Exhibit
10.33


 


DATED
10 May 2006


 


 


(1)  ACCELRYS LIMITED


 


(2)  QUALCOMM CAMBRIDGE LIMITED


 


(3)  ACCELRYS INC


 


 


UNDERLEASE


 


 


of
premises known as


 


335
Cambridge Science Park


Milton
Road


Cambridge


 


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LR1. Date of
lease:


 


LR2. Title number(s)                                                                                 None


 


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


 


LR2.2 Other
title numbers                    None


 


LR3. Parties
to this Underlease


 


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


 


Tenant:    QUALCOMM CAMBRIDGE LIMITED whose registered office is at 20/22 Bedford Row London
WC1R 4JS


 


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


 


LR4.
Property


 


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


 


See the
definition of “Demised Premises” in the First
Schedule of this Underlease


 


LR5.
Prescribed statements, etc:  None


 


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


 


LR7. Premium: None


 


LR8.
Prohibitions or restrictions on disposing of this Underlease:


 


This
Underlease contains a provision that prohibits or restricts dispositions


 


LR9. Rights
of acquisition etc.


 


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


 


LR9.2 Tenant’s covenant to (or
offer to) surrender this Underlease:  None


 


LR9.3 Landlord’s contractual
rights to acquire this Underlease:  None


 


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LR10. Restrictive covenants
given in this Underlease by the Landlord in respect of land other than the
Property:  None


 


LR11.
Easements


 


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


 


LR11.2 Easements granted or
reserved by this Underlease over the Property for the benefit of other property:  The easements specified in
the Third Schedule to this Underlease


 


LR12. Estate
rent charge burdening the Property:  None


 


LR13. Application
for standard form of restriction:  None


 


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


 


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THIS UNDERLEASE is made the 10th
day of May 2006


 


Landlord’s Title Number:  None


 


Administrative Area: Cambridge :
Cambridgeshire


 


BETWEEN:


 


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


 


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


 


(3)                                 ACCELRYS INC incorporated
in the State of California  whose
principal place of business is 10188 Telesis Court Suite 100 San Diego
CA92121-4779  (“the Landlord’s Guarantor”)


 


NOW THIS UNDERLEASE WITNESSES as
follows:


 


1.                                      DEFINITIONS


 


In this
Underlease, unless the context otherwise requires,  the following expressions shall have the
following meanings:


 


“Annual Rent” the rent
hereby first reserved subject to review pursuant to the Fourth Schedule


 


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


 


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


 


“Computing Date” means the
10th day of May in every year of the Term


 


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


 


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


 


“Demised Premises” means
the Demised Premises described in the First Schedule


 


“Encumbrances” means the
obligations and encumbrances contained or referred to in the documents
specified in the Fifth Schedule


 


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


 


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


 


“Landlord’s Surveyor” means
any person appointed by the Landlord to perform the function of a surveyor or
accountant for any purpose in this Underlease but does not include the surveyor
referred to in the Fourth Schedule


 


“Permitted Part” means the
entirety of each floor of the Demised Premises (excluding any facilities
required to be shared jointly between the two floors)


 


“Quarter Days” means
25  March 
24  June  29 
September and  25 December in
every year and “Quarter Days” means any of them


 


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“Retained Property” means
that part of the Building comprised in the Headlease but not forming part of
the Demised Premises


 


“Services” means the
services set out in the Sixth Schedule


 


“Service Charge” means all
sums payable by the Tenant by way of rent under clause 7


 


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


 


“Service Charge Period”
means


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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“Warning Notice” means a
notice relating to the tenancy created by this Underlease in a form compliant
with the requirements of Schedule 1 of the 2003 Order


 


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


 


“1954 Act” means the
Landlord and Tenant Act 1954 (as amended)


 


“1995 Act” means the
Landlord and Tenant (Covenants) Act 1995


 


“2003 Order” means the
Regulatory Reform (Business Tenancies) (England and Wales) Order 2003


 


2.                                      INTERPRETATION


 


In this
Underlease, unless the context otherwise requires:


 


2.1                               words
importing any gender include every gender


 


2.2                               words
importing the singular number include the plural and vice versa


 


2.3                               words
importing persons include firms companies and corporations and vice versa


 


2.4                               any
obligation undertaken by two or more persons jointly shall be deemed to be
undertaken jointly and severally


 


2.5                               headings
in this Underlease shall not affect its interpretation


 


2.6                               any
reference to a statute shall include any amendment to or re-enactment of such
statute for the time being in force and all orders notices regulations bye-laws
directions instruments codes of practice consents and permissions made or
issued under it


 


2.7                               any
reference to the doing or permitting of any act or thing by the Landlord or the
Tenant includes the doing or permitting of that act or thing whether


 


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directly
or indirectly by any agent servant workman contractor or employee engaged by
either of them


 


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


 


2.9                               where
under this Underlease the Tenant is required to obtain the consent of the
Landlord for any act or matter the consent of the Superior Landlord shall also
be required to the extent stipulated under the terms of the Headlease provided
that nothing in this Underlease shall  be
construed as imposing on the Superior Landlord any obligation not unreasonably
to withhold consent


 


2.10                         references to
any right of entry or covenant to permit the Landlord to enter the Demised
Premises shall extend to the Superior Landlord and to anyone authorised by it
or otherwise entitled


 


2.11                         the
expressions “the Landlord” and “the Tenant” whenever the context  so admits shall include their respective
successors in title


 


3.                                    DEMISE


 


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


 


3.1                               the
yearly rent of two hundred and sixty eight thousand three hundred and seventy
nine pounds fifty pence (£268,379.50) plus VAT thereon (if applicable) subject
to review  in accordance with the Fourth
Schedule such rent to be paid in advance by the same instalments and on the
same days as rent is payable under the Headlease (such rent to be paid by
bankers standing order if the Landlord shall so require) the first such payment
to be made on the


 


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10th day of November 2006 and to
be a proportionate  amount for the period
from and including the 10th day of November 2006 to the 24th
day of December 2006


 


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


 


3.3                               by way
of further additional rent the Tenants’ Percentage of the Service Charge which
shall be payable in accordance with 
clause 7


 


3.4                               interest
at the rate of 4 per cent per annum above the base rate for the time being of
HSBC plc on all rents and payments herein covenanted to be paid by the Tenant
from the date upon which the same shall become due until the date of payment
such interest to be paid on demand


 


3.5                               any
other monies which may become due from the Tenant to the Landlord under the
provisions of this Underlease


 


4.                                    TENANT’S COVENANTS


 


The
Tenant hereby covenants with the Landlord and separately with the Landlord’s
Guarantor as follows:


 


4.1                               To pay rents and outgoings


 


4.1.1                      to pay the rents
hereinbefore reserved at the times and in the manner aforesaid clear of any
deduction or set off whatsoever


 


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


 


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4.2                               To observe Headlease Covenants


 


to observe and
perform the covenants and conditions on the part of the tenant contained in the
Headlease but only to the extent that such covenants relate to the Demised
Premises and do not conflict with any covenants, conditions or obligations in
this Underlease (and in the case of a conflict the terms of this Underlease
shall prevail) and to indemnify the Landlord from and against any actions
proceedings claims costs demands damages expenses or losses arising from any
breach non-observance or non-performance of such covenants and conditions
provided that :


 


4.2.1                     such covenants
and conditions shall for the purpose of this sub-clause be read and construed
as if:


 


4.2.1.1                                          any reference to the landlord under the Headlease includes the
Landlord


 


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


 


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


 


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


 


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


 


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


 


4.2.2.2                                          obligations relating to the Retained Property


 


4.2.2.3                                          obligations  expressly
undertaken by the Landlord under this Underlease


 


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4.3                               To Permit Entry


 


to permit the
Landlord to exercise the rights of entry specified in the Third Schedule
subject to the Landlord carrying out any inspection, repairs, works or any
other rights as quickly as is reasonably possible and making good any damage
caused in the exercise of such rights to the Tenant’s reasonable satisfaction.


 


4.4                               Alienation


 


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


 


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


 


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


 


4.4.2.2                                      in
relation to either the prospective assignee or any prospective guarantor or
guarantors that party shall in the reasonable opinion of the Landlord be a
substantial and respectable body or person whose registered office and place of
business or address is within the United Kingdom


 


4.4.2.3                                      in
the reasonable opinion of the Landlord the prospective assignee is of
sufficient financial standing to enable it to comply with the Tenant’s
covenants in this Underlease


 


4.4.2.4                                      the
Tenant (and any former Tenant who by virtue of there having been an “excluded
assignment” as defined in section 11 of the Landlord and Tenant (Covenants) Act
1995 has not been released from the Tenant’s covenants in


 


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this
Underlease) enters into an authorised guarantee agreement within the meaning of
the Landlord and Tenant (Covenants) Act 1995 with the Landlord in the form set
out in schedule 7 of the Headlease


 


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


 


4.4.2.6                                      any
security for the Tenant’s obligations under this Underlease which the Landlord
holds immediately before the assignment is continued or renewed in each case on
such terms as the Landlord may reasonably require in respect of the Tenant’s
liability under the authorised guarantee agreement referred to in clause
4.4.2.4 (but this clause shall not apply to any authorised guarantee agreement
entered into by a former tenant or by any guarantor of a former tenant) and


 


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


 


4.4.2.8                                      the
Landlord has received an undertaking from the Tenant’s solicitors in such form
as the Landlord may reasonably require to pay the Landlord on demand the
reasonable legal and surveyor’s costs and disbursements (including Value Added
Tax) properly incurred by the Landlord in considering the Tenant’s application
and


 


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preparing
negotiating and entering into any relevant documentation whether or not the
application is withdrawn or the consent is granted provided that if consent is
unreasonably withheld such sums shall not be payable


 


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


 


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


 


4.5                               Alterations


 


4.5.1                        not to carry out any alterations additions or improvements to the
Demised Premises of any nature save for non-structural internal alterations
which will require the written consent of the Landlord (not to be unreasonably
withheld or delayed)  provided that no
consent shall be required to install erect or remove demountable non-structural
partitioning however the Tenant shall notify the Landlord of all such works


 


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


 


4.6                               Security


 


the
Tenant shall be responsible for ensuring the security of the Demised Premises
and the Tenant shall:


 


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


 


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


 


4.7                               Refuse


 


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


 


4.8                               Maintenance Contracts


 


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


 


4.9                               New Lease on Disclaimer of Headlease


 


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


 


4.9.2                       the rights and
obligations under the new underlease shall take effect from the date of the
disclaimer of the Headlease and the new underlease shall:


 


4.9.2.1             be for a term that
expires at the same date as the end of the Term of this Underlease had there
been no disclaimer of the Headlease;


 


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


 


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


 


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


 


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


 


4.9.4                       if at the date
of the disclaimer of the Headlease there is a rent review pending under this
Underlease, then the initial annual rent to be reserved by the new underlease
shall be the Rack Rental Value of the Demised Premises at the review date, as
agreed between the Landlord’s Guarantor (acting as landlord) and the Tenant
before the grant of the new underlease


 


4.10                         Repair and Decoration


 


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


 


4.10.2                 the Tenant shall
decorate the Demised Premises in every fifth year of the Term and in the last
three months of the Term


 


5.                                    LANDLORD’S COVENANTS


 


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


 


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


 


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


 


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


 


5.2.2                         the Landlord
is not given written notice of the breach in question and is otherwise unaware
of the same


 


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


 


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


 


5.5                               to pay the rents reserved by the Headlease and insofar as the Tenant
is not liable for such performance under the terms of this Underlease to
perform and observe the covenants and conditions contained in the Headlease on
the part of the tenant and at the request of the Tenant to take reasonable
steps to enforce the covenants of the landlord contained in the Headlease


 


5.6                               at the request and cost of the Tenant to take reasonable steps to
obtain the  consent of the Superior
Landlord where the Tenant makes any application for any consent required under
this Underlease and where the consent of both the


 


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Landlord and the Superior Landlord is
needed by virtue of this Underlease and the Headlease


 


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


 


5.8                                at the
request of the Tenant to apply to the Superior Landlord for a copy of the
policy or policies of insurance effected by the Superior Landlord pursuant to
paragraph 2 of Schedule 5 of the Headlease and to supply a copy to the Tenant
upon receipt


 


6                                         INSURANCE


 


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


 


7                                        THE SERVICE CHARGE


 


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


 


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


 


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


 


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7.3.1                       on or about the
Service Charge Commencement Date and subsequently on or about the Computing
Date in each year of the Term the Landlord will send the Tenant an itemised
written estimate of :


 


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


 


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


 


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


 


7.3.3                       unless
prevented by causes beyond its control, as soon as reasonably possible
following the Computing Date the Landlord will deliver to the Tenant a
statement giving full details of :


 


7.3.3.1               the actual Service Charge for the Service Charge Period,


 


7.3.3.2               the Tenant’s Percentage for such year


 


7.3.3.3               the amount received from the Tenant under clause 7.3.2 and


 


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


 


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


 


18

















 


7.3.4.1               pay to the Landlord any Shortfall, or


 


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


 


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


 


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


 


7.4.2                       the omission by the Landlord of any sum
properly expended or a liability properly incurred in any year shall not
preclude it from including that sum or that liability in the Service Cost in
the subsequent year


 


7.4.3                       the Landlord may upon prior written notice
to the Tenant alter the Computing Date or any date or dates other than the
Service Charge Commencement Date in accordance with the Landlord’s accounting
practice from time to time


 


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


 


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


 


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


 


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


 


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


 


7.5.4                      the Tenant
disagrees with the Landlord’s exercise of any discretion reserved to it so long
as a reasonable Landlord could have reached the conclusion that the Landlord
has, or


 


7.5.5                      an item of the
Service Cost includes an element of betterment or improvement of the Building
its services or its amenities


 


7.6                               the
Landlord may not include within the Service Cost any costs and expenses
relating to the repair of the cracks in the external structural wall of the
Building adjacent to the fire exit


 


8                                       HM LAND REGISTRY


 


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


 


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


 


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


 


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


 


20

















 


AND in the
event that the Tenant fails to do so within one month of the termination of
this Underlease (howsoever determined) the Tenant hereby irrevocably appoints
the Landlord as its attorney pursuant to Section 4 of the Power of Attorney Act
1971 and authorises the Landlord to sign any application or other document on
behalf of the Tenant as may be required for the purposes of making such
applications to HM Land Registry the Landlord’s reasonable legal and other
costs for such application being recoverable from the Tenant as a debt


 


9                                          OPTION TO BREAK


 


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


 


9.1                                 paid all of the Annual Rent and the Service Charge


 


9.2                                 given vacant possession of the Demised Premises to the Landlord


 


then upon the
expiry of that notice the Term and this Underlease shall immediately cease and
determine and have no further effect but without prejudice to the rights either
party may have against the other in respect of any previous breach of covenant
and time shall be of the essence in this clause


 


10                                OPTION TO TAKE ADDITIONAL SPACE


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


10.3.1                the Landlord has
served a Warning Notice on the Tenant which the Landlord covenants to serve on
the Tenant  within 5 Working Days of
agreement of the form of lease pursuant to clause 10.2 and


 


10.3.2                a person duly
authorised by the Tenant have made a Declaration in relation to the Warning
Notice and have delivered a copy of the same to the Landlord


 


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


 


10.4                        the new lease shall be ;


 


10.4.1                on the same terms and
conditions as this Underlease except for the Annual Rent the Tenant’s
Percentage the premises to be demised and the Term and this option for
additional space and


 


10.4.2                shall be contracted
out of the security of tenure provisions of the 1954 Act and shall  only be granted after the necessary
formalities for such exclusion has been satisfied


 


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


 


22

















 


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


 


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


 


11                                  1954 ACT


 


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


 


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


 


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


 


12                                  PROVISOS
AND AGREEMENTS


 


It is hereby
agreed and declared as follows:


 


12.1                         the provision
as to re-entry and forfeiture contained in the Headlease shall apply to the
Term and shall be deemed to be incorporated in this Underlease with the
following modifications:


 


23

















 


12.1.1               references to the
landlord and tenant under the Headlease shall be read and construed as
references to the Landlord and the Tenant respectively


 


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


 


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


 


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


 


12.2                         if any
question or dispute shall arise out of or in relation to the terms of this
Underlease then:


 


12.2.1               if such question or
dispute arises out of or relates to the Headlease and the matter is determined
pursuant to the provisions of the Headlease the determination shall be binding
upon the Landlord and the Tenant for the purposes of this Underlease


 


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


 


12.3                         the Landlord
is not liable under any covenant implied into this Underlease by statute for
any breach of the terms of the Headlease concerning the condition of the
Demised Premises and section 4(1)(b) of the Law of Property (Miscellaneous
Provisions) Act 1994 shall not apply to any covenants and conditions contained
in the Headlease relating to the repair or decoration of the Demised
Premises  nor to any matter or thing
disclosed to the Tenant prior to the date hereof


 


24

















 


12.4                         this
Underlease will be governed by and construed in accordance with English law and
the parties irrevocably submit to the non-exclusive jurisdiction of the English
courts.


 


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


 


13                                  RIGHTS
OF THIRD PARTIES


 


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


 


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


 


25

















 


THE FIRST SCHEDULE


 


The Demised Premises


 


The ground and
first floor of the Building shown
edged red on Plan 1 and Plan 2 and which is known as 335 Cambridge Science
Park, Cambridge bounded by and including:


 


(a)                                  the floorboards;


 


(b)                                 the suspended ceiling and the void above;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                   all
fixtures and fittings (excluding the air conditioning save damage caused by the
Tenant) within the Demised Premises


 


but excluding:


 


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


 


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


 


26

















 


(l)                                     all Conduits within the Demised Premises but which do not
exclusively serve the Demised Premises


 


27

















 


THE SECOND SCHEDULE


 


The Ancillary Rights


 


1.                                    The
right of shelter protection and support from the appropriate parts of the
Retained Property


 


2.                                    The
free passage and running of water soil gas electricity and other services
through and along the Conduits serving the Demised Premises which are now or
within the Term within the Retained Property subject to temporary interruption
for the purpose of repair and maintenance


 


3.                                    The
rights of pedestrian and vehicular access (as appropriate) over the footpaths
and car parks comprised within the Building subject to any reasonable
regulations issued from time to time by the Landlord in respect of security and
estate management of the Retained Property and the Demised Premises and subject
to temporary interruption for the purposes of repair and maintenance


 


4.                                    Subject
to any reasonable regulations issued from time to time by the Landlord in
respect of security and estate management of the Retained Property and the
Demised Premises


 


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


 


4.2                                to use
2 visitors’ parking spaces at the front of the building for the purposes only
of bona fide visitors parking and 1 disabled space also in front of the
building


 


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


 


28

















 


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


 


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


 


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


 


9.                                    The
right (for the Tenant and where appropriate his workmen and those authorised by
him) to enter onto the Retained Property upon reasonable notice where access is
required for the purposes of


 


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


 


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


 


29

















 


THE THIRD SCHEDULE


 


Exceptions and Reservations


 


1.                                    The
right upon reasonable notice (except in case of emergency) to enter the Demised
Premises either personally or by agents professional advisors contractors
workmen or others for any purpose that is in the opinion of the Landlord or
Superior Landlord necessary to enable it to comply with the covenants and
conditions on the part of the lessee contained in the Headlease


 


2.                                    The
right of shelter protection and support from the Demised Premises in respect of
the Retained Property


 


3.                                    The
free passage and running of water soil gas electricity and other services
through and along the Conduits serving the Retained Property which are now or
within the Term within the Demised Premises


 


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


 


30

















 


THE FOURTH SCHEDULE


 


Rent Review


 


1.                                       DEFINITIONS


 


In this Schedule:


 


“Review Date” means
the 25th day of March 2007 and the 25th day of March 2012
and “Relevant  Review Date” shall be interpreted
accordingly;


 


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


 


ASSUMING


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


BUT DISREGARDING


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       UPWARDS
ONLY RENT REVIEW


 


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


 


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


 


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


 


3.                                       DETERMINATION
OF A NEW RENT


 


3.1                                The
Rack Rental Value at any Review Date shall be:


 


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


 


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


 


32

















 


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


 


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


 


3.4                                If the Arbitrator dies, refuses to act or becomes incapable of
acting, or if he fails to notify the parties of his determination within two
months after receiving the last submission delivered to him, either the
Landlord or the Tenant may apply to the President to discharge him and appoint
another in his place


 


4.                                       INTERIM
ARRANGEMENTS


 


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


 


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


 


4.2                                when the Revised Rent is ascertained


 


4.2.1                                                                        the Tenant shall pay within 14 days of ascertainment:


 


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


 


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


 


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


 


5.                                       RENT
RESTRICTIONS


 


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


 


33

















 


6.                                      TIME


 


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


 


34

















 


FIFTH SCHEDULE


 


The Encumbrances


 


All matters
contained or referred to in the Headlease insofar as the same relate to the
Demised Premises and are still capable of taking effect


 


35

















 


SIXTH SCHEDULE


 


Service Charge


 


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


 


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


 


1.1                                 the foundations, the roofs, the floors, the
main walls, main structural members and the supporting columns  of the Building and any other structure
forming  part of the Building (including
without prejudice to the generality of the foregoing the exterior of the
windows frames and external sills of the Building)


 


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


 


1.3                               all plant, equipment, boilers, machinery and
installations and all other apparatus (including without prejudice to the
generality of the foregoing the  air
circulating plant, and central  heating
apparatus) installed or used in connection with the Building


 


2.                                       painting with good quality paint or
otherwise preserving, protecting cleansing and renewing with suitable materials
as appropriate to the structure surface or item in good sound and workmanlike
manner all the outside wood, metal work, paintwork, brickwork, stonework and
other external surfaces of the Building (including without prejudice to the
generality of the foregoing the exterior of the window frames and external
sills of the Building), and


 


3.                                       repairing, resurfacing, cleansing,
lighting, landscaping, maintaining and renewing replacing rebuilding (where
beyond economic repair) the access roads, and the forecourts, the parking
spaces, loading bays, ways, roads, pavements, Conduits, landscaped areas,
refuse areas, bin stores, bike sheds, meter rooms, walls, structures and other
conveniences, fences, hedges, gates, entrances and signs now or at any time
during the Term constructed in over under or on the Building or any part or
parts thereof


 


36

















 


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


 


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


 


6.                                       compliance by the Landlord with notices
regulations or orders of any competent local or other authority in relation to
the Building or their appurtenances and of taking all reasonable steps for
complying with making representations against or otherwise contesting the
incidence of the provisions of any legislation or order or statutory
requirements relating or alleged to relate to the Building or any part thereof


 


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


 


8.                                       the reasonable fees and commission incurred
in the management of the Building payable to any solicitor surveyor or other
professional person whom the Landlord may from time to time reasonably employ
in connection with the management of the Building including the cost of
preparing and auditing the statements of the costs charges and expenses
referred to in this Schedule together with a reasonable management charge PROVIDED
THAT such management charge shall not exceed 10% of the Service Cost


 


9.                                       the provision of a shuttle bus or other
transport service or facility one lunchtime each week to and from the Demised
Premises to Cambridge


 


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


 


37

















 


IN  WITNESS whereof the parties hereto have executed
this Underlease and it is their intention that it is delivered and it is hereby
delivered the day and year first before written


 


38

















 


	
  EXECUTED as
  a Deed by the said

  	
  )

  
	
  ACCELRYS
  LIMITED acting by

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Director/Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by the said

  	
  )

  
	
  QUALCOMM
  CAMBRIDGE LIMITED acting by

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Director/Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by the said

  	
  )

  
	
  ACCELRYS INC
  acting by

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   Authorised
  signatory

  



 


39