies of packages issued
for tender will be compiled and copied to the PM and BPP.


 




    
	 
 
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Tender
Return


For packages with an expected
value greater than [***], the tender returns will be requested to be submitted as follows:


 


Complete electronic tender
returns shall be submitted to the following E-mail address:


[***]


 


Simultaneously a copy of the
tender covering letter, qualifications and commercial returns shall be submitted to [***]


 


(Postal address - BPP Construction
Consultants, 9 Motcomb Street, London, SW1X 8LA


For the attention of Robert
Mathews.


 


		7.6.2.	Tender Analysis



 


Upon receipt, quotations will
be checked by the Contractor for compliance with technical and commercial requirements. Where practicable any missing information
will be obtained from bidders so that competing quotations may be directly compared.


 


In those cases in which bidders
are unable to comply with the terms of the Enquiry, or where terms are open to discussion, the Contractor will negotiate for the
most favourable terms obtainable, in consultation with the Project Manager where appropriate.


 


When quotations have been received,
technical analysis completed and any negotiations finalised, a Tender Report will be prepared by the Contractor. A formal Tender
Analysis will not normally be prepared for individual items of value less than £15,000.


 


The Tender Analysis will state
the recommended Supplier/Subcontractor. Supplementary statements of the technical and commercial arguments in support of the recommendation
will be appended as appropriate


 


The completed Tender Analysis,
together with a copy of all quotations and other relevant correspondence, will be issued to the Project Manager for review and
approval.


 


The Tender Report will include:


		·	the estimate budget together with any adds and omits to such budget and



		·	a statement of subcontractor design within the package



		·	a statement regarding the completeness of Design, Engineering or Scope within the package



		·	a statement of any shortfall in the proposed subcontract conditions (i.e. non IChemE) that may
give rise to a reduction in the Contractors liability as clause.17



		·	a statement that the subcontractor is aware of the requirements of collateral warranties



 


The Tender Report will also
contain a checklist of relevant special conditions rejected or accepted by the proposed Subcontractor and accepted by GW-Pharma.


 




    
	 
 
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		7.6.3.	Purchase Orders/Subcontracts



 


A standard Contract Order Form
or a full Subcontract agreement will be used exclusively to place orders and the issue of these documents, signed by the Contractor’s
authorised signatory, will be the only method of creating a commitment.


 


		7.6.4.	Order Amendments



 


Change Authorisations (CA)
shall be used to control variations to the scope of work and their impact on prices and programme after placement of the subcontract/
Purchase Order. The procedure of CA will be between the Purchaser and the Contractor. In instances where time is required to be
expended to evaluate a solution, the Purchaser will approve the associated time in advance such that a solution can be researched
and subsequently presented on further CA approved by the Purchaser for implementation or otherwise.


 


Head Office Instruction will
be used upon full authorisation of Change Authorisations to instruct Subcontract variation giving details of the change, and adjustment
in the price and effect on programme and will be issued and distributed on the same basis as the original Purchase Order.


 


From time to time the Contractor
will issue written instructions to alter, amend, omit, add to, or otherwise vary any of the Subcontract Works or merely to clarify
an existing subcontract obligation. These written instructions allows work to proceed to meet programme demands and commercial
implications to be reviewed and agreed on a monthly basis prior to the payment application.


 


Instructions exceeding £5,000
in value or 1% of the sub-contract sum, whichever is greater, shall be subject to review by the Project Manager prior to issue
to the subcontractor. In this instance the review period will be same day when identified and required by the Contractor. Alternatively
the review period shall be 24 hours.


 


The Contractor’s “Avoid
Verbal Order” (AVO) is a standard document used to issue such instructions for Site based installation contracts in the contract
period.


 


Where subcontractor/ vendor
variation value exceeds [***], AUK will ensure that changes to subcontract scope are vetted and signed off by the person or their
representative when said person(s) are unavailable with respect to who prepared the design \ engineering or tender document scope.


 


		7.6.5.	Expediting



 


The Contractor will maintain
contact with Suppliers/Subcontractors to the extent appropriate to the importance of the equipment and/or service to the construction
programme. Remedial action will be taken, where necessary, to minimise delays and their effect on the overall programme. In summary,
the following activities will be carried out:


		·	Expedite information from suppliers by telephone and internally expedite responses



		·	Collate final documentation



 




    
	 
 
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		·	Ensure, by a process of office and field expediting, that orders are progressing as required –
recommending actions as necessary



		·	Liaise with suppliers on final equipment delivery dates and details



		·	Keep records of goods received on site



 


		7.6.6.	Inspection



 


		·	Review project scope of work and mandatory/recommended inspection and hold points



		·	Prepare an inspection plan



		·	Inspect and arrange for third party inspection of plant and subcontract works



		·	Ensure observations and issues are progressed and resolved



 


		7.6.7.	Certification and Invoicing



 


The Contractor will check and
review Subcontractors’ applications, statements and invoices, having particular regard to the following aspects:


		·	Arithmetic correctness



		·	Compliance with Subcontract/ Purchase Order requirements



		·	Goods received and accepted or work carried out and accepted



		·	Price correct. Where the price has increased, that the increase has been correctly calculated on
a contractual , or is otherwise acceptable



		·	Payment pre-conditions met



		·	All invoices, regardless of value, will be authorised by the appropriate Buyer and the Contract
Manager.



		·	The Contractor will make payment in accordance with the terms of the Purchase Order.



 


		7.6.8.	Subcontract Conditions



 


The subcontract conditions
shall include the following obligations on the subcontractors, as appropriate to their scope:


		·	Subcontractors shall not at any time engage a greater number of persons upon the Site than is reasonably
required for the carrying out and completion of the Works in accordance with the Contract



		·	GW-Pharma Ltd may attend subcontract meetings



 




    
	 
 
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		8.0	Schedule 8: Contractor’s Named Personnel



 


		8.1	Named Personnel (Clause 12.4)



 


The following are named personnel.


 


[***]


 


		8.2	Key Positions (Clause 12.4)



 


The following are key positions,
so far unidentified


 


		1.	Project Manager During Construction



		2.	Construction Site Manager



		3.	Assistant Site Manager \ Engineer



		4.	Site Mechanical Services Co-ordinator



		5.	Site Electrical Services Co-ordinator



		6.	Site process Co-ordinating Engineer



		7.	Cost Control \ Surveyor



		8.	Procurement Manager



		9.	Safety Manager



 




    
	 
 
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		9.0	Schedule 9: Training by Contractor



 


		9.1	Training by Contractor (Clause 3.9)



 


Contractor training provided
shall be in video format to be agreed with the Purchaser.


 


Refer to Schedule 13 for a
list of training per system.


 


		9.2	Purchasers Personnel (Clause 4.5)



 


The Purchaser shall make available
the following personnel with adequate skills and experience for Training by the Contractor:


 


[***]


 




    
	 
 
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		10.0	Schedule 10: Parts with limited working life and spare parts



 


		10.1	Spare Parts



 


The number of spares and critical
parts list, supplies identifying the working life will be advised and agreed with the Purchaser in due course.


 


The criteria will be based
on specialist supplier & contractor recommendations and as agreed with the Purchaser.


 


Vendors and sub contract equipment
suppliers shall supply details of:


		·	Start Up spares and consumables



		·	Oils and lubricants



		·	2 years recommended spares



The Purchaser will purchase
as required.


 


The Purchaser 2 months prior
to mechanical completion advise of parts required.


 


		10.2	Parts with Limited Working Life (Clause 37.11)



 


Parts with limited working
life will be advised post appointment of vendor/ subcontractor. The below scheduled will be updated accordingly.


 


The following parts have been
specified recognising they have a guaranteed working life less than 365 days, as such their Defects Liability period will be (guaranteed
working life) as stated below:


 


	Equipment	 	Part \ ID Code	 	Guaranteed Working Life
	To be updated as per the above.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    
	 
 
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		11.0	Schedule 11: Times of Completion



 


		11.1	Times of Completion (Clause 13.1)



 


	Item No	 	Phase	 	Description	 	Date
	1	 	Start-on-site	 	Commence Site Strip	 	[***]
	2	 	Building Watertight	 	Building watertight	 	[***]
	3	 	Phase 1 – Ready for takeover (Construction Completion)	 	Completion of Phase 1 area to include HVAC & Utilities commissioning, to the point of interdependence of Purchaser supplied equipment permits etc. excluding installation of Process Equipment (DAP, Skids etc.)	 	[***]
	4	 	Natex Testing & pre-commissioning commencement	 	Natex Testing and Commissioning of Process Pipework - Purchaser Milestone	 	[***]
	5	 	Phase 2 – Ready for takeover (Construction Completion)	 	Building 750b completion including commissioning of HVAC &  Utilities commissioning, to the point of interdependence of Purchaser supplied equipment permits etc. excluding Natex commissioning	 	[***]
	6	 	Natex Commissioning commencement	 	Natex Commissioning of Extraction Plant Commencement - Purchaser Milestone	 	[***]
	7	 	Natex Commissioning completion	 	Commissioning of Extraction Plant - Purchaser Milestone	 	[***]
	8	 	DAP & Mill Qualification commencement	 	Purchaser Qualification commencement – Purchaser Milestone	 	[***]
	9	 	Natex Qualification commencement	 	Purchaser Qualification commencement – Purchaser Milestone	 	[***]


 


		11.2	Project Programme (Clause 13.2)



 


The Contractor shall provide
the Project Manager with project programme prior to commencement of site activities in accordance with clause 13.2.


 


The Project Programme shall
be maintained and updated on a monthly basis.


 


The following Level 1 Works
programme shows the key milestones and main activities to achieve the completion date in 11.1 above.


 


The programme will include
the following key dates:-


 




    
	 
 
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Cabins on site and CM team
in place


Breaking ground ceremony


Building watertight


Power on


Utility generation systems
functional


Yard storage systems complete


Utility systems complete –
distribution to points of use


Phase 1 completion


Phase 2 completion


HVAC and BMS systems complete


Environmental state achieved
and stable – pressure cascades, temps and AC rates


Rooms fully fitted out and
serviced


Process systems complete  


Safety systems complete


Changing rooms, toilets and
admin areas complete


Open days for tours –
when can we build in dates for visitors safely  


Completion date for facility


 


		11.3	Documentation for Approval Times (Clause 21.2)



 


The Contractor will submit
to the PM the following documentation for approval (see 2.4)


 


	Documentation	 	Time for 

Submission	 	Approval period (if 

less than 14 days)
	Project Quality Plan	 	Within 3 week of signing the main contract	 	 
	Bid Analysis for each order group	 	As contract plan - see 7.7	 	7 days (5 working days)
	Qualification Protocols 	 	 	 	Approval time 5 working days
	Change Controls	 	 	 	7 days (5 working days unless otherwise noted by the Contractor)
	Programme 	 	 	 	Approval within 5 working days


 


		11.4	Final Documentation (Clause 21.9)



 


The Contractor will supply
the following final documentation (see 2.8) at a time or within the period stated


 


	Documentation	 	Time or Period for Supply
	Subcontractor Test Packs including marked-up As-Built’s, ETOP’s	 	To be Agreed prior to take over
	O&M documentation provided by suppliers/contractors	 	To be Agreed prior to take over
	Commissioning Reports (FAT, SAT, IV, FT)	 	To be Agreed prior to take over
	Defects List	 	To be Agreed prior to take over


 




    
	 
 
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THE REMAINDER OF THIS PAGE AND THE FOLLOWING
24 PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		12.0	Schedule 12: Liquidated Damages for Delay



 


		12.1	Liquidated Damages (Clause 15.1)



 


The parties have agreed that
the Works shall be completed in two Sections, known as Phase 1 and Phase 2. Separate liquidated damages shall apply to Phase 1
and Phase 2 as defined in Section 1.2..


 


Liquidated damages shall be
payable by the Contractor in respect of Construction Completion of Phase 1 and Phase 2 as set out at Schedule 11 (as may be adjusted
in accordance with the Contract) on the basis set out below.


 


PHASE 1


 


Phase 1 Construction Completion
(Clause 32 refers)


 


At the rate [***] per week
or pro-rata thereof


 


PROVIDED THAT the total amount
liquidated damages payable by the Contractor in respect of Phase 1 shall not exceed [***].


 


PHASE 2


 


Phase 2 Construction Completion
(Clause 32 refers)


 


At the rate of [***] per week
for the first 5 weeks and thereafter at the rate [***] per week or pro-rata thereof, provided that the total amount of liquidated
damages payable by the Contractor shall not exceed [***].


 


PROVIDED THAT the total aggregate
liquidated damages payable overall by the Contractor shall not exceed [***].


 


Where equipment supplied by
the Purchaser delays the critical path of the project programme, then the period by which the equipment is late and/ or any consequential
impacts shall be the basis for extending the impacted Contractor milestone completion activities by the same period.


 


The period provisioned within
the baseline programme for the manufacture of the Contractor supplied DAP is currently 34 weeks. This is an unconfirmed period
as the equipment is bespoke and the manufacturer period will not be clarified until tender returns are received post appointment
of the Contractor.


 


As such, should the selected
DAP manufacturer be unable to comply with the 34 week manufacture period allowed within the baseline programme, then the impacted
milestones shall be extended by the actual manufacture period exceeding the 34 weeks of the baseline programme.


 




    
	 
 
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		13.0	Schedule 13: Pre-installation tests and procedures (CLAUSE 22.2 AND 22.4)



 


Listed below are the:


		1.	Pre-installation ‘Factory Acceptance Tests’ (FAT’s).



		2.	‘Site Acceptance Test’ (SAT’s) and Performance Tests by system – part of
Schedule 16



		3.	User Training on a per system basis, part of Schedule 9



 


THE REMAINDER OF THIS PAGE AND THE FOLLOWING
TWO PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		14.0	Schedule 14: Criteria for the completion of construction



 


		14.1	Criteria for Construction Completion Phase 2 (Clause 32.2)



 


Completion shall be achieved
on a per phase basis once the following conditions have be met on a per phase basis:


 


		14.1.1.	General



 


		·	The completion of pretesting for Commissioning of all Mechanical and Electrical Systems. In accordance
with the Contractor’s specification entitled ‘Commissioning Mechanical Services’.



		·	The completion of statutory inspections by Building Control and Local Authority Planning Permission
(excluding Landscaping).



		·	Inspection of the building fabric to ensure compliance against the design drawings and specifications.
Inspection data to be recorded on the inspection reports.



		·	The completion of major defects that could adversely affect the operation of the facility.



		·	Issuance of the Draft Health and Safety File and Operation and Maintenance Manuals.



		·	Training of Purchaser personnel according to Schedule 9



		·	Mechanical Completion, Accepted Engineering Turnover Packs and completion of O&M’s documents.



		·	Plant visually inspected for completeness and resulting snags preventing operations cleared



		·	Labelling/Identification complete and correct.



		·	Safety signs installed



		·	Scaffolding removed to the agreed extent that commissioning can proceed.



		·	Re-instatements complete, where required to allow operations to continue



		·	Builder clean complete



		·	Contractor actions from Design Reviews closed out.



		·	Tagging and labelling of all systems



 


		14.1.2.	Civil and Steelwork



 


		·	All work completed and temporary works removed.



		·	All work required to be tested in accordance with the specification has been so tested and passed
as satisfactory with particular emphasis on underground work.



		·	Lifting beams proof tested (Note: the Purchaser is to agree the test vendor)



		·	Any temporary bolting removed



		·	Grating fully clamped down and handrails and toe boards fixed.



		·	All signage required by building control in place



		·	Leak testing of all buried underground pipes, pits, sumps, etc.



		·	Flushing of drains



		·	Check electrical earthing and lightning protection of building is installed and continuity tested



 




    
	 
 
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		14.1.3.	Mechanical / Piping / Building Services



 


		·	Installation of all equipment (including internals) and piping in accordance with the P&IDs,
GAs and Subcontractors installation instructions



		·	Piping complies with pipe specification (e.g. correct grade of gasket installed)



		·	Tagging and labelling



		·	Pipe supports completed and rigid with temporary supports removed.



		·	Piping flanges alignment, correct bolting and gaskets



		·	Welding inspections completed, inspection report received as required



		·	Site testing of pipework including NDT – boroscope and P & P in some cases (only if agreed
with the Purchaser)



		·	Installation of vessel internals in accordance with the drawings and specifications.



		·	Installation of all temporary strainers.



		·	Removal of all temporary slip plates other than those required for commissioning.



		·	Installation of specified gland packing and lubricants to all valves.



		·	Testing of all relief valves at the Purchaser’s approved test station and subsequent installation
in accordance with the test requirements and schedule agreed by the Purchaser.



		·	Installation of control valves / in line items on completion of line and vessel flushing in accordance
with the method, requirements and schedule agreed by the Purchaser.



		·	Valves, traps and strainers correct orientation and flow direction.



 


		14.1.4.	Electrical, Instrumentation, Control



 


		·	All equipment within the electrical design installed to current IEE wiring regulations BS7671 and
Electricity at Work Regulation 4.



		·	All electrical supply and control wiring tested for insulation, electrical pressure, polarity and
continuity. Electrical equipment voltage checked/tested and found satisfactory.



		·	Initial “Equipment in Hazardous Area Schedule Inspection” completed on all equipment
and defects corrected.



		·	Insulation, conductivity and resistance tested and found satisfactory.



		·	All earthing installed, visually inspected and testing documentation completed.



		·	Safety devices including overloads, MCBs, RCCD and fuses at correct setting and tested where applicable.



		·	Labelling (identification of cables/circuits/equipment) complete.



		·	Lighting completed.



		·	Oil filled devices (e.g. transformers) charged by specialist contractor to the correct level and
with correct grade of oil, with test certificate.



		·	Circuit continuity / functional tests carried out and defects corrected. The results shall be documented
(Cold loop testing from field devices to I/O cabinets).



		·	Electrical distribution and circuit system fuses withdrawn and handed over to Commissioning Manager
(Note: circuits will not be live).



		·	All instrumentation installed in accordance with line diagrams, hook-ups etc.



		·	Calibration of critical instruments to be provided with calibration certificates.



		·	Alarm, Trip and Interlock tests / data completed and validated (including removal of redundant
ATIs).



		·	Software FATs complete (Purchaser’s responsibility)



		·	Software loaded (Purchaser’s responsibility)



 




    
	 
 
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		14.1.5.	Insulation and Painting



 


		·	Insulation integrity check where practical



		·	Location labelling of all electrical trace heating



		·	All insulation work completed to the agreed extent to allow commissioning to proceed.



		·	All painting work completed to the agreed extent to allow commissioning to proceed.



		·	Undertaking to finalise painting work as commissioning proceeds.



 


		14.1.6.	Safety



 


		·	Access to and egress from equipment not impeded



		·	Fire Equipment (extinguishers etc.) supplied and installed as specified.



 


Once the above conditions have
been met the Purchaser shall issue a Construction Completion Certificate for the Plant. Completion excludes Purchaser procured
equipment activities of commissioning and/ or qualification which may remain.


 


		14.2	Criteria for Construction Completion Phase 1 (Clause 32.2)



 


Construction Completion for
Phase 1 shall be based on completion of commissioning inclusive of handover of O&M’s in connection with qualified systems
for Phase 1 only. Completion excludes Purchaser procured equipment activities of commissioning and/ or qualification which may
remain.


 


Once the
above conditions have been met the Purchaser shall issue a Construction Completion Certificate for Phase 1 of the project.


 




    
	 
 
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		15.0	Schedule 15: Take over procedure



 


		15.1	Take Over Procedures (Clause 33.2)



 


Phase 2 Completion of the minor
items requiring completion identified on the Construction Completion Certificate, in accordance with sub-clause 32.6.


 


Phase 1 Completion will be
as identified in schedule 14.2.


 




    
	 
 
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		16.0	Schedule 16: Performance Tests and Procedures (Clause 35.3)



 


Systems and utilities requiring
performance testing are identified in Schedule 13.


 


Performance testing criteria
shall be agreed between the Purchaser and Contractor at the pre-tender stage for inclusion in the vendor and subcontractor proposals.


 


Specifications as detailed
in 2327-Contract Specifications issues by AUK:


 


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[***]


 




    
	 
 
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		17.0	Schedule 17: Performance guarantees and damages for failure (Clause 35.1)



 


Where performance guarantees
and associated liquidated damages for performance failure have been negotiated with Subcontractors, such damages shall be passed
to the Purchaser and shall not be considered damages recovered from a Subcontractor for the purposes of sub-clause 9.6.


 




    
	 
 
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		18.0	Schedule 18: Cost elements, rates and charges



 


		18.1	Contract Price (Clause 39.1)



 


The Contract Price shall include
the Contractors Fixed and Reimbursable Cost Elements detailed below.


 


		18.2	Contractors Fixed Cost Elements



 


The agreed fixed cost components
are identified in the estimate as:


 


[***]


 


		18.3	Contractors Reimbursable Cost Components



 


The following are reimbursable
costs:


 


[***]


 


For reimbursable costs the following rates
shall apply and expenses will be as follows:


 


[***]


 


		18.4	Subcontracted Costs



 


The properly incurred net cost
to the Contractor of;


 


[***]


 


		18.5	Subcontracted Temporary Site Facility Costs



 


The properly incurred net cost
to the Contractor (in accordance with Schedule 7) of;


 


[***]


 


		18.6	Contractors Fee



 


Contractor’s Fee
is fixed.


 




    
	 
 
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		18.7	Contractor Rates



 


The Contractor charge out rates are set-out


 


		18.7.1.	Hourly Rates fixed until 01.Jan.19



 


[***]


 


		18.7.2.	Weekly Rates



 


[***]


 


		18.7.3.	Expenses



 


Expense are not included in
the above hourly rates and are charged at the following rates:


 


[***]




    
	 
 
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		18.8	Estimate



 


The latest estimate for Phases
1 & 2 are included in the below including the combined summary:


 




    
	 
 
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		18.8.1.	Summary



 


Rev F 7Sept
2017


 




    
	 
 
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		18.8.2.	Phase 2 Estimate



 


Rev O dated 7 Sept 2017


 




    
	 
 
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THE REMAINDER OF THIS PAGE AND THE FOLLOWING
PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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		18.8.3.	Phase 1 Estimate



 


Rev F dated 24 July 2017


 




    
	 
 
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[***]


 




    
	 
 
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		19.0	Schedule 19: Payment



 


		19.1	Payment against Tasks \ Milestones (Clause 41.2)



 


The following are payments
against milestones


 


	Milestone	 	Payment (£)
	None stated	 	 
	 	 	 
	 	 	 


 


		19.2	Contractors Request for Payment (Clause 41.3)



 


The Contractors monthly request
for payment shall be supported by all relevant documentary evidence, appropriately itemised, coded and cross referenced to the
payment request summary, including;


 


		a)	Copies of invoices received by the Contractor in support of “actual expenditure”



		b)	Copies of time sheet summaries of staff in support of “actual expenditure”



		c)	Copies of expenses incurred in support of “actual expenditure”



		d)	Copies of applications from sub-contractors, together with the Contractors Certification calculations
(if and as requested by the Project Manager)



		e)	Updates of project cash flow (linked to \ part of the Anticipated Final Cost within the Commercial
report - Schedule 21) for all aspects of Contract Price in support of estimates of future expenditure



 




    
	 
 
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		20.0	Schedule 20: Contract co-ordination



 


		20.1	Requirements for Contract Coordination (clause 5.4)



 


The requirements of both the Purchaser
and the Contractor in regard to Contract Coordination are set out below:


 


		20.2	Primary point of contact for the Contractor is



 


[***] (Contract
[***])


The Austin
Company of UK Limited


Cardinal
Point


Park Road


Rickmansworth


Hertfordshire
WD3 1RE


Tel:01923
432658


Mobile:07740
171614


Email: [***]


 


		20.3	Primary point of contact for the Purchaser



 


[***] (Head of Engineering)


G W Pharma Limited


...


Tel:


Mobile:


Email:[***]


 


		20.4	Project Manager



 


[***]


c/o G W Pharma Limited


...


Tel:


Mobile:


Email:[***]


 


		20.5	Project Sponsors



 


The Project
Sponsor for the Contractor is:


[***]


 


The Project
Sponsors for the Purchaser is:


[***]


 


		20.6	Document Numbering



 


The Contractor and Purchaser, both
acting reasonably, shall develop and agree a unique nomenclature in connection with record information, tagging, labelling and
engineering specifications.


 




    
	 
 
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		20.7	Method of Document and Data Transfer



 


Documents shall be transferred
between via email using the following addresses:


 


Contractor:   document.control@austin.co.uk


 


Purchaser:    [***]


 


		20.8	Arrangement for issuing invoices



 


The Contractor shall prepare invoices
addressed as follows:


G W Pharma Ltd


Kingsgate House


Newbury Road


Andover


Hants


SP10 4DU


 


And the
invoices shall be issued by email to:


 


accounts@gwpharm.com


 


		20.9	Arrangement for issuing remittance advice



 


Upon making payment the Purchaser
shall issue by email a corresponding remittance advice to:


 


[***]


 


		20.10	Method of transferring payments



 


Payments between the parties shall
be conducted via BACS, using the following details:


 


[***]


 




    
	 
 
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		21.0	Schedule 21: Reports and Records



 


		21.1	Progress and Other Reports (Clause 3.7)



 


The Contractor shall provide:


 


		1.	Monthly Project Status Reports, a sample of which is included which will provide the overall status
of the project with respect to:



		a.	Design



		b.	Procurement



		c.	Construction



		d.	Quality



		e.	Progress with the programme as noted in item 2 below



		f.	Commercial as noted in item 3 below



		g.	Health, Safety & Environment Overview



 


		2.	A baseline programme (non-resource) which shall be updated monthly and reviewed with the Purchasers
project sponsor and the Contractors Project Director.



 


		3.	A commercial report will be provided monthly,



 


		4.	The Commercial report shall include



		a.	Order Commitment



		b.	Variations to date



		c.	Pending Variations



		d.	Potential variations



		e.	Cost to complete



		f.	Total outturn costs



		g.	Actual and Forecast Expenditure Summary by Contractors cost code



 


The report
shall be principally presented with to identify the total:


		a.	Design costs



		b.	Subcontract costs



		1.	Shell



		2.	Fit-out



		3.	Process



		4.	Equipment



		5.	Others



		c.	Management costs



 


		5.	Timesheets for reimbursable elements with a bullet point list of activities will be provided on
a bi-weekly basis with respect to the process design and support.



 


		6.	A four week look-ahead shall be provided on a bi-weekly basis of overall project strategic activities
and milestones.



 


		21.2	Maintenance of Contractors Records (Clause 40.1)



 


The Contractor shall provide
and maintain the following records:


		1.	Subcontract tender enquiries



		2.	Subcontract orders placed



		3.	Records of committed expenditure on orders placed.



		4.	Records of invoices paid



 




    
	 
 
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		5.	Records of cost changes resulting from Variation Orders



		6.	Forecasts of the Total Cost of Works to their final completion



		7.	Records of other reimbursable costs incurred including time sheets and expenses



		8.	Time sheets (including those for design variations) shall indicate the works being carried out
including the work stage, area, discipline and element together with a brief narrative of deliverables, drawing revision where
appropriate. Time simply allocated to the project on a global basis will not be sufficient.



 




    
	 
 
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		22.0	Schedule 22: Forms of Collateral Warranty (article 17)



 


		22.1	Part A Contractor Collateral Warranty 4-8-17



 


	Dated	201


 


THE AUSTIN COMPANY OF (U.K.)
LIMITED


 


- and -


 


[THE BENEFICIARY]


 


- and -


 


GW PHARMA LIMITED


 


 






 


Contractor’s
Warranty


 


in relation to


 


Design, Construction,


Testing and Commissioning of GW Pharma Building
750b.


and Process Equipment at Kent Science Park


 


 






 




    
	 
 
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	This Deed of Warranty is made as a deed on	201




 


Between:


 


		(1)	THE AUSTIN COMPANY OF (U.K.) LIMITED (registered number 00343451), a company incorporated
in in England and Wales and whose registered address is Cardinal Point, Park Road, Rickmansworth, Hertfordshire WD3 1RE (the "Contractor");



 


		(2)	[BENEFICIARY] (registered number [●]) whose registered office is at [●] (the
"Beneficiary")1;



 


		(3)	GW PHARMA LIMITED (registered number 03704998) whose
registered office is at Sovereign House, Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ (the "Employer").



 


Whereas:


 


		(A)	The Employer has entered into a building contract dated              (the
"Building Contract") with the Contractor for the Works (as defined in the Building Contract) at
the site known as Building 750b, Kent Science Park, Sittingbourne, Kent ME9 8EF (the "Property").



 


		(B)	[The Beneficiary and Employer have entered into an agreement dated                   (the "Ground Lease")
for an interest in the Property.] [OR]



 


		(B)	[The Beneficiary has as [●] an interest in the Property.]2



 


		(C)	It is a term of the Building Contract that the Contractor
executes this Deed.



 


In consideration of the payment by the
Beneficiary to the Contractor and the Guarantor of one pound (£1) (receipt of which is hereby acknowledged by the Contractor
and the Guarantor), it is agreed as follows:


 


		1.	Warranty of performance



 


		1.1	The Contractor warrants that it has carried out and will at all times continue to carry out the
Works (as defined in the Building Contract) and its duties and obligations under the Building Contract in accordance with the Building
Contract.



 


		1.2	Without limiting Clause 1.1, the Contractor warrants and undertakes to the Beneficiary that is
has carried out and shall carry out and complete the Works (as defined in the Building Contract):



 


		(a)	in accordance with the Building Contract (as altered or modified in accordance with the terms set
out herein);



 


		(b)	in accordance with applicable Legislation (as defined in the Building Contract);



 


		(c)	using the Standard of Care (as defined in the Building Contract);



 


 






 







		1	For use when Beneficiary is another third party
		2	For use when Beneficiary is another third party



 




    
	 
 
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		(d)	using Good Industry Practices (as defined in the Building Contract);



 


		(e)	seeing that it has not specified or used nor shall it authorise or permit to be used or specified
in relation to the Works (as defined in the Building Contract) any substances, processes or methods of working that are not in
accordance with British Standards (or their European Union equivalent), codes of practice current at the time of specification
or use unless stated otherwise in the Specification (as defined in the Building Contract);



 


		(f)	using Materials (as defined in the Building Contract) which are new and of sound and satisfactory
quality and all workmanship, manufacture and/or fabrication will be to the standard consistent with the intended uses of the Works
(as defined in the Building Contract) as stated in the Building Contract; and



 


		(g)	with sound and safe workmanship and equipment.



 


		1.3	The obligations of the Contractor under or pursuant to this Deed shall not be released or diminished
by the appointment of any person by the Beneficiary to carry out any independent enquiry into any relevant matter provided that
nothing in this clause shall modify or affect any rights which the Contractor might have to claim contribution from any third party
whether under statute or at common law.



 


		2.	Prohibited Materials



 


		2.1	The Contractor warrants and undertakes that it shall carry out and complete the Works (as defined
in the Building Contract) (including any rectification of any Defect (as defined in the Building Contract)) seeing that it has
not specified or used or authorised or permitted to be used or specified nor shall it specify or use or authorise or permit to
be used or specified in relation to the Works (as defined in the Building Contract) any Prohibited Materials (as defined in the
Building Contract) and shall, when requested by the Beneficiary, issue to any person as the Beneficiary may reasonably require,
a certificate stating (to the best of the Contractor's knowledge and belief) that the provisions of this clause have been complied
with.



 


		2.2	Furthermore, the Contractor shall notify the Beneficiary, prior to the date of the Final Certificate
of the Building Contract, promptly in writing if it becomes aware of any specification or use in the Works (as defined in the Building
Contract) of any Prohibited Materials (as defined in the Building Contract).



 


		3.	Licence to use documents



 


		3.1	The Contractor grants to the Beneficiary an irrevocable, non-terminable, royalty free, freely assignable
licence to copy and use all Documentation (as defined in the Building Contract) prepared by or on behalf of the Contractor in connection
with the Building Contract and to reproduce the designs and content of such Documentation for any purpose whatsoever connected
with the Works (as defined in the Building Contract) including, without limitation, the construction, completion, reconstruction,
modification, alteration, manufacture, letting advertisement, promotion, extension, reinstatement, operation, maintenance, sale,
use and repair of the Works (as defined in the Building Contract). Such licence shall include the right to grant sub-licences to
any person.



 


		3.2	[The Contractor shall grant to or obtain for the Beneficiary an irrevocable royalty-free licence
to use for the lifetime of the Plant all Contractor's Software (each as defined in the Building Contract) necessary for the operation
or maintenance of the Plant.]



 




    
	 
 
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		3.3	In the event that the Building Contract is terminated for any reason or otherwise comes to an end
the Contractor hereby agrees that the licence[s] granted in Clause[s] 3.1 [and 3.2] shall continue in all respects and shall not
be affected by such termination.



 


		3.4	The Contractor agrees on request at any time to give the Beneficiary or any persons authorised
by the Beneficiary access to the Documentation and to provide the Beneficiary with copies of the Documentation provided that the
Beneficiary pays the reasonable copying costs of the Contractor.



 


		3.5	The Contractor warrants to the Beneficiary that the Contractor has full rights and liberty to enter
into the obligations contained in Clause[s] 3.1 [and 3.2] without restriction or limitation. The Contractor indemnifies the Beneficiary
against any claims brought by any third party against the Beneficiary and any Losses (as defined in the Building Contract arising
therefrom which are occasioned and/or incurred by any breach by the Contractor of this clause.



 


		4.	Insurance of Obligations



 


		4.1	The Contractor hereby covenants with the Beneficiary that it will maintain with reputable insurers
carrying on business in the European Union from the date hereof, for a period expiring no earlier than 12 years after the date
of Take Over of the Works (as defined in the Building Contract), professional indemnity insurance to provide cover without unusual
or onerous conditions, exclusions or material excesses and with a limit of indemnity of not less than £10,000,000 in the
aggregate and it will provide to the Beneficiary within 10 working days of the Beneficiary’s written request, made not more
than once in each year, written confirmation from an independent company of insurance brokers that the Contractor has such insurance
as aforesaid in force for a period to be specified in the written confirmation and also provided that such insurance remains available
on commercially reasonable rates and terms.



 


		4.2	If the Contractor fails to produce satisfactory evidence that it has obtained and maintained the
professional indemnity insurance required by this Clause 4, the Beneficiary shall be free, having given 7 days’ notice of
its intention, to provide and maintain such insurance and pay the premium as may be necessary for that purpose. The cost of such
premium shall be reimbursed by the Contractor within 28 days of being notified of the amount.



 


		5.	confidentiality



 


		5.1	“Confidential Information” shall mean all Documentation (as defined in the Building
Contract) and other technical or commercial information in any form obtained directly or indirectly from the Contractor by the
Beneficiary, or which is generated by the Contractor in connection with the Building Contract, whether before or after the date
of the Building Contract other than information:



 


		(a)	which is or becomes publicly available other than by any unauthorised action of either of the parties
to the Building Contract or this Deed; or



 


		(b)	which is or comes into the possession of one party other than in breach of a duty of confidence
to the other party; or



 


		(c)	which is expressly approved for disclosure by the party to whom the information relates.



 




    
	 
 
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		5.2	Except as permitted in Clause 3 of this Deed, the Beneficiary shall not, without the previous consent
of the Contractor, use, publish or disclose to any person, nor cause nor permit any of his Affiliates (as defined in the Building
Contract) or personnel to use, publish or disclose any Confidential Information obtained from the Contractor other than for the
performance of his duties under this Deed.



 


		5.3	The Beneficiary shall not take or permit to be taken any photograph or other image of the whole
or any part of the Plant (as defined in the Building Contract) or any other property of the Contractor or his Affiliates, or any
physical or virtual model of it, without the prior consent of the Contractor. Any such photograph or other image shall be regarded
as Confidential Information within the terms of Sub-Clause 5.1. No photograph or other image so taken shall be used for the purposes
of publicity without the prior consent of the Contractor.



 


		5.4	This Clause 5 shall survive and remain in full force for a period of ten years following the issue
of the last Final Certificate (as defined in the Building Contract) under Clause 38 (Final Certificate) of the Building Contract
or final Default Certificate (as defined in the Building Contract) under Clause 44 (Termination for Contractor’s Default)
of the Building Contract unless otherwise stated in any Special Condition of the Building Contract.



 


		6.	Assignment of benefit of this deed



 


The benefit of this Deed may
be assigned by the Beneficiary on two occasions only subject to the prior written consent of the Contractor (such consent not to
be unreasonably withheld or delayed). The Contractor shall not without the prior written consent of the Beneficiary (such consent
not to be unreasonably withheld or delayed) assign any benefit under this Deed to any other person in whole or in part.


 


		7.	Notices



 


Any notice to be given under
the terms of this Deed shall be deemed to be duly given if it is delivered by hand at or sent by special delivery to the above
mentioned addresses of the parties hereto or other business addresses for the time being and in the case of such notices sent by
special delivery the same shall be deemed to have been received two days after being posted excluding Saturdays, Sundays and statutory
holidays.


 


		8.	Governing law



 


This Deed shall be governed
and construed in all respects in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction
of the English Courts.


 


		9.	Third party rights



 


Save as provided for in Clause
6 (Assignment of Benefit of this Deed), no person may enforce any term of this Deed by virtue of the Contracts (Rights of Third
Parties) Act 1999.


 


		10.	Limitation of liabilities



 


		10.1	The rights and benefits conferred upon the Beneficiary by this Deed shall in no way exceed the
rights and remedies it would have against the Contractor if the Beneficiary had been named the employer under the Building Contract.



 


		10.2	No proceedings shall be commenced under this Deed after the expiration of 12 years from the date
of the Take Over Certificate (as defined in the Building Contract).



 




    
	 
 
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		11.	Invalidity



 


If all or any part of any provision
of this Deed shall be or become illegal, invalid or unenforceable in any respect, then the remainder of that provision and/or all
other provisions of this Deed shall remain valid and enforceable.


 


		12.	Concurrence of the employer



 


The Employer has joined in
this Deed to confirm its concurrence to the above arrangements.


 




    
	 
 
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SIGNATURE PAGE TO CONTRACTOR’S
WARRANTY


 


IN WITNESS THIS DEED has been
executed by the parties and is intended to be and is delivered on the date appearing on the first page.


 


	EXECUTED as a deed by the Contractor	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 
	 	 	 
	EXECUTED as a deed by the Beneficiary	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 
	 	 	 
	EXECUTED as a deed by the Employer	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 


 




    
	 
 
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		22.2	GW-Austins Sched 22 Part B Subcontractor_Collateral_Warranty



 


	Dated	201


 


THE AUSTIN COMPANY OF (U.K.) LIMITED


 


- and -


 


GW PHARMA LIMITED


 


- and -


 


[THE SUBCONTRACTOR]


 


 






 


Subcontractor’s
Warranty


 


in relation to


 


Design, Construction,


Testing and Commissioning of GW Pharma Building
750b.


and Process Equipment at Kent Science Park


 


 






 




    
	 
 
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	This Deed of Warranty is made as a deed on	
        201



 


Between:


 


		(1)	THE AUSTIN COMPANY OF (U.K.) LIMITED (registered number 00343451), a company incorporated
in in England and Wales and whose registered address is Cardinal Point, Park Road, Rickmansworth, Hertfordshire WD3 1RE (the "Main
Contractor");



 


		(2)	GW Pharma Limited (registered number 03704998) whose registered office is at Sovereign House,
Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ (the "Beneficiary"); and



 


		(3)	[                   ] (registered number [                   ]) whose registered
office is at [                   ] (the "Subcontractor").



 


Whereas:


 


		(A)	By a contract dated             (the
"Building Contract") the Beneficiary has engaged the Main Contractor to carry out the Works (as defined in the
Building Contract) at the site known as Building 750b, Kent Science Park, Sittingbourne, Kent ME9
8EF (the "Property");



 


		(B)	By a subcontract
dated              (the "Subcontract") the Main Contractor has engaged the Subcontractor
to carry out part of the Main Contractor's Works as detailed in [Work Package [●] [insert work package number or description]]3
(the "Subcontract Works").



 


It
is agreed:


 


In consideration of the payment by the
Beneficiary to the Main Contractor and the Subcontractor of one pound (£1), receipt of which is hereby acknowledged.


 


		1.	DEFINITIONS



 


		(a)	“Defect” means any work done or any Materials or the Subcontract Works or any
part of it which does not comply with the Subcontract, provided that such matter shall not be a Defect if it is caused by:



 


		(i)	Normal wear and tear



 


		(ii)	A failure by the Beneficiary to operate and maintain the Subcontract Works in accordance with any
operating and maintenance manuals provided by the Subcontractor and/or with Good Industry Practices.



 


		(b)	“Documentation” means any relevant documents in paper or electronic form, including
drawings, technical software, images designs, manuals or records.



 


 






 


		3	Amend to describe the work package or work in question. Particularly important if one subcontractor
is working on multiple work packages.



 




    
	 
 
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		(c)	“Good Industry Practices” means in respect of the Subcontract Works using the
standards, practices, methods, procedures, complying with Legislation and exercising the Standard of Care which would be expected
from a contractor engaged in the provision of works and services similar in size, scope, type, nature and complexity to those required
by the Subcontract.



 


		(d)	“Legislation” means all applicable laws, statutes, bye-laws, regulations and
other measures having the force of law as amended and in force from time to time, including any legislation which re-enacts or
consolidates it, with or without modification.



 


		(e)	"Losses" means all damage, losses, liabilities, claims, actions, costs, expenses
(including the cost of legal or professional services, legal costs being on an agent/client, client paying basis), proceedings,
demands and charges whether arising under statute, contract or at common law.



 


		(f)	“Materials” means machinery, plant and/or Subcontract Works and other items
of equipment and materials intended to form part of the Subcontract Works and other things needed in its operation excluding software,
to be supplied by the Subcontractor under the Subcontract.



 


		(g)	"Prohibited Materials" means any substances, processes or methods of working which
are:



 


		(i)	contrary to the recommendations in the latest edition of "Good Practice in the Selection
of Construction Materials" published by the British Council for Offices at the time of such specification or use; and/or



 


		(ii)	are substances, processes or methods of working generally known at the time of specification or
use to be:



 


		(1)	deleterious to health and safety;



 


		(2)	pose a hazard to health and safety including to the health and safety of those undertaking the
Subcontract Works, repairing, occupying, using, cleaning and/or maintaining the Subcontract Works;



 


		(3)	deleterious to the durability of the Subcontract Works in the particular circumstances in which
they are used including but not limited to the structural stability, durability, performance or physical integrity of the Subcontract
Works; and/or



 


		(4)	harmful to life, health or the environment in the circumstances in which they are used.



 


		(h)	“Subcontractor’s Software” means software owned by the Subcontractor.



 


		(i)	"Standard of Care" means in relation to the design of the Subcontract Works all
the reasonable skill, care, and diligence to be expected of a professionally qualified and competent designer of the relevant discipline
engaged in projects of a similar size, scope, type, nature and complexity to those required by the Subcontract.



 


		(j)	“Third Party Software” means software owned by a third party.



 




    
	 
 
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		13.	Warranty of performance



 


		13.1	The Subcontractor warrants that it has carried out and will at all times continue to carry out
the Subcontract Works and its duties and obligations under the Subcontract in accordance with the Subcontract.



 


		13.2	Without limiting Clause 2.1, the Subcontractor warrants and undertakes to the Beneficiary that
is has carried out and shall carry out and complete the Subcontract Works:



 


		(a)	in accordance with the Subcontract (as altered or modified in accordance with the terms set out
herein);



 


		(b)	in accordance with applicable Legislation;



 


		(c)	using the Standard of Care;



 


		(d)	using Good Industry Practices;



 


		(e)	seeing that it has not specified or used nor shall it authorise or permit to be used or specified
in relation to the Subcontract Works any substances, processes or methods of working that are not in accordance with British Standards
(or their European Union equivalent), codes of practice current at the time of specification or use;



 


		(f)	using Materials which are new and of sound and satisfactory quality and all workmanship, manufacture
and/or fabrication will be to the standard consistent with the intended uses of the Subcontract Works as stated in the Subcontract;



 


		(g)	for the full, efficient, economic and safe commercial operation of the Subcontract Works [(as defined
in the Subcontract)] in accordance with the applicable Legislation and the requirements of the Subcontract; and



 


		(h)	with sound and safe workmanship and equipment.



 


		13.3	The obligations of the Subcontractor under or pursuant to this Deed shall not be released or diminished
by the appointment of any person by the Beneficiary to carry out any independent enquiry into any relevant matter provided that
nothing in this clause shall modify or affect any rights which the Subcontractor might have to claim contribution from any third
party whether under statute or at common law.



 


		14.	Prohibited Materials



 


		14.1	The Subcontractor warrants and undertakes that it shall carry out and complete the Subcontract
Works (including any rectification of any Defect (as defined in the Subcontract)) seeing that it has not specified or used or authorised
or permitted to be used or specified nor shall it specify or use or authorise or permit to be used or specified in relation to
the Subcontract Works any Prohibited Materials and shall, when requested by the Beneficiary, issue to any person as the Beneficiary
may reasonably require, a certificate stating (to the best of the Subcontractor's knowledge and belief) that the provisions of
this clause have been complied with.



 


		14.2	Furthermore, the Subcontractor shall notify the Beneficiary promptly in writing if it becomes aware
of any specification or use in the Subcontract Works of any Prohibited Materials.



 




    
	 
 
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		15.	Licence to use documents



 


		15.1	The Subcontractor grants to the Beneficiary an irrevocable, non-terminable, royalty free, freely
assignable licence to copy and use all Documentation prepared by or on behalf of the Subcontractor in connection with the Subcontract
and to reproduce the designs and content of such Documentation for any purpose whatsoever connected with the Subcontract Works
including, without limitation, the construction, completion, reconstruction, modification, alteration, manufacture, letting advertisement,
promotion, extension, reinstatement, operation, maintenance, sale, use and repair of the Subcontract Works. Such licence shall
include the right to grant sub-licences to any person.



 


		15.2	The Subcontractor shall grant to or obtain for the Beneficiary an irrevocable royalty-free licence
to use for the lifetime of the Plant all Third Party Software and Subcontractor Software necessary for the operation or maintenance
of the Plant.



 


		15.3	In the event that the Subcontract is terminated for any reason or otherwise comes to an end the
Subcontractor hereby agrees that the licence[s] granted in Clause[s] 4.1 and 4.2 shall continue in all respects and shall not be
affected by such termination.



 


		15.4	The Subcontractor agrees on request at any time to give the Beneficiary or any persons authorised
by the Beneficiary access to the Documentation and to provide the Beneficiary with copies of the Documentation provided that the
Beneficiary pays the reasonable copying costs of the Subcontractor.



 


		15.5	The Subcontractor warrants to the Beneficiary that the Subcontractor has full rights and liberty
to enter into the obligations contained in Clause[s] 4.1 and 4.2 without restriction or limitation. The Subcontractor indemnifies
the Beneficiary against any claims brought by any third party against the Beneficiary and any Losses arising therefrom which are
occasioned and/or incurred by any breach by the Subcontractor of this clause.



 


		16.	Insurance of Obligations



 


		16.1	The Subcontractor hereby covenants with the Beneficiary that it will maintain with reputable insurers
carrying on business in the European Union from the date hereof, for a period expiring no earlier than 12 years after the date
of Practical Completion of the Subcontract Works, professional indemnity insurance / product liability insurance to provide cover
without unusual or onerous conditions, exclusions or material excesses and with a limit of indemnity of not less than [£5,000,000]4
in the aggregate and it will provide to the Beneficiary within 10 working days of the Beneficiary’s written request, made
not more than once in each year, written confirmation from an independent company of insurance brokers that the Subcontractor has
such insurance as aforesaid in force for a period to be specified in the written confirmation.



 


		16.2	The Subcontractor shall within 14 days of any written request produce to the Beneficiary satisfactory
documentary evidence of its insurance cover.



 


		16.3	If the Subcontractor fails to produce satisfactory evidence that it has obtained and maintained
the professional indemnity insurance required by this Clause 5, the Beneficiary shall be free, having given 7 days’ notice
of its intention, to provide and maintain such insurance and pay the premium as may be necessary for that purpose. The cost of
such premium shall be reimbursed by the Subcontractor within 28 days of being notified of the amount.



 


 








 


		4	Amend to reflect the amount required under the Building Contract.



 




    
	 
 
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		17.	Takeover



 


		17.1	The Subcontractor shall not exercise or seek to exercise any right which may be or become available
to it to terminate or treat as terminated the Subcontract or its employment thereunder or discontinue or suspend the performance
of any of its duties or obligations thereunder or treat the Subcontract as determined without first giving to the Beneficiary not
less than 35 days prior written notice of its intention to do so (the "Subcontractor’s Notice") specifying
the Subcontractor’s grounds for terminating or treating as terminated the Subcontract or its employment thereunder or discontinuing
or suspending its performance as aforesaid or treating the Subcontract as determined (save that the Subcontractor shall be entitled
to exercise its statutory rights (taking account the terms of the Subcontract) to suspend on serving simultaneous notice to the
Main Contractor and the Beneficiary).



 


		17.2	Within 35 days of:



 


		(a)	the date of the Subcontractor’s Notice; or



 


		(b)	the automatic determination of the Subcontract pursuant to any of its provisions,



 


the Beneficiary may give written
notice to the Subcontractor (a "Novation Notice") that the Beneficiary or its appointee shall henceforth become
the Main Contractor under the Subcontract in accordance with the terms of Clause 6.3 below.


 


		17.3	With effect from the date of the service of any Novation Notice:



 


		(a)	the Beneficiary or its appointee shall be substituted in the Subcontract as the employer thereunder
in place of the Main Contractor and references in the Subcontract to the employer shall be construed as references to the Beneficiary
or its appointee;



 


		(b)	the Subcontractor shall be bound to continue with the performance of its duties and obligations
under the Subcontract and any exercise or purported exercise by the Subcontractor prior to the date of the Novation Notice of any
right to terminate or treat as terminated the Subcontract or its employment thereunder or to discontinue or suspend the performance
of any of its duties or obligations thereunder or to treat the Subcontract as determined shall be of no effect;



 


		(c)	the Beneficiary shall become bound by the terms and conditions of the Subcontract in respect of
all obligations and duties of the Main Contractor thereunder which fall to be performed after the date of the Novation Notice and
shall as soon as practicable thereafter make payment of any amounts properly due to the Subcontractor as at the date of the Novation
Notice and still outstanding;



 


		17.4	the Main Contractor shall be released from further performance of the duties and obligations of
the employer under the Subcontract after the date of the Novation Notice, but without prejudice to any rights and remedies of the
Subcontractor against the Main Contractor in respect of any matter or thing done or omitted to be done by the Main Contractor on
or before the date of the Novation Notice.



 


		18.	The Beneficiary’s obligations to Subcontractor



 


Notwithstanding anything contained
in this Deed and notwithstanding any payments which may be made by the Beneficiary to the Subcontractor, the Beneficiary shall
not be under any obligation to the Subcontractor unless the Beneficiary shall have served a Novation Notice pursuant to Clause
6.


 




    
	 
 
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		19.	Assignment of benefit of this deed



 


The benefit of this Deed may
be assigned by the Beneficiary on two occasions only subject to the prior written consent of the Subcontractor (such consent not
to be unreasonably withheld or delayed). The Subcontractor shall not without the prior written consent of the Beneficiary (such
consent not to be unreasonably withheld or delayed) assign any benefit under this Deed to any other person in whole or in part.


 


		20.	Agreements with
third parties



 


The Subcontractor shall at
their own cost within 14 days of receipt of a request from the Beneficiary to do so enter into deeds substantially in the form
of this Deed [excluding Clause 6 (Takeover), Clause 7 (The Beneficiary’s obligations to Subcontractor) and] this clause in
favour of:


 


		(a)	any purchaser and any lessee of the whole or any part of the Property; and



 


		(b)	any party providing finance for the Property and deliver the same to the Beneficiary duly executed.



 


		21.	Notices



 


Any notice to be given under
the terms of this Deed shall be deemed to be duly given if it is delivered by hand at or sent by special delivery to the above
mentioned addresses of the parties hereto or other business addresses for the time being and in the case of such notices sent by
special delivery the same shall be deemed to have been received two days after being posted excluding Saturdays, Sundays and statutory
holidays.


 


		22.	Governing law



 


This Deed shall be governed
and construed in all respects in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction
of the English Courts.


 


		23.	Third party rights



 


Save as provided for in Clause
8 (Assignment of Benefit of this Deed), no person may enforce any term of this Deed by virtue of the Contracts (Rights of Third
Parties) Act 1999.


 


		24.	Concurrent liabilities



 


The
rights and benefits conferred upon the Beneficiary by this Deed are in addition to any other rights and remedies it may have against
the Subcontractor including without prejudice to the generality of the foregoing any remedies in negligence.


 


		25.	Limitation of liabilities



 


		25.1	The rights and benefits conferred upon the Beneficiary by this Deed shall in no way exceed the
rights and remedies it would have against the Subcontractor if the Beneficiary had been named the employer under the Subcontract.



 


		14.2	No proceedings shall be commenced under this Deed after the expiration of 12 years from the date
of the Take Over Certificate (as defined in the Building Contract).



 




    
	 
 
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		26.	Invalidity



 


If all or any part of any provision
of this Deed shall be or become illegal, invalid or unenforceable in any respect, then the remainder of that provision and/or all
other provisions of this Deed shall remain valid and enforceable.


 


		27.	Concurrence of the Main Contractor



 


The Main Contractor has joined
in this Deed to confirm its concurrence to the above arrangements.


 


SIGNATURE PAGE TO SUBCONTRACTOR’S
WARRANTY


 


IN WITNESS THIS DEED has been
executed by the parties and is intended to be and is delivered on the date appearing on the first page.


 


	EXECUTED as a deed by the Main Contractor	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 
	 	 	 
	EXECUTED as a deed by the Beneficiary	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 


 




    
	 
 
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	EXECUTED as a deed by the Subcontractor	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 


 


	 	22.3	Part C Sub-subcontractor_Collateral_Warranty




 


	Dated	201


 


[THE SUBCONTRACTOR]


 


- and -


 


GW PHARMA LIMITED


 


- and -


 


[THE SUB-SUBCONTRACTOR]


 


 






 


Sub-subcontractor’s
Warranty


 


in relation to


 


Design, Construction,


Testing and Commissioning of GW Pharma Building
750b.


and Process Equipment at Kent Science Park


 


 






 




    
	 
 
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	This Deed of Warranty is made as a deed on	201


 


Between:


 


		(1)	[                        ] (registered number [                        ]) whose registered
office is at [                        ] (the "Subcontractor");



 


		(2)	GW PHARMA LIMITED (registered number 03704998) whose registered office is at Sovereign House,
Vision Park, Chivers Way, Histon, Cambridge CB24 9BZ (the "Beneficiary")]5;
and



 


		(3)	[                        ] (registered number [                        ]) whose registered
office is at [                        ] (the "Sub-subcontractor").



 


Whereas:


 


		(A)	By a contract dated             (the
"Building Contract") the Beneficiary has engaged The Austin Company of (U.K.) Limited (the "Main Contractor")
to carry out the Works (as defined in the Building Contract) at the site known as Building 750b,
Kent Science Park, Sittingbourne, Kent ME9 8EF (the "Property");



 


		(B)	By a subcontract dated                         (the "Subcontract") the Main Contractor has
                                                             engaged the Subcontractor to carry out part of the Main Contractor's Works (the "Subcontract Works");
                                                             and



 


		(C)	By a sub-subcontract dated                  (the "Sub-subcontract") the Subcontractor has engaged
the Sub-subcontractor to carry out part of the Main Contractor's Works as detailed in [Work Package [●] [insert work package
number or description]]6 (the
"Sub-subcontract Works").



 


It
is agreed:


 


In consideration of the payment by the
Beneficiary to the Subcontractor and the Sub-subcontractor of one pound (£1), receipt of which is hereby acknowledged.


 


		28.	DEFINITIONS



 


		(a)	“Defect” means any work done or any Materials or the Sub-subcontract Works or
any part of it which does not comply with the Sub-subcontract, provided that such matter shall not be a Defect if it is caused
by:



 


		(i)	Normal wear and tear



 


		(ii)	A failure by the Beneficiary to operate and maintain the Sub-subcontract Works in accordance with
any operating and maintenance manuals provided by the Sub-subcontractor and/or with Good Industry Practices.



 


 






 


		5	Delete for use under the building contract between GW Pharma Limited and the Main Contractor ("Process
Build Contract") or if the Beneficiary is another third party.



		6	Amend to describe the work package or work in question. Particularly important if the subcontractor
is working on multiple work packages.



 




    
	 
 
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		(b)	“Documentation” means any relevant documents in paper or electronic form, including
drawings, technical software, images designs, manuals or records.



 


		(c)	“Good Industry Practices” means in respect of the Sub-subcontract Works using
the standards, practices, methods, procedures, complying with Legislation and exercising the Standard of Care which would be expected
from a contractor engaged in the provision of works and services similar in size, scope, type, nature and complexity to those required
by the Sub-subcontract.



 


		(d)	“Legislation” means all applicable laws, statutes, bye-laws, regulations and
other measures having the force of law as amended and in force from time to time, including any legislation which re-enacts or
consolidates it, with or without modification.



 


		(e)	"Losses" means all damage, losses, liabilities, claims, actions, costs, expenses
(including the cost of legal or professional services, legal costs being on an agent/client, client paying basis), proceedings,
demands and charges whether arising under statute, contract or at common law.



 


		(f)	“Materials” means machinery, plant and/or Sub-subcontractor Works, and other
items of equipment and materials intended to form part of the Sub-subcontract Works and other things needed in its operation excluding
software, to be supplied by the Sub-subcontractor under the Sub-subcontract.



 


		(g)	"Prohibited Materials" means any substances, processes or methods of working which
are:



 


		(i)	contrary to the recommendations in the latest edition of "Good Practice in the Selection
of Construction Materials" published by the British Council for Offices at the time of such specification or use; and/or



 


		(ii)	are substances, processes or methods of working generally known at the time of specification or
use to be:



 


		(1)	deleterious to health and safety;



 


		(2)	pose a hazard to health and safety including to the health and safety of those undertaking the
Sub-subcontract Works, repairing, occupying, using, cleaning and/or maintaining the Sub-subcontract Works;



 


		(3)	deleterious to the durability of the Sub-subcontract Works in the particular circumstances in which
they are used including but not limited to the structural stability, durability, performance or physical integrity of the Sub-subcontract
Works; and/or



 


		(4)	harmful to life, health or the environment in the circumstances in which they are used.



 


		(h)	“Sub-subcontractor Software” means software owned by the Sub-subcontractor.



 




    
	 
 
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		(i)	"Standard of Care" means in relation to the design of the Sub-subcontract Works
all the reasonable skill, care, and diligence to be expected of a professionally qualified and competent designer of the relevant
discipline engaged in projects of a similar size, scope, type, nature and complexity to those required by the Sub-subcontract.



 


		(j)	“Third Party Software” means software owned by a third party.



 


		29.	Warranty of performance



 


		29.1	The Sub-subcontractor warrants that it has carried out and will at all times continue to carry
out the Sub-subcontract Works and its duties and obligations under the Sub-subcontract in accordance with the Sub-subcontract.



 


		29.2	Without limiting Clause 2.1, the Sub-subcontractor warrants and undertakes to the Beneficiary that
is has carried out and shall carry out and complete the Sub-subcontract Works:



 


		(a)	in accordance with the Sub-subcontract (as altered or modified in accordance with the terms set
out herein);



 


		(b)	in accordance with applicable Legislation;



 


		(c)	using the Standard of Care;



 


		(d)	using Good Industry Practices;



 


		(e)	seeing that it has not specified or used nor shall it authorise or permit to be used or specified
in relation to the Sub-subcontract Works any substances, processes or methods of working that are not in accordance with British
Standards (or their European Union equivalent), codes of practice current at the time of specification or use;



 


		(f)	using Materials which are new and of sound and satisfactory quality and all workmanship, manufacture
and/or fabrication will be to the standard consistent with the intended uses of the Sub-subcontract Works as stated in the Sub-subcontract;



 


		(g)	seeing the full, efficient, economic and safe commercial operation of the Sub-subcontract Works
in accordance with the applicable Legislation and the requirements of the Sub-subcontract; and



 


		(h)	with sound and safe workmanship and equipment.



 


		29.3	The obligations of the Sub-subcontractor under or pursuant to this Deed shall not be released or
diminished by the appointment of any person by the Beneficiary to carry out any independent enquiry into any relevant matter provided
that nothing in this clause shall modify or affect any rights which the Sub-subcontractor might have to claim contribution from
any third party whether under statute or at common law.



 




    
	 
 
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		30.	Prohibited Materials



 


		30.1	The Sub-subcontractor warrants and undertakes that it shall carry out and complete the Sub-subcontract
Works (including any rectification of any Defect) seeing that it has not specified or used or authorised or permitted to be used
or specified nor shall it specify or use or authorise or permit to be used or specified in relation to the Sub-subcontract Works
any Prohibited Materials and shall, when requested by the Beneficiary, issue to any person as the Beneficiary may reasonably require,
a certificate stating (to the best of the Sub-subcontractor's knowledge and belief) that the provisions of this clause have been
complied with.



 


		30.2	Furthermore, the Sub-subcontractor shall notify the Beneficiary promptly in writing if it becomes
aware of any specification or use in the Sub-subcontract Works of any Prohibited Materials.



 


		31.	Licence to use documents



 


		31.1	The Sub-subcontractor grants to the Beneficiary an irrevocable, non-terminable, royalty free, freely
assignable licence to copy and use all Documentation prepared by or on behalf of the Sub-subcontractor in connection with the Sub-subcontract
and to reproduce the designs and content of such Documentation for any purpose whatsoever connected with the Sub-subcontract Works
including, without limitation, the construction, completion, reconstruction, modification, alteration, manufacture, letting advertisement,
promotion, extension, reinstatement, operation, maintenance, sale, use and repair of the Sub-subcontract Works. Such licence shall
include the right to grant sub-licences to any person.



 


		31.2	[The Sub-subcontractor shall grant to or obtain for the Beneficiary an irrevocable royalty-free
licence to use for the lifetime of the Plant all Third Party Software and Sub-subcontractor Software necessary for the operation
or maintenance of the Plant.]



 


		31.3	In the event that the Sub-subcontract is terminated for any reason or otherwise comes to an end
the Sub-subcontractor hereby agrees that the licence[s] granted in Clause[s] 4.1 [and 4.2] shall continue in all respects and shall
not be affected by such termination.



 


		31.4	The Sub-subcontractor agrees on request at any time to give the Beneficiary or any persons authorised
by the Beneficiary access to the Documentation and to provide the Beneficiary with copies of the Documentation provided that the
Beneficiary pays the reasonable copying costs of the Sub-subcontractor.



 


		31.5	The Sub-subcontractor warrants to the Beneficiary that the Sub-subcontractor has full rights and
liberty to enter into the obligations contained in Clause[s] 4.1 [and 4.2] without restriction or limitation. The Sub-subcontractor
indemnifies the Beneficiary against any claims brought by any third party against the Beneficiary and any Losses arising therefrom
which are occasioned and/or incurred by any breach by the Sub-subcontractor of this clause.



 


		32.	Insurance of Obligations



 


		32.1	The Sub-subcontractor hereby covenants with the Beneficiary that it will maintain with reputable
insurers carrying on business in the European Union from the date hereof, for a period expiring no earlier than 12 years after
the date of Practical Completion of the Sub-subcontract Works, professional indemnity insurance to provide cover without unusual
or onerous conditions, exclusions or material excesses and with a limit of indemnity of not less than [£5,000,000]7
in the aggregate and it will provide to the Beneficiary within 10 working days of the Beneficiary’s written request, made
not more than once in each year, written confirmation from an independent company of insurance brokers that the Sub-subcontractor
has such insurance as aforesaid in force for a period to be specified in the written confirmation.



 


 



 


		7	Amend to reflect the amount required under the Building Contract.



 




    
	 
 
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		32.2	The Sub-subcontractor shall within 14 days of any written request produce to the Beneficiary satisfactory
documentary evidence of its insurance cover.



 


		32.3	If the Sub-subcontractor fails to produce satisfactory evidence that it has obtained and maintained
the professional indemnity insurance required by this Clause 5, the Beneficiary shall be free, having given 7 days’ notice
of its intention, to provide and maintain such insurance and pay the premium as may be necessary for that purpose. The cost of
such premium shall be reimbursed by the Sub-subcontractor within 28 days of being notified of the amount.



 


		33.	Takeover



 


		33.1	The Sub-subcontractor shall not exercise or seek to exercise any right which may be or become available
to it to terminate or treat as terminated the Sub-subcontract or its employment thereunder or discontinue or suspend the performance
of any of its duties or obligations thereunder or treat the Sub-subcontract as determined without first giving to the Beneficiary
not less than 35 days prior written notice of its intention to do so (the "Sub-subcontractor’s Notice")
specifying the Sub-subcontractor’s grounds for terminating or treating as terminated the Sub-subcontract or its employment
thereunder or discontinuing or suspending its performance as aforesaid or treating the Sub-subcontract as determined (save that
the Sub-subcontractor shall be entitled to exercise its statutory rights (taking account the terms of the Sub-subcontract) to suspend
on serving simultaneous notice to the Subcontractor and the Beneficiary).



 


		33.2	Within 35 days of:



 


		(a)	the date of the Sub-subcontractor’s Notice; or



 


		(b)	the automatic determination of the Sub-subcontract pursuant to any of its provisions,



 


the Beneficiary may give written
notice to the Sub-subcontractor (a "Novation Notice") that the Beneficiary or its appointee shall henceforth become
the Subcontractor under the Sub-subcontract in accordance with the terms of Clause 6.3 below.


 


		33.3	With effect from the date of the service of any Novation Notice:



 


		(a)	the Beneficiary or its appointee shall be substituted in the Sub-subcontract as the employer thereunder
in place of the Subcontractor and references in the Sub-subcontract to the employer shall be construed as references to the Beneficiary
or its appointee;



 




    
	 
 
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		(b)	the Sub-subcontractor shall be bound to continue with the performance of its duties and obligations
under the Sub-subcontract and any exercise or purported exercise by the Sub-subcontractor prior to the date of the Novation Notice
of any right to terminate or treat as terminated the Sub-subcontract or its employment thereunder or to discontinue or suspend
the performance of any of its duties or obligations thereunder or to treat the Sub-subcontract as determined shall be of no effect;



 


		(c)	the Beneficiary shall become bound by the terms and conditions of the Sub-subcontract in respect
of all obligations and duties of the Subcontractor thereunder which fall to be performed after the date of the Novation Notice
and shall as soon as practicable thereafter make payment of any amounts properly due to the Sub-subcontractor as at the date of
the Novation Notice and still outstanding;



 


		33.4	the Subcontractor shall be released from further performance of the duties and obligations of the
employer under the Sub-subcontract after the date of the Novation Notice, but without prejudice to any rights and remedies of the
Sub-subcontractor against the Subcontractor in respect of any matter or thing done or omitted to be done by the Subcontractor on
or before the date of the Novation Notice.



 


		34.	The Beneficiary’s obligations to Sub-subcontractor



 


Notwithstanding anything contained
in this Deed and notwithstanding any payments which may be made by the Beneficiary to the Sub-subcontractor, the Beneficiary shall
not be under any obligation to the Sub-subcontractor unless the Beneficiary shall have served a Novation Notice pursuant to Clause
6.


 


		35.	Assignment of benefit of this deed



 


The Beneficiary may at any
time assign, charge or transfer the benefit of this Deed in whole or in part to any entity without the consent of the Sub-subcontractor
being required. The Sub-subcontractor shall not without the prior written consent of the Beneficiary assign any benefit under this
Deed to any other person in whole or in part.


 


		36.	Agreements with
third parties



 


The Sub-subcontractor shall
at their own cost within 14 days of receipt of a request from the Beneficiary to do so enter into deeds substantially in the form
of this Deed [excluding Clause 6 (Takeover), Clause 7 (The Beneficiary’s obligations to Sub-subcontractor) and] this clause
in favour of:


 


		(a)	any purchaser and any lessee of the whole or any part of the Property; and



 


		(b)	any party providing finance for the Property and deliver the same to the Beneficiary duly executed.



 


		37.	Notices



 


Any notice to be given under
the terms of this Deed shall be deemed to be duly given if it is delivered by hand at or sent by recoded delivery to the above
mentioned addresses of the parties hereto or other business addresses for the time being and in the case of such notices sent by
recorded delivery the same shall be deemed to have been received two days after being posted excluding Saturdays, Sundays and statutory
holidays.


 




    
	 
 
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		38.	Governing law



 


This Deed shall be governed
and construed in all respects in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction
of the English Courts.


 


		39.	Third party rights



 


Save as provided for in Clause
8 (Assignment of Benefit of this Deed), no person may enforce any term of this Deed by virtue of the Contracts (Rights of Third
Parties) Act 1999.


 


		40.	Concurrent liabilities



 


The
rights and benefits conferred upon the Beneficiary by this Deed are in addition to any other rights and remedies it may have against
the Sub-subcontractor including without prejudice to the generality of the foregoing any remedies in negligence.


 


		41.	Limitation of liabilities



 


		41.1	The rights and benefits conferred upon the Beneficiary by this Deed shall in no way exceed the
rights and remedies it would have against the Sub-subcontractor if the Beneficiary had been named the employer under the Sub-subcontract.



 


		41.2	No proceedings shall be commenced under this Deed after the expiration of 12 years from the date
of the Take Over Certificate (as defined in the Building Contract).



 


		42.	Invalidity



 


If all or any part of any provision
of this Deed shall be or become illegal, invalid or unenforceable in any respect, then the remainder of that provision and/or all
other provisions of this Deed shall remain valid and enforceable.


 


		43.	Concurrence of the Subcontractor



 


The Subcontractor has joined
in this Deed to confirm its concurrence to the above arrangements.


 




    
	 
 
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SIGNATURE PAGE TO SUB-SUBCONTRACTOR’S
WARRANTY


 


IN WITNESS THIS DEED
has been executed by the parties and is intended to be and is delivered on the date appearing on the first page.


 


	EXECUTED as a deed by the Subcontractor	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 
	 	 	 
	EXECUTED as a deed by the Beneficiary	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 
	 	 	 
	EXECUTED as a deed by the Sub-subcontractor	 	)
	acting by:	 	)
	 	 	 
	 	 	 
	Signature of Director	 	 
	 	 	 
	 	 	 
	Name of Director (printed)	 	 
	 	 	 
	 	 	 
	Signature of Director/Secretary	 	 
	 	 	 
	 	 	 
	Name of Director/Secretary (printed)	 	 


 




    
	 
 
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		23.0	Schedule 23: Third Party Agreements (Clause 3.16)



 


Reserved rights of Landlord


Part 2 –
Rights Reserved


 


THE
REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 


[***]


 




    
	 
 
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