Exhibit 10.9



n I. D 0 0 D 0   0 D 0 D D 0 D Lr Atvtl Dated 2016 Lease between MEPC Milton Park No.1 Limited   and MEPC Milton Park No. 2 Limited and Replimune Limited relating to 69 and   70 Innovation Drive Milton Park u ""1 J mmmm II MiltonPark :fi1   BrookStreet des Roche:-' I _.I 


    




 










Ll D 0 0 0 0 0   0 0 D 0 0 l_j PRESCRIBED CLAUSES LR1. Date of lease 2016 LR2. Title number(s)   LR2.1 Landlord's title number(s) ON130606 LR2.2 Other title number(s)   BK1020780N122118, ON122717, ON145942, ON146219, ON225380, ON38283, ON72772,   ON96949, ON216090 LR3. Parties to this lease Landlord MEPC MILTON PARK NO. 1   LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company   number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose   registered offices are at Lloyds Chambers 1 Portsoken Street London E1 8HZ   Tenant REPLIMUNE LIMITED (Company number 09496393) whose registered office is   at The Magdalen Centre, Oxford Science Park, Robert Robinson Avenue, Oxford   OX44GA Other parties None LR4. Property In the case of a conflict between   this clause and the remainder of this lease then, for the purposes of   registration this clause shall prevail. , 69 and 70 Innovation Drive, Milton   Park, Abingdon, Oxfordshire OX14 4RQ shown edged red on the Plan with a net   internal floor area of 1,103.0 square metres (11,873 square feet) measured in   accordance with the RICS Code of Measuring Practice (sixth edition) LRS.   Prescribed Statements etc. None LR6. Term for which the Property is leased   From and including To and including 2016 2026 ... LR7. Premium None 1 J LRS.   Prohibitions or restrictions on disposing of this lease This lease contains a   provision that prohibits or restricts dispositions l 


    




 










IJ [J D D 0 0   [1 0 D 0 0 D D 0 D LR9. Rights of acquisition etc. LR9.1 Tenant's contractual   rights to renew this lease, to acquire the reversion or another lease of the   Property, or to acquire an interest In other land None LR9.2 Tenant's   covenant to (or offer to) surrender this lease None LR9.3 Landlord's contractual   rights to acquire this lease None LR10.Restrictive covenants given in this   lease by the Landlord in respect of land None other than the Property   LR11.Easements LR11.1 Easements granted by this lease for the benefit of the   Property The easements specified in Part I of the First Schedule of this   lease LR11.2 Easements granted or reserved by this lease over the Property   for the benefit of other property The easements specified in Part II of the   First Schedule of this lease LR12.Estate rentcharge burdening the Property   None LR13.Applicatlon for standard None form of restriction LR14.Declaration   of trust where there is more than one person comprising the Tenant None J 2 


    




 






 



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c::J c::::::J   c:J c:J :::::] ---"] L=:J c:::J c:::J c=:J L-..J L_ J L-' L-J L!L.J L   ..:.] L._j L_j 1. Site grid ,....... 11 SU 488 919. 2. o.-.. Surwy Digital   Ooto perm-"' dI I\.I \ -•111 the WoJ..ti• Statlonory Offtco. o er...   cop)'19hl OX11 71'D. At. 8142211, 1i : \_:_--6--('1--L_--;. 1 cf11 r _, I; J/   I ! 1 ----.1 \ ''(---..._i.-::!1-,OO.R :------:::::::...----   --\',O-J;f}';]-/,' DIT ----s:----- I ( I i! \Lll±· - . :_-----, ; 11   r--:::::,.._, --as I • l u n ;, ;-----, _ / 'I -.' -,r--:::---I -.d,•·.........   ,:1 ---. I r-. I· I \ I · • ' ' '-1 1 ro (• . "r--;-•-/,/ --. I ' 37 I'   1 I, . 1 if ' ... . so illlcf'4llian 1 Rlvl I ' iI _,.G,la.n.v-ille •I   "'J , i "-"-"---I -""" /; - · Bil Milton   Park ( · --------J ---'-, 'I ss-71MILTONPARK -f'l -1 '--' -'1,-'!I, 'I '-:-._-._._,...   - .'\ ---.._ 1 --J 1 JAN2011 ". ". "..... - . 1/' ,' --. ',!f   · II ! ' :::---.. I/. I ·: , , " I, I i / I \• - -----------.J;:j II (f   ! - ! ::, , ! I'J ; I;-........ -. -. -. -,------------....,, I A_r-- //!J I   I ;I I I I !,!--. :------47 I It ' I I /;---'-.... I' I I IIII: I I i i I[I   1/'t.J..._._.'.-.....-.-.-.r:.;' ' ' ---_-_-_-, I' / I I '-J ' I ' I ' I I.   ·· ...._['"---; -------63. ------r---I ,' I :I , '-· \: \\ !l--,MANOR   FARM \\/2A/ Ql'---,I,, :1/ -_l. ------;;;; /.\.,. J < . . I·' 3-.,.A-"-   ' - ! ' I - Ij' '"'. ,. --J -'------f..-/1....!.. '::::---..... I / I\   ,f..---------87 ''j,_j I' I:'.;'-?r1I 'II II,....: ,...;,11I:tl,_j --f It'I   '' ,I,' ,1,7,:---------,1,:" ' ' -_-_, - II "III'1, -   ""--- /f: I _J1 '----'I/i.1_ /t7' _ ..,.__:,.._1_I   "'-',........_11...;!....7•......_.'/,i;, \ .......--.......:..,   \!u·I/·r----. -' " 'I 1-/ /--/-----,.' """·-((i_' -. I   '/-"' ' (I---::-----.' I !::'--------,-- /   ---,""'----------;::::: _ -::::----_ !,' - ''!,',   '---------------.r------, "'----> I' ---.,._--'-------------   ,//'------, ;j/rjt/·c , '--,{;38I ,'•I',I · I',<::-..II <-.----   (-----------j' !-/ _'-----.__/_i ,!/ /!j/ } , },/c;:: .:-''-.-.-. -   ·.:.--..:-:-:-.-.-;-:-.-, - -....... ......'.-...-.._'I' :39 }/ '   ;f;()'--...."-'_ -......._....._'" '•..... - · ·-------   •......_----....J ,'I, , I ' ' 'I,'I' 7, ·--..--"' '","'   llllU. lhe Cantr-"' ... Glan•• Contuttant., 62 FOJihaD Road. Dklcot. t   -1 _ - /. r-' ..-,,--- - -< ,_ - \I·,--.'-_CARPARKLEASEPLAN   ...,Enuoo-,•Olio : " '" -•CE ....., -9 


    




 










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u 0 0 0 0 n 0 0   0 0 0 This lease made on the date and between the parties specified in the   Prescribed Clauses Witnesses as follows: 1 Definitions and Interpretation In   this lease unless the context otherwise requires: Definitions Adjoining   Property means any adjoining or neighbouring premises in which the Landlord   or a Group Company of the Landlord holds or shall at any time during the Term   hold a freehold or leasehold interest; Base Rate means the base rate from   time to time of Barclays Bank PLC or (if not available) such comparable rate   of interest as the Landlord shall reasonably require; Biovex Lease means a   lease of the Property dated 7 February 2011 made between (1) MEPC Milton Park   No.1 Limited and MEPC Milton Park No. 2 Limited and (2) Biovex Limited 1.1   (as varied) a copy of which, together wit h the deed dated 3 October 2002   made between (1) MEPC Milton Park Limited and (2) Biovex Limited, referred to   in the Biovex Lease as the "2002 Deed" is annexed; If Apt.' { Break   Date means 2021; Building means 65-71 Innovation Drive, Milton Park (of which   the Property forms part) and shown for the purposes of identification edged   blue on the Plan and includes any part of it and any alteration or addition   to it or replacement of it; Building Services means the services provided or   procured by the Landlord in relation to the Building as set out in Part Ill   of the Fourth Schedule; Commo n Parts means the accesses, lifts and other   areas of the Building from time to time designated by the Landlord for common   use by the tenants and occupiers of the Building; Conduit means any existing   or future media for the passage of substances or energy and any ancillary   apparatus attached to them and any enclosures for them; Contractual Term   means the term specified in the Prescribed Clauses; Encumbrances means the   obligations and encumbrances (if any) specified in Part Ill of the First   Schedule; Estate means Milton Park, Abingdon, Oxfordshire (of which the   Building forms part) and the buildings from time to time standing on it shown   on the Plan together with any other adjoining land which is incorporated into   Milton Park; Estate Common Areas means the roads, accesses, landscaped areas,   car parks, estate management offices and other areas or amenities on the   Estate or outside the Estate but serving or otherwise benefiting the Estate   as a whole which are from time to time provided or designated for the common   amenity or benefit of the owners or occupiers of the Estate; Estate Services   means the services provided or procured by the Landlord in relation to the   Estate as set out in Part II of the Fourth Schedule; Group Company means a   company which is a member of the same group of companies within the meaning   of Section 42 of the 1954 Act; Guarantor means any party to this lease so   named in the Prescribed Clauses (which in the case of an individual includes   his personal representatives) and any guarantor of the obligations of the   Tenant for the time being; J I I _l '-t4f(,·l Insurance Commencement Date   means 2016; I Insured Risks means fire, lightning, earthquake, explosion,   aircraft (other than hostile aircraft) and other aerial devices or articles   dropped therefrom, riot, civil commotion, malicious damage, storm or tempest,   bursting or overflowing of water tanks apparatus or pipes, flood and impact   by road vehicles (to the extent that insurance against such risks may   ordinarily be arranged with an insurer of good repute), terrorism and such   other risks or insurance as may J _, J -1 ' 3 


    




 










IJ 0 0 0 0 n 0   0 0 0 0 from time to time be reasonably required by the Landlord (subject in   all cases to such usual exclusions and limitations as may be imposed by the   insurers), and Insured Risk means any one of them; Landlord means the party   to this lease so named in the Prescribed Clauses and includes any other   person entitled to the immediate reversion to this lease; Landlord's Surveyor   means a suitably qualified person or firm appointed by the Landlord   (including an employee of the Landlord or a Group Company) to perform the   function of a surveyor for the purposes of this lease; Lease Particulars   means the descriptions and terms in the section headed Lease Particulars   which form part of this lease insofar as they are not inconsistent with the   other provisions of this lease; Lettable Units means any part of the Building   which is let or constructed or adapted for letting from time to time;   Permitted Use means use within Class B1 of the 1987 Order; Plan means the   plan or plans annexed to this lease; Prescribed Clauses means the descriptions   and terms in the section headed Prescribed Clauses which form part of this   lease; PrincipalRent means: From and including the Rent Commencement Date to   and including 3 .Pec.e {' 2016: ONE HUNDRED AND THIRTY NINE THOUSAND FIVE   HUNDRED AND SEVEN POUNDS AND SEVENTY FIVE PENCE (£139,507.75) per annum; From   and including f.t .J>ec.e f 2016 to and including the day before the   Review Date: TWO HUNDRED AND SEVENTY NINE THOUSAND AND FIFTEEN POUNDS AND   FIFTY PENCE (£279,015.50) per annum; subject to increase in accordance with   the Second Schedule; Property means the property described in the Prescribed   Clauses and includes any part of it any alteration or addition to the   Property and any fixtures and fittings in or on the Property and   includes:-(i) the floorboards, screed, plaster and other finishes on the   floors, walls, columns and ceilings, and all carpets; the raised floors and   false ceilings (including light fittings) and the voids between the ceilings   and false ceilings and the floor slab and the raised floors; non-load bearing   walls and columns in the Property and one half of the thickness of such walls   dividing the Property from other parts of the Building; all doors and   internal windows and their frames, glass and fitments; all Conduits, plant   and machinery within and solely serving the same; all Landlord's fixtures and   fittings; all alterations and additions; '1 . ' (ii) l (iii) I -l (iv) (v)   (vi) (vii) I 1 j but excludes: (i) (ii) all structural and external parts of   the Building; all Conduits, plant and machinery serving other parts of the   Building; Quarter Days means 25 March, 24 June, 29 September and 25 December   in every year and Quarter Day means any of them; I I _J Rent Commencement   Date means 2016; '-1-f{.'l Review Date means 2021; Service Charge means the   Service Charge set out in the Fourth Schedule; l I _J 4 


    




 










0 0 D 0 Q 0 0 0   0 0 nu 4 '\ iJJ)J( Service Charge Commencement Date means 2016; Services   means the Estate Services and the Building Services; Subletting Unit means   part of the Property consisting of a self-contained unit suitable for   underletting and approved as such by the Landlord; Tenant means the party to   this lease so named in the Prescribed Clauses and includes its successors in   title; Term means the Contractual Term; This lease means this lease and any   document supplemental to it or entered into pursuant to it; Uninsured Risk   means an Insured Risk against which insurance is from time to time   unobtainable on normal commercial terms in the London insurance market at reasonable   commercial rates for a property equivalent in size, layout, type and   location. VAT means Value Added Tax and any similar tax substituted for it or   levied in addition to it; 1954 Act means the Landlord and Tenant Act 1954;   1987 Order means the Town and Country Planning (Use Classes) Order 1987 (as   originally made); 1995 Act means the Landlord and Tenant (Covenants)Act 1995;   2003 Order means The Regulatory Reform (Business Tenancies) (England and   Wales) Order 2003. Interpretation 1.2 If the Tenant or the Guarantor is more   than one person then their covenants are joint and several; Any reference to   a statute includes any modification extension or re-enactment of it and any   orders, regulations, directions, schemes and rules made under it; Any   covenant by the Tenant not to do any act or thing includes an obligation not   knowingly to permit or suffer such act or thing to be done; If the Landlord   reserves rights of access or other rights over or in relation to the Property   then those rights extend to persons authorised by it; References to the act   or default of the Tenant include acts or default or negligence of any   undertenant or of anyone at the Property with the Tenant's or any   undertenant's permission or sufferance; The index and Clause headings in this   lease are for ease of reference only; References to the last year of the Term   shall mean the twelve months ending on the expiration or earlier termination   of the Term; References to Costs include all liabilities, claims, demands,   proceedings, damages, losses and proper and reasonable costs and expenses;   References to Principal Rent, Current Rent, Indexed Rent and Revised Rent are   references to yearly sums. 1.2.1 1.2.2 1.2.3 1.2.4 1.2.5 1.2.& 1.2.7 . l   l 1.2.8 'l : i _j 1.2.9 g 2 Demise The Landlord with Full Title Guarantee   DEMISES the Property to the Tenant for the Contractual Term TOGETHER WITH the   rights set out in Part I of the First Schedule, EXCEPT AND RESERVING as   mentioned in Part II of the First Schedule and SUBJECT TO the Encumbrances;   Rent The Tenant will pay by way of rent during the Term or until released   pursuant to the 1995 Act without any deduction counterclaim or set off except   where required by law: l j 3 _ _) 5 •.J 


    




 










u c D 0 0 Q n 0   0 0 0 3.1 The Principal Rent and any VAT by equal quarterly payments in   advance on the Quarter Days to be paid by Direct Debit, Banker's Standing   Order or other means as the Landlord reasonably requires, the first payment   for the period from and including the Rent Commencement Date to (but excluding)   the next Quarter Day to be made on the Rent Commencement Date; The Service   Charge and any VAT at the times and in the manner set out in the Fourth   Schedule; The following amounts and any VAT: 3.2 3.3 3.3.1 3.3.2 3.3.3 the   sums specified in Clauses 4.1 [interest] and 4.2 [outgoings and utilities];   the sums specified in Clause 6.2.1 (insurance]; all Costs incurred by the   Landlord as a result of any breach of the Tenant's covenants in this lease. 4   Tenant's covenants The Tenant covenants with the Landlord throughout the   Term, or until released pursuant to the 1995 Act, as follows: Interest If the   Landlord does not receive any sum due to it within 14 days of the due date to   pay on demand interest on such sum at 2 per cent above Base Rate from the due   date until payment 4.1 (bot h before and after any judgment), provided this   Clause shall not prejudice any other right or remedy for the recovery of such   sum; Outgoings and Utilities 4.2 To pay all existing and future rates, taxes,   charges, assessments and outgoings in respect of the Property (whether   assessed or imposed on the owner or the occupier), except any tax (other than   VAT) arising as a result of the receipt by the Landlord of the rents reserved   by this lease and any tax arising on any dealing by the Landlord with its   reversion to this lease; To pay for all gas, electricity, water, telephone   and other utilities used on the Property, and all charges in connection with   such utilities and for meters and all standing charges, and a fair and   reasonable proportion (or all subject to a fair and reasonably proportionate   reimbursement) of any joint charges as determined by the Landlord's Surveyor;   4.2.1 4.2.2 n :.J 4.3 VAT 4.3.1 l_, Any payment or other consideration to be   provided to the Landlord is exclusive of VAT, and the Tenant shall in   addition pay any VAT chargeable on the date the payment or other   consideration is due; Any obligation to reimburse or pay the Landlord's   expenditure extends to irrecoverable VAT on that expenditure, and the Tenant   shall also reimburse or pay such VAT; 4.3.2 - 4.4 Repair 4.4.1 -l To keep the   Property and any Conduits plant and equipment serving only the Property in   good and substantial repair and condition (damage by an Uninsured Risk or by   any of the Insured Risks excepted save to the extent that insurance moneys   are irrecoverable as a result of the act or default of the Tenant); To make   good any disrepair for which the Tenant is liable within 2 months after the   date of written notice from the Landlord (or sooner if the Landlord reasonably   requires); If the Tenant fails to comply with any such notice the Landlord   may enter and carry out the work and the cost shall be reimbursed by the   Tenant on demand as a debt; To enter into maintenance contracts with   reputable contractors for the regular servicing of all plant and equipment   serving only the Property; i '. ..J .J 4.4.2 4.4.3 ..... 4.4.4 6 J 


    




 










LJ D n D D D D   0 0 D D 0 0 ,...i 4.5 Decoration To clean, prepare and paint or treat and   generally redecorate all internal parts of the Property in every fifth year   and in the last year of the Term; All the work described in Clause 4.5.1 is   to be carried out: 4.5.1 4.5.2 (i) in a good and workmanlike manner to the   Landlord's reasonable satisfaction; and in colours which (if different from   the existing colour) are first approved in writing by the Landlord (approval   not to be unreasonably withheld or delayed); (ii) 4.6 Cleaning 4.6.1 4.6.2 To   keep the Property clean, tidy and free from rubbish; To clean the inside of   windows and any washable surfaces at the Property as often as reasonably   necessary; 4.7 Overloading Not to overload the floors, ceilings or structure   of the Property or the structure of the Building or any plant machinery or   electrical installation serving the Property or the Building; Conduits To   keep the Conduits in or serving the Property clear and free from any noxious,   harmful or deleterious substance, and to remove any obstruction and repair   any damage to the Conduits as soon as reasonably practicable to the   Landlord's reasonable satisfaction; User 4.8 4.9 Not to use the Property   otherwise than for the Permitted Use; Not to use the Property for any purpose   which is: 4.9.1 4.9.2 (i) (ii) noisy, offensive, dangerous, illegal, immoral   or an actionable nuisance; or which in the reasonable opinion of the Landlord   causes damage or disturbance to the Landlord, or to owners or occupiers of   any neighbouring property; or which involves any substance which may be   harmful, polluting or contaminating other than in quantities which are normal   for and used in connection with the Permitted Use; (iii) 4.10 Signs Not to   erect any sign, notice or advertisement which is visible outside the Property   without the Landlord's prior written consent; Alterations 11 . l 4.11 Not to   make any alterations or additions which: .._. 4.11.1 (i) affect the structure   of the Building (including without limitation the roofs and foundations and   the principal or load-bearing walls, floors, beams and columns); merge the   Property with any adjoining premises; affect the external appearance of the   Property; affect the heating air-conditioning and ventilation systems at the   Building; rl I' Ll (ii) (iii) (iv) 0 'l :.J Not to make any other alterations   or additions to the Property without the Landlord's written consent (which is   not to be unreasonably withheld or delayed, but is not required in the case   of internal demountable partitioning provided plans showing the extent of   such works are deposited with the Landlord promptly on completion of the   works); 4.11.2 _,i l J 7 


    




 










IJ 0 D D D D 0   0 D 0 0 0 4.12 Preservation of Easements 4.12.1 Not to prejudice the   acquisition of any right of light for the benefit of the Property and to   preserve all rights of light and other easements enjoyed by the Property;   4.12.2 Promptly to give the Landlord notice if any easement enjoyed by the   Property is obstructed, or any new easement affecting the Property is made or   attempted; Alienation 4.13 Not to: (i) 4.13.1 assign, charge, underlet or   part with possession of the whole or part only of the Property nor to agree   to do so except by an assignment or underletting of the whole of the Property   or an underletting of a Subletting Unit permitted by this Clause 4.13; share   the possession or occupation of the whole or any part of the Property;   assign, part with or share any of the benefits or burdens of this lease, or   any interest derived from it by a virtual assignment or other similar   arrangement. (ii) (iii) Assignment Not to assign or agree to assign the whole   of the Property without the Landlord's written consent (not to be   unreasonably withheld or delayed), provided that: 4.13.2 (i) the Landlord may   withhold consent in circumstances where in the reasonable opinion of the   Landlord (a) the proposed assignee is not of sufficient financial standing to   enable it to comply with the Tenant's covenants in this lease; or such   persons as the Landlord reasonably requires do not act as guarantors for the   assignee and do not enter into direct covenants with the Landlord including   the provisions set out in the Third Schedule (but referring in paragraph 1.2   to the assignee); (b) (ii) the Landlord's consent shall in every case be   subject to conditions (unless expressly excluded) requiring that: (a) the   assignee covenants with the Landlord to pay the rents and observe and perform   the Tenant's covenants in this lease during the residue of the Term, or until   released pursuant to the 1995 Act; the Tenant enters into an authorised   guarantee agreement guaranteeing the performance of the Tenant's covenants in   this lease by the assignee including the provisions set out in paragraphs 1-5   (inclusive) of the Third Schedule (but omitting paragraph 1.2); all rent and   other payments due under this lease (not the subject of a bona fide dispute)   are paid before completion of the assignment; (b) n I; t....l (c)   Underletting Not to underlet or agree to underlet the whole of the Property or   a Subletting Unit nor vary the terms of any underlease without the Landlord's   written consent (not to be unreasonably withheld or delayed). Any permitted   underletting must comply with the following: 4.13.3 I . I J (i) the rent   payable under the underlease must be: (a) not less than the rent reasonably   obtainable in the open market for the Property or the Subletting Unit without   fine or premium; payable no more than one quarter in advance; subject to   upward only reviews at intervals no less frequent than the rent reviews under   this lease; l (b) (c) : J J 8 


    




 










u 0 0 0 0 (ii)   the undertenant covenants with the Landlord and in the underlease: (a) to   observe and perform the Tenant's covenants in this lease (except for payment   of the rents) during the term of the underlease or until released pursuant to   the 1995 Act; not to underlet, share or part with possession or occupation of   the whole or any part of the underlet premises, nor to assign or charge part   only of the underlet premises; not to assign the whole of the underlet   premises without the Landlord's prior written consent (which shall not be   unreasonably withheld or delayed); (b) (c) (iii) all rents and other payments   due under this lease (not the subject of a bona fide dispute) are paid before   completion of the underletting; Sections 24 to 28 of the 1954 Act must be   excluded and before completion of n c 0 0 0 0 0 (iv) the underletting a   certifie supplied to the Landlord: d copy of each of the following documents   must be (a) the notice served on the proposed undertenant pursuant to section   38A(3)(a) of the 1954Act; and the declaration actually made by the proposed   undertenant in compliance with the requirements of Schedule 2 of the 2003   Order; and the proposed form of underlease containing an agreement to exclude   the provisions of sections 24 to 28 of the 1954 Act and a reference to both   the notice pursuant to section 38A(3)(a) of the 1954 Act and the declaration   pursuant to the requirements of Schedule 2 of the 2003 Order as referred to in   this clause 4.13.3; (b) (c) and before completion of the underletting the   Tenant must warrant to the Landlord that both the notice pursuant to section   38A(3)(a) of the 1954 Act has been served on the relevant persons as required   by the 1954 Act and the appropriate declaration pursuant to the requirements   of Schedule 2 of the 2003 Order as referred to in this clause 4.13.3 has been   made prior to the date on which the Tenant and the proposed undertenant   became contractually bound to enter into the tenancy to which the said notice   applies; in relation to any Subletting Unit the underlease grants such rights   as are appropriate for the separate occupation and use of the Subletting   Unit, reserves such rights as are appropriate for the separate occupation and   use of the remainder of the property let by this lease and to enable the   Tenant to comply with its obligations under this lease, and reserves as   rent:-(v) (a) a fair proportion of the cost of insuring the Property and the   whole cost of insuring the loss of the principal rent and service charge   payable under the underlease; and a service charge which provides for the   undertenant to pay a fair and reasonable proportion of expenditure incurred   by the Tenant in relation to the maintenance, repair, renewal, decoration and   cleaning of the Property (including without limitation the Conduits, plant   and equipment therein) and the provision of services to the Property; J (b)   (vi) there shall be no more than two (2) units of occupation at any time (and   for this purpose a unit of occupation shall comprise (a) each Subletting Unit   which is separately underlet and (b) the residue of the net lettable area of   the Property (if any) retained by the Tenant); (in the case of an   underletting of the whole of the Property) the underlease reserves as rent   the Service Charge payable under this lease; J (vii) l -1 J l 9 


    




 










IJ D 0 [1 [1 0   D 0 0 0 0 c (viii) (in the case of an underletting of a Subletting Unit) the   underlease reserves as rent a fair and reasonable proportion of the Service   Charge payable under this lease; 4.13.4 To take all necessary steps and   proceedings to remedy any breach of the covenants of the undertenant under   the underlease and not to permit any reduction of the rent payable by any   undertenant; Group Sharing Notwithstanding Clause 4.13.1 the Tenant may share   occupation of the whole or any part of the Property with a Group Company   PROVIDED THAT 4.13.5 (a) (b) the relationship of landlord and tenant is not   created; and occupation by any Group Company shall cease upon it ceasing to   be a Group Company; and the Tenant informs the Landlord in writing before   each occupier commences occupation and after it ceases occupation; (c) 4.14   Registration Within 21 days to give to the Landlord's solicitors (or as the   Landlord may direct) written notice of any assignment, charge, underlease or   other devolution of the Property or a Subletting Unit together with a   certified copy of the relevant document and a reasonable registration fee of   not less than £50; Statutory Requirements and Notices 4.15 To supply the   Landlord with a copy of any notice, order or certificate or proposal for any   notice order or certificate affecting or capable of affecting the Property as   soon as it is received by or comes to the notice of the Tenant; To comply   promptly with all notices served by any public, local or statutory authority,   and with the requirements of any present or future statute or European Union   law, regulation or directive (whether imposed on the owner or occupier),   which affects the Property or its use; At the request of the Landlord, but at   the joint cost of the Landlord and the Tenant, to make or join the Landlord   in making such objections or representations against or in respect of any   such notice, order or certificate as the Landlord may reasonably require   provided that the Tenant shall not be required to remediate or treat any   contamination or pollution of the Property existing at the date of this   Lease. 4.15.1 4.15.2 4.15.3 n .-l 4.16 Planning 4.16.1 Not to apply for or implement   any planning permission affecting the Property without first obtaining the   Landlord's written consent (not to be unreasonably withheld in cases where   the subject matter of the planning permission has been approved by the   Landlord pursuant to the other provisions of this lease); If a planning   permission is implemented the Tenant shall complete all the works permitted   and comply with all the conditions imposed by the permission before the   determination of the Term (including any works stipulated to be carried out   by a date after the determination of the Term unless the Landlord requires   otherwise); II 'i 4.16.2 • l LJ , _j 4.17 Contaminants and Defects To give   the Landlord prompt written notice upon becoming aware of the existence of   any defect in the Property, or of the existence of any contaminant, pollutant   or harmful substance on the Property but not used in the ordinary course of   the Tenant's use of the Property; 4.17.1 10 .-l 


    




 










LJ D D 0 0 D n   0 0 0 0 0 ni....l 4.17.2 If so requested by the Landlord, to remove from the   Property or remedy to the Landlord's reasonable satisfaction any such   contaminant, pollutant or harmful substance introduced on the Property by or   at the request of the Tenant; Entry by Landlord To permit the Landlord at all   reasonable times and on reasonable notice (except in emergency) to enter the   Property in order to: 4.18 inspect and record the condition of the Property   or other parts of the Building or the Adjoining Property; remedy any breach   of the Tenant's obligations under this lease; repair, maintain, clean, alter,   replace, install, add to or connect up to any Conduits which serve the   Building or the Adjoining Property; repair, maintain, alter or rebuild the   Building or the Adjoining Property; comply with any of its obligations under   this lease; 4.18.1 4.18.2 4.18.3 4.18.4 4.18.5 Provided that the Landlord   shall cause as little inconvenience as reasonably practicable in the exercise   of such rights and shall promptly make good all physical damage to the   Property caused by such entry; Landlord's Costs To pay to the Landlord on   demand amounts equal to such Costs as it may properly and reasonably incur:   4.19 in connection with any application for consent made necessary by this   lease (including where consent is lawfully refused or the application is   withdrawn); incidental to or in reasonable contemplation of the preparation   and service of a schedule of dilapidations (whether before or within three   (3) months after the end of the Term) or a notice or proceedings under   Section 146 or Section 147 of the Law of Property Act 1925 (even if   forfeiture is avoided other than by relief granted by the Court); in   connection with the enforcement or remedying of any breach of the covenants   in this lease on the part of the Tenant and any Guarantor; incidental to or   in reasonable contemplation of the preparation and service of any notice   under Section 17 of the 1995 Act; 4.19.1 4.19.2 4.19.3 4.19.4 4.20 Yielding   up Immediately before the end of the Term: (i) to give up the Property   repaired and decorated and otherwise in accordance with the Tenant's   covenants in this lease; if the Landlord so requires, to remove all   alterations made during the Term or any preceding period of occupation by the   Tenant and reinstate the Property as required by the Biovex Lease and as the   Landlord shall reasonably direct and to its reasonable satisfaction; to   remove all signs, tenant's fixtures and fittings and other goods from the   Property (save to the extent that such tenant's fixtures and fittings are not   required to be removed under the terms of the Biovex Lease), and make good   any damage caused thereby to the Landlord's reasonable satisfaction; to   replace any damaged or missing Landlord's fixtures with ones of no less   quality and value; to replace all carpets with ones of no less quality and   value than those in the Property at the start of the Contractual Term; to   give to the Landlord all operating and maintenance manuals together with any   health and safety files relating to the Property; I J (ii) , I j (iii) J (iv)   (v) (vi) 11 


    




 










Ll D 0 0 D 0 0   0 0 0 0 0 0 0 (vii) to provide evidence of satisfactory condition and   maintenance of plant and machinery including (without limitation) electrical   installation condition reports in respect of all of the electrical circuits   and supply equipment in the Property, other condition reports as required   under any relevant statute or European Union law, regulation or directive and   copies of all service records; to return any security cards or passes   provided by the Landlord for use by the Tenant and its visitors. (viii) 4.21   Encumbrances To perform and observe the Encumbrances so far as they relate to   the Property. Roads Etc Not to obstruct the roads, pavements, footpaths and   forecourt areas from time to time on the Estate in any way whatsoever and not   to use any part of the forecourts and car parking spaces or other open parts   of the Property for the purpose of storage or deposit of any materials, goods,   container ships' pallets, refuse, waste scrap or any other material or   matter. Parking Restrictions Except as to any right specifically granted in   this lease not to permit any vehicles belonging to or calling upon the Tenant   to stand on the roads, car parking spaces, forecourts, pavements or footpaths   on the Estate. Regulations and Common Parts etc 4.22 4.23 4.24 At all times   during the Term to observe and perform such regulations (if any) in respect   of the Building or the Estate as the Landlord may reasonably think expedient   to the proper management of the Building or the Estate and which are notified   to the Tenant. Not to cause any obstruction to the Common Parts or any part   of the Building or the Estate. 4.24.1 4.24.2 4.25 Land Registration   Provisions Promptly following the grant of this lease the Tenant shall apply   to register this lease at the Land Registry and shall ensure that any   requisitions raised by the Land Registry in connection with that application   are dealt with promptly and properly and within one month after completion of   the registration, the Tenant shall send the Landlord official copies of its   title; Immediately after the end of the Term (and notwithstanding that the   Term has ended), the Tenant shall make an application to close the registered   title of this lease and shall ensure that any requisitions raised by the Land   Registry in connection with that application are dealt with promptly and   properly and the Tenant shall keep the Landlord informed of the progress and   completion of its application. 4.25.1 4.25.2 5 5.1 Landlord's Covenants Quiet   Enjoyment The Landlord covenants with the Tenant that, the Tenant may   peaceably enjoy the Property during the Term without any interruption by the   Landlord or any person lawfully claiming under or in trust for it. Provision   of Services The Landlord will use its reasonable endeavours to provide or   procure the provision of the Services PROVIDED THAT the Landlord shall be   entitled to withhold or vary the provision or procurement of such of the   Services as the Landlord reasonably considers necessary or appropriate in the   interests of good estate management and PROVIDED FURTHER THAT the Landlord   will not be in breach of this Clause as a result of any failure or   interruption of any of the Services: ll u n u 5.2 I _..) 12 


    




 






 



D 0 n 0 D 0 0 0   0 5.2.1 resulting from circumstances beyond the Landlord's reasonable   control, so long as the Landlord uses its reasonable endeavours to remedy the   same as soon as reasonably practicable after becoming aware of such   circumstances; or to the extent that the Services (or any of them) cannot   reasonably be provided as a result of works of inspection, maintenance and   repair or other works being carried out at the Property or the Building or   the Estate. 5.2.2 6 6.1 Insurance Landlord's insurance covenants The Landlord   covenants with the Tenant as follows: To insure the Building (other than   tenant's and trade fixtures and fittings) unless the insurance is invalidated   in whole or in part by any act or default of the Tenant: 6.1.1 (i) (ii) (iii)   (iv) with an insurance office or underwriters of repute; against loss or   damage by the Insured Risks; subject to such excesses as may be imposed by   the insurers; in the full cost of reinstatement of the Building (in modern   form if appropriate) including shoring up, demolition and site clearance,   professional fees, VAT and allowance for building cost increases; To insure   against loss of the Principal Rent thereon payable or reasonably estimated by   the Landlord to be payable under this lease arising from damage to the   Property by the Insured Risks for three years or such longer period as the   Landlord may reasonably require having regard to the likely period for   reinstating the Property; The Landlord will use its reasonable endeavours to   procure that the insurer waives its rights of subrogation against the Tenant   (so long as such provision is available in the London insurance market) and   will procure that a note of the Tenant's interest in the Property is endorsed   on the policy (either by general or specific noting); At the request and cost   of the Tenant (but not more frequently than once in any twelve month period)   to produce summary details of the terms of the insurance under this Clause   6.1; If the Building is destroyed or damaged by an Insured Risk, then, unless   payment of the insurance moneys is refused in whole or part because of the   act or default of the Tenant, and subject to obtaining all necessary planning   and other consents to use the insurance proceeds (except those relating to   loss of rent and fees) and any uninsured excess paid by the Tenant under   Clause 6.2.4(ii) in reinstating the same (other than tenant's and trade   fixtures and fittings) as quickly as reasonably practicable in modern form if   appropriate but not necessarily identical in layout and (in relation to the   Property) substantially as it was before the destruction or damage making up   any deficiency between the cost of reinstating and re-building and the   proceeds of insurance received out of the Landlord's own money; 6.1.2 6.1.3   6.1.4 6.1.5 I j l I ..-i I l .J .., 6.2 Tenant's insurance covenants The   Tenant covenants with the Landlord from and including the Insurance   Commencement Date and then throughout the Term or until released pursuant to   the 1995 Act as follows: i j To pay to the Landlord on demand sums equal to:   6.2.1 J J (i) a fair proportion (reasonably determined by the Landlord's   Surveyors) of the amount which the Landlord spends on insurance pursuant to   Clause 6.1.1; the whole of the amount which the Landlord spends on insurance   pursuant to Clause 6.1.2; the cost of property owners' liability and third   party liability insurance in connection with the Property; (ii) (iii) J 13 


    




 










IJ D n D D D D   0 0 0 0 0 D (iv) the cost of any professional valuation of the Property properly   required by the Landlord (but not more than once in any two year period);   6.2.2 To give the Landlord immediate written notice on becoming aware of any   event or circumstance which might affect or lead to an insurance claim; Not   to do anything at the Property which would or might prejudice or invalidate   the insurance of the Building or the Adjoining Property or cause any premium   for their insurance to be increased; To pay to the Landlord on demand: 6.2.3   6.2.4 (i) any increased premium and any Costs incurred by the Landlord as a   result of a breach of Clause 6.2.3; a fair proportion (reasonably determined   by the Landlord's Surveyor) of any uninsured excess to which the insurance   policy may be subject; the whole of the irrecoverable proportion of the insurance   moneys if the Building or any part are destroyed or damaged by an Insured   Risk but the insurance moneys are irrecoverable in whole or part due to the   act or default of the Tenant; (ii) (iii) 6.2.5 6.2.6 To comply with the   requirements and reasonable recommendations of the insurers; To notify the   Landlord of the full reinstatement cost of any fixtures and fittings   installed at the Property at the cost of the Tenant which become Landlord's   fixtures and fittings; Not to effect any insurance of the Property against an   Insured Risk but if the Tenant effects or has the benefit of any such   insurance the Tenant shall hold any insurance moneys upon trust for the   Landlord and pay the same to the Landlord as soon as practicable. 6.2.7 6.3   Suspension of Rent If the Property (or the means of access thereto) are unfit   for occupation and use because of damage by an Insured Risk then (save to the   extent that payment of the loss of rent insurance moneys is refused due to   the act or default of the Tenant) the Principal Rent and Service Charge (or a   fair proportion according to the nature and extent of the damage) shall be   suspende d until the date on which the Property is again fit for occupation   and use and/or accessible. Determination Right 6.4 If the Property is destroyed   or damaged by an Insured Risk such that the Property is unfit for occupation   and use and shall not be rendered fit for occupation and use within two years   and nine months of the date of such damage then either the Landlord or the   Tenant may whilst the Property has not been rendered fit for occupation and   use terminate the Contractual Term by giving to the other not less than three   (3) months' previous notice in writing PROVIDED THAT if the Property has been   rendered fit for occupation and use within three years of the date of such   damage then such notice shall be deemed not to have been given. Termination   of this lease pursuant to the provisions of Clause 6.4.1 shall be without   prejudice to the liability of either party for any antecedent breach of the   covenants and conditions herein contained (save for Clause 6.1.5 which shall   be deemed not to have applied). 6.4.1 n ' I j 6.4.2 "'i .J' l 6.5   Uninsured Risks J 6.5.1 For the purposes of this Clause 6 5: (i) These   provisions shall apply from the date on which any Insured Risk becomes an   Uninsured Risk but only in relation to the Uninsured Risk; References to an   Insured Risk becoming an Insured Risk shall, without limitation, include the   application by insurers of an exclusion, condition or I ! .J (ii) I l j 14 


    




 










u [ 0 0 0 D   limitation to an Insured Risk to the extent to which such risk thereby is or   becomes an Uninsured Risk. The Landlord shall notify the Tenant in writing as   soon as reasonably practicable after an Insured Risk becomes an Uninsured   Risk; (iii) If during the Term the Property (or part thereof or the means of   access thereto) shall be damaged or destroyed by an Uninsured Risk so as to   make the Property (or part thereof) unfit for occupation or use or   inaccessible: 6.5.2 (i) The Principal Rent and the Service Charge or a fair   proportion according to the nature and extent of the damage sustained will   not be payable until the earlier of the date on which: (a) The Property shall   again be fit for occupation and use excluding fitting out and replacement of   contents and made accessible; or This Lease shall be terminated in accordance   with Clause 6.5.2 (ii) or 6.5.5; (b) n (ii) The Landlord may within one year   of the date of such damage or destruction serve notice on the Tenant confirming   that it will reinstate the Property (a 'Reinstatement Notice') so that the   Property shall be fit for occupation and use and made accessible and if the   Landlord fails to serve a Reinstatement Notice by the expiry of such   prescribed period this Lease will automatically end on the date one year   after the date of such damage or destruction; ; i L.1 0 J J J Clause 6.5.2(i)   shall not apply if an Insured Risk shall have become an Uninsured Risk owing   to the act or default of the Tenant or any person deriving title under the   Tenant or their respective agents, employees, licensees, invitees or   contractors; If the Landlord shall have served a Reinstatement Notice the   provisions of Clause 6.1.5 shall apply as if the damage has been caused by an   Insured Risk; If the Landlord shall have served a Reinstatement Notice and   such reinstatement has not been completed by the date two years and nine   months of the date of such damage at any time after that date the Landlord or   the Tenant may terminate this Lease by serving not less than three months'   notice on the other stating that it terminates this Lease, and if by the end   of such notice the Property and/or access to it have been reinstated so that   the Property is fit for occupation and use and is accessible the notice shall   be void and this Lease shall continue in full force and effect; Service of a   Reinstatement Notice shall not oblige the Landlord to replace any Tenant's   fitting out works or property belonging to the Tenant or any third party.   6.5.3 6.5.4 6.5.5 l _j 6.5.6 l .l 7 7.1 Provisos Forfeiture If any of the   following events occur: l I J 7.1.1 the Tenant fails to pay any of the rents   payable under this lease within 21 days of the due date (whether or not   formally demanded); or the Tenant or Guarantor breaches any of its   obligations in this lease; or the Tenant or Guarantor being a company   incorporated within the United Kingdom 7.1.2 7.1.3 l .J (i) (ii) has an   Administration Order made in respect of it; or passes a resolution, or the   Court makes an Order, for the winding up of the Tenant or the Guarantor,   otherwise than a member's voluntary winding up of a solvent company for the   purpose of amalgamation or reconstruction previously consented to by the   Landlord (consent not to be unreasonably withheld); or has a receiver or   administrative receiver or receiver and manager appointed over the whole or   any part of its assets or undertaking; or l J (iii) ••1 15 


    




 










IJ D D D 0 0 0   0 0 0 0 0 D 0 D D B IJ lJ (iv) (v) is struck off the Register of Companies;   or is deemed unable to pay its debts within the meaning of Section 123 of the   Insolvency Act 1986; or proceedings or events analogous to those described in   Clause 7.1.3 shall be instituted or shall occur where the Tenant or Guarantor   is a company incorporated outside the United Kingdom; or the Tenant or   Guarantor being an individual: 7.1.4 7.1.5 (i) (ii) has a bankruptcy order   made against him; or appears to be unable to pay his debts within the meaning   of Section 268 of the Insolvency Act 1986; then the Landlord may re-enter the   Property or any part of the Property in the name of the whole and forfeit   this lease and the Term created by this lease shall immediately end, but   without prejudice to the rights of either party against the other in respect   of any breach of the obligations contained in this lease; Notices 7.2 All   notices under or in connection with this lease shall be given in writing Any   such notice shall be duly and validly served if it is served (in the case of   a company) to its registered office or (in the case of an individual) to his   last known address; Any such notice shall be deemed to be given when it is:   7.2.1 7.2.2 7.2.3 (i) (ii) personally delivered to the locations listed in   Clause 7.2.2; or sent by registered post, in which case service shall be   deemed to occur on the third Working Day after posting. 7.3 No Implied   Easements The grant of this lease does not confer any rights over the   Building or the Estate or the Adjoining Property or any other property except   those mentioned in Part I of the First Schedule, and Section 62 of the Law of   Property Act 1925 is excluded from this lease; Break Clause The Tenant may   terminate the Contractual Term on the Break Date by giving to the Landlord   not less than nine (9) months' previous notice in writing; Any notice given   by the Tenant shall operate to terminate the Contractual Term only if: 8 8.1   8.2 (i) the Principal Rent reserved by this lease have been paid by the time   of such termination; and the Tenant gives the Landlord possession of the   Property on termination free from any sublease and any third party   occupational interests; (ii) 8.3 Upon termination the Contractual Term shall   cease but without prejudice to any claim in respect of any prior breach of   the obligations contained in this lease; Time shall be of the essence for the   purposes of this Clause. If the Tenant terminates this Lease in accordance   with this clause 8 the Landlord shall promptly reimburse the Tenant in   respect of any sums received which relate to a period following termination   of this Lease. Contracts (Rights of Third Parties) Act 1999 A person who is   not a party to this lease has no right under the Contracts (Rights of Third   Parties) Act 1999 to enforce any terms of this lease. 8.4 8.5 9 16 ....1 


    




 










IJ D 0 0 0 D 0   0 0 D 0 0 c 10 10.1 Exclusion of Security of Tenure The Landlord and the   Tenant agree that Sections 24 to 28 of the 1954 Act shall be excluded from   the tenancy created by this lease; The Landlord has served on the Tenant a   notice as referred to in section 38A(3)(a) of the 1954 Act and the Tenant has   made a declaration pursuant to the requirements of Schedule 2 of the 2003   Order the original or a true copy of which declaration is annexed to this   lease. 10.2 Executed by the parties as a Deed on the date specified in the   Prescribed Clauses. ;1 j''· 9 1 .J J J 17 


    




 






 



u 0 n 0 D 0 0 0   0 0 0 D 0 The First Schedule Part I - Easements and Other Rights granted   There are granted to the Tenant (in common with others authorised by the   Landlord) unless otherwise indicated: 1 The right to use the relevant Estate   Common Areas and the Common Parts for access to and from the Property and for   all purposes for which they are designed; Free and uninterrupted use of all   existing and future Conduits which serve the Property, subject to the   Landlord's rights to re-route the same subject to there being no unreasonable   interruption of services; The right to enter the Building (excluding the   Lettable Units) and/or the Estate and/or the Adjoining Property excluding any   buildings which are occupied as necessary to perform Clause 4.4 [repair] on reasonable   prior written notice to the Landlord, subject to causing as little   inconvenience as practicable and complying with conditions reasonably imposed   by the Landlord and making good all physical damage caused; The right of   support and protection from the remainder of the Building; The right to use   such areas of the Building as the Landlord from time to time designates for   plant and equipment serving only the Property (subject to approval under   Clause 4.11.2); The exclusive right to use 48 parking spaces at the Building   in such locations as the Landlord from time to time allocates. 2 3 4 5 6 Part   II - Exceptions and Reservations There are excepted and reserved to the   Landlord (and also exercisable by others authorised by the Landlord): 1 The   right to carry out any building, rebuilding, alteration or other works to the   Building, the Estate and the Adjoining Property (including the erection of   scaffolding) notwithstanding any temporary interference with light and air   enjoyed by the Property; Free and uninterrupted use of all existing and   future Conduits which are in the Property and serve the Building, the Estate   or the Adjoining Property; Rights of entry on the Property as referred to in   Clause 4.18; The right to regulate and control in a reasonable manner the use   of the Common Parts, and the Estate Common Areas; The right to alter the   layout of the roads forecourts footpaths pavements and car parking areas from   time to time on the Estate in such manner as the Landlord may reasonably   require PROVIDED THAT such alterations do not materially diminish the   Tenant's rights under this lease; The right of support and protection for   other parts of the Building; The right in the last six months of the Term to   view the Property with prospective tenants upon giving reasonable notice and   the right throughout the Term to view the Property with prospective   purchasers upon giving reasonable notice. 2 3 4 5 l . I LJ 6 7 n u D Part Ill   - Encumbrances The covenants declarations and other matters affecting the   Property contained or referred to in the Landlord's freehold reversionary   title number ON130606 as at the date of this lease 18 


    




 










lJ 0 0 0 D 0 D   0 0 0 nu 0 The Second Schedule Rent Review 1 1.1 1.2 In this Schedule: Review   Date means the Review Date; Current Rent means the Principal Rent payable   under this lease immediately before the Review Date Index means the Retail   Prices Index (All Items: including housing and mortgage costs) published by   the Office for National Statistics or (if not available) such index of   comparative prices as the Landlord shall reasonably require; Indexed Rent   means: 1.3 1.4 ft2o 2 f Current Rent multiplied by (AlB) per annum where: !   figure shown in the Index for • ·"*"'"'"" ie Reoiew   Bah!, A = = b{V\"""j 2016 B The figure shown in the Index for   1.5 Revised Rent means the new Principal Rent following the Review Date   pursuant to paragraph 2 of the Second Schedule. The Principal Rent shall be   reviewed on the Review Date to the higher of: the Current Rent (disregarding   any suspension or abatement of the Principal Rent); and the Indexed Rent   ascertained in accordance with this lease; If a Revised Rent has not been   ascertained by the Review Date: the Current Rent shall continue to be payable   until the Revised Rent is ascertained; when the Revised Rent is ascertained:   2 2.1 2.2 3 3.1 3.2 3.2.1 the Tenant shall pay within 14 days of   ascertainment of the Revised Rent: (i) any difference between the Principal   Rent payable immediately before the Review Date and the Principal Rent which   would have been payable had the Revised Rent been ascertained on the Review   Date (the Balancing Payment); and 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   Review Date; n ! (ii) l _i 3.2.2 the Landlord and Tenant shall sign and   exchange a memorandum recording the amount of the Revised Rent. 4 nme shall   not be of the essence for the purposes of this Schedule. - i j -1 j ' _j -! J   19 


    




 










lJ 0 0 D D D D   D 0 0 0 0 The Third Schedule Guarantee The Guarantor covenants with the   Landlord as principal debtor: that throughout the Term or until the Tenant is   released from its covenants pursuant to the 1995 Act: 1 1.1 The Tenant will   pay the rents reserved by and perform its obligations contained in this   lease; The Guarantor will indemnify the Landlord on demand against all Costs   arising from any default of the Tenant in paying the rents and performing its   obligations under this lease; 1.1.1 1.1.2 1.2 the Tenant [(here meaning the   Tenant so named in the Prescribed Clauses)] will perform its obligations   under any authorised guarantee agreement that it gives with respect to the   performance of any of the covenants and conditions in this lease. The   liability of the Guarantor shall not be affected by: Any time given to the   Tenant or any failure by the Landlord to enforce compliance with the Tenant's   covenants and obligations; The Landlord's refusal to accept rent at a time   when it would or might have been entitled to re­ enter the Property; Any   variation of the terms of this lease; Any change in the constitution,   structure or powers of the Guarantor the Tenant or the Landlord or the   administration, liquidation or bankruptcy of the Tenant or Guarantor; Any act   which is beyond the powers of the Tenant; The surrender of part of the   Property; Where two or more persons have guaranteed obligations of the Tenant   the release of one or more of them shall not release the others. The   Guarantor shall not be entitled to participate in any security held by the   Landlord in respect of the Tenant's obligations or stand in the Landlord's   place in respect of such security. If this lease is disclaimed, and if the   Landlord within 6 months of the disclaimer requires in writing the Guarantor   will enter into a new lease of the Property at the cost of the Guarantor on   the terms of this lease (but as if this lease had continued and so that any   outstanding matters relating to rent review or otherwise shall be determined   as between the Landlord and the Guarantor) for the residue of the Contractual   Term from and with effect from the date of the disclaimer. If this lease is   forfeited and if the Landlord within 6 months of the forfeiture requires in writing   the Guarantor will (at the option of the Landlord): enter into a new lease as   in paragraph 5 above with effect from the date of the forfeiture; or pay to   the Landlord on demand an amount equal to the moneys which would otherwise   have been payable under this lease until the earlier of 6 months after the   forfeiture and the date on which the Property is fully relet. 2 2.1 2.2 2.3   2.4 2.5 2.6 3 4 5 [l 6 6.1 6.2 l .....'I I J 20 


    




 










D u n 0 0 D 0 0   0 .., J 0 l J The Fourth Schedule Service Charge Part I - Calculation and   payment of the Service Charge 1 1.1 In this Schedule unless the context   otherwis e requires: Accounting Date means 31 December in each year or such   other date as the landlord notifies in writing to the Tenant from time to   time; Accounting Year means the period from but excluding one Accounting Date   to and including the next Accounting Date; Estimated Service Charge means the   landlord's Surveyor's reasonable and proper estimate of the Service Charge   for the Accounting Year notified in writing to the Tenant from time to time;   Service Cost means all reasonable and proper costs and expenses paid or   incurred by the Landlord in relation to the provision of the Services   (including irrecoverable VAT); Tenant's Share means a fair and reasonable   proportion of the Service Cost. The Service Charge shall be the Tenant's   Share of the Service Cost in respect of each Accounting Year, and if only   part of an Accounting Year falls within the Term the Service Charge shall be   the Tenant's Share of the Service Cost in respect of the relevant Accounting   Period divided by 365 and multiplied by the number of days of the Accounting   Year within the Term. The landlord shall have the right to adjust the   Tenant's Share from time to time to make reasonable allowances for   differences in the services provided to or enjoyable by the other occupiers   of the Building or the Estate. The Tenant shall pay the Estimated Service   Charge for each Accounting Year to the landlord in advance by equal   instalments on the Quarter Days, (the first payment for the period from and   including the Service Charge Commencement Date to (but excluding) the next   Quarter Day after the Service Charge Commencement Date to be made on the   Service Charge Commencement Date); and If the Landlord's Surveyor does not   notify an estimate of the Service Charge for any Accounting Year the   Estimated Service Charge for the preceding Accounting Year shall apply; and   Any adjustment to the Estimated Service Charge after the start of an   Accounting Year shall adjust the payments on the following Quarter Days   equally. As soon as practicable after the end of each Accounting Year the   landlord shall serve on the Tenant a summary of the Service Cost and a   statement of the Service Charge certified by the Landlord's Surveyor which   shall be conclusive (save in the case of manifest error). The difference   between the Service Charge and the Estimated Service Charge for any   Accounting Year (or part) shall be paid by the Tenant to the landlord within   fourteen days of the date of the statement for the Accounting Year, or   allowed against the next Estimated Service Charge payment, or after the   expiry of the Term refunded to the Tenant. 1.2 1.3 1.4 1.5 2 3 4 4.1 4.2 5 6   ) _.l 1 I 7 f The Tenant shall be entitled by appointment within a reasonable   time following service of the Service Charge statement to inspect the   accounts maintained by the landlord and the Landlord's Surveyor relating to   the Service Cost and supporting vouchers and receipts at such location as the   landlord reasonably directs. -J' J l j _j l ...1 21 


    




 










n c 0 0 D n 0 0   0 0 D 0 Part II - Estate Services In relation to the Estate the provision of   the following services or the Costs incurred in relation to: 1 The Common   Areas Repairing, maintaining and (where appropriate) cleaning, lighting and   (as necessary) altering renewing, rebuilding and reinstating the Estate   Common Areas. Conduits The repair, maintenance and cleaning and (as   necessary) replacement and renewal of all Conduits within the Estate Common   Areas. Plant and machinery Hiring, operating, inspecting, servicing,   overhauling, repairing, maintaining, cleaning, lighting and (as necessary)   renewing or replacing any plant, machinery, apparatus and equipment from time   to time within the Estate Common Areas or used for the provision of services   to the Estate and the supply of all fuel and electricity for the same and any   necessary maintenance contracts and insurance in respect thereof. Signs   Maintaining and (where appropriate) cleaning and lighting and (as necessary)   renewing and replacing the signboards, all directional signs, fire regulation   notices, advertisements, bollards, roundabouts and similar apparatus or   works. Landscaping Maintaining, tending and cultivating and (as necessary)   re-stocking any garden or grassed areas including replacing plants, shrubs   and trees as necessary. Common facilities Repairing maintaining and (as   necessary) rebuilding as the case may be any party walls or fences, party   structures, Conduits or other amenities and easements which may belong to or   be capable of being used or enjoyed by the Estate in common with any land or   buildings adjoining or neighbouring the Estate. Security Installation,   operation, maintenance, repair, replacement and renewal of closed circuit   television systems and other security systems. Outgoings Any existing and   future rates, taxes, charges, assessments and outgoings in respect of the   Estate Common Areas or any part of them except tax (other than VAT) payable   in respect of any dealing with or any receipt of income in respect of the   Estate Common Areas. Transport The provision of a bus service to and from   Didcot or such other transport and/or location (if any) deemed necessary by   the Landlord. Statutory requirements The cost of carrying out any further   works (after the initial construction in accordance with statutory   requirements) to the Estate Common Areas required to comply with any statute.   Management and Staff The proper and reasonable fees, costs, charges, expenses   and disbursements (including irrecoverable VAT) of any person properly   employed or retained by the Landlord for or in connection with surveying or   accounting functions or the performance of the Estate Services and any other   duties in and about the Estate relating to the general management,   administration, security, maintenance, protection and cleanliness of the   Estate: 2 3 4 5 6 7 n 8 l-l l l_j 9 n u' ' 10 0 l j 11 11.1 .. J 22 


    




 










11.2 Management   costs fees and disbursements in respect of the Estate of 10% of the Service   Cost {excluding costs under this clause 11.2). Providing staff in connection   with the Estate Services and the general management, operation and security   of the Estate and all other incidental expenditure including but not limited   to: 0 0 0 0 0 0 n 11.3 11.3.1 salaries, National Health Insurance, pension and   other payments contributions and benefits; uniforms, special clothing, tools   and other materials for the proper performance of the duties of any such   staff; providing premises and accommodation and other facilities for staff.   11.3.2 11.3.3 12 Enforcement of Regulations The reasonable and proper costs   and expenses incurred by the Landlord in enforcing the rules and regulations   from time to time made pursuant to Clause 4.24 provided that the Landlord   shall use all reasonable endeavours to recover such costs and expenses from   the defaulting party and provided further that there shall be credited   against the Service Cost any such costs recovered. Insurances Effecting such   insurances {if any) as the Landlord may properly think fit in respect of the   Estate Common Areas the plant, machinery, apparatus and equipment used in   connection with the provision of the Estate Services {including without   prejudice those referred to in paragraph 3 above) and any other liability of   the Landlord to any person in respect of those items or in respect of the   provision of the Estate Services. Professional valuations for insurance   purposes {but not more than once in any two year period); Any uninsured   excesses to which the Landlord's insurance may be subject. Generally Any   reasonable and proper costs {not referred to above) which the Landlord may   incur in providing such other services and in carrying out such other works   as the Landlord may reasonably consider to be reasonably desirable or   necessary for the benefit of occupiers of the Estate. Anticipated Expenditure   Establishing and maintaining reserves to meet the future costs (as from time   to time estimated by the Landlord's Surveyor) of providing the Estate   Services; Borrowing The costs of borrowing any sums required for the provision   of the Estate Services at normal commercial rates available in the open   market or if any such sums are loaned by the Landlord or a Group Company of   the Landlord interest at Base Rate. VAT Irrecoverable VAT on any of the   foregoing. 13 13.1 13.2 13.3 14 0 l 15 l 16 I -l 17 , I .J -<' 23 


    




 










LJ 0 D Part Ill   - Building Services In relation to the Building, the provision of the   following services or the Costs incurred in relation to: Repairs to the   Building (including lifts and Conduits) Repair, renewal, decoration, cleaning   and maintenance of the foundations, roof, exterior and structure, the lifts   and all lift machinery, the Conduits, plant and equipment (which are not the   1 D 0 D 0 D D 0 0 c c 0 un 0 responsibility of any tenants of the Building   Common Parts ). 2 (a) Repair, renewal, decoration, cleaning, maintenance and   lighting of the Common Parts and other parts of the Building not comprised in   the Lettable Units; Furnishing, carpeting and equipping the Common Parts;   Cleaning the outside of all external windows; Providing and maintaining any   plants, or floral displays in the Common Parts; Providing signs, nameboards   and other notices within the Building including a sign giving the name of the   Tenant or other permitted occupier and its location within the Building in   the entrance lobby of the Building. (b) (c) (d) (e) 3 Heating etc. services   (a) Providing heating, air conditioning and ventilation other than to the   Lettable Units to such standards and between such hours as the Landlord reasonably   decides; Procuring water and sewerage services. (b) 4 Fire Fighting and   Security Provision, operation, repair, renewal, cleaning and maintenance of   fire alarms, sprinkler systems, fire prevention and fire fighting equipment   and ancillary apparatus and security alarms, apparatus, closed circuit   television and systems as the Landlord considers appropriate. Insurance   Effecting such insurances (if any) as the Landlord may properly think fit in   respect of the Common Parts and all Landlord's plant, machinery, apparatus   and equipment and any other liability of the Landlord to any person in   respect of those items or in respect of the provision of the Building   Services; Professional valuations for insurance purposes (but not more than   once in any two year period); Any uninsured excesses to which the Landlord's   insurance may be subject. Statutory Requirements All existing and future   rates, taxes, charges, assessments and outgoings payable to any competent   authority or for or in connection with utilities except in respect of the   Lettable Units. Management and Staff The proper and reasonable fees, costs,   charges, expenses and disbursements (including irrecoverable VAT) of any   person property employed or retained by the Landlord for or in connection   with surveying or accounting functions or the performance of the Building   Services and any other duties in and about the Building relating to the   general management, administration, security, maintenance, protection and   deanliness of the Building: Management fees and disbursements incurred in   respect of the Building of 10% of the Service Cost (excluding costs under   this Clause 7.2). 5 5.1 5.2 5.3 6 7 7.1 n 7.2 ..J I I .I i I ....'. 24 


    




 










IJ D n 0 0 D 0   0 D 0 0 0 '.l 7.3 Providing staff in connection with the Building Services   and the general management, operation and security of the Building and all   other incidental expenditure including but not limited to: (i) salaries,   National Health Insurance, pension and other payments contributions and   benefits; uniforms, special dothing, tools and other materials for the proper   performance of the duties of any such staff; providing premises and   accommodation and other facilities for staff. (ii) (iii) 8 8.1 General   Establishing and maintaining reserves to meet the future costs (as from time   to time estimated by the Landlord's Surveyor) of providing the Building   Services; Any reasonable and proper costs (not referred to above) which the   Landlord may incur in providing such other services and in carrying out such   other works as the Landlord may reasonably consider to be reasonably   desirable or necessary for the benefit of occupiers of the Building. The   costs of borrowing any sums required for the provision of the Services at   normal commercial rates available in the open market or if any such sums are   loaned by the Landlord or a Group Company of the Landlord interest at Base   Rate. VAT Irrecoverable VAT on any of the foregoing. 8.2 8.3 9 ;-1 J '1 l j J   l .J _j 25 


    




 






 



u D D D 0 D 0 D   0 D 0 0 0 D 0 0 B Annexure (Declaration [simple or statutory] per Schedule 2   of the 2003 Order) J 26 


    




 










0 c 0 n c D 0   (name of declarant) of . 1?/.d:r.?:J.. .f.ll14 -:'?..............   '7./tUU.IiiMJI(.7f/u.1 .Ku'....... (address) do solemnlY and sincerely d   that-{/ tk:AtJJ fl#".ea. cfr/ REPU UNE UMfTED (Company number 9496393)   whose registered office is at The Magdalen Centre, Oxford Science Park,   Robert Robinson Avenue, Oxford OX4 4GA LIMITED (the "tenant")   proposes to enter into a tenancy of premises at 69 and 70 Innovation Drive,   Milton Park, Abingdon, Oxfordshire OX14 4RQ for a term commencing on a date   to be agreed between the landlord and the tenant The tenant proposes to enter   into an agreement with MEPC . TON PARK NO. 1 LMTED (Company number 5491870)   and MEPC .LTON PARK NO.2 LIMITED (Company number 5491806) both of whose   registered offices are at Lloyds Chambers, 1 Portsoken Street, London, E1 8HZ   (the "landlord") that the provisions of sections 24 to 28 of the   Landlord and Tenant Act 1954 (security of tenure) shall be excluded in   relation to the tenancy. 1 2 3 The landlor d has served on the tenant a notice   in the form, or substantially in the form, set out in Schedule 1 to the   Regulatory Reform (Business Tenancies) (Engfand and Wales) Order 2003. The   form of notice set out in that Schedule is reproduced below. The tenant has   read the notice referred to in paragraph 3 above and accepts the consequences   of entering into the agreement referred to in paragraph 2 above. 4 5 Iam duly   authorised by the tenant to make this declaration. To: Replimune Limited The   Magdalen Centre, Oxford Science Park, Robert Robinson Avenue, Oxford OX4 4GA   "'"! ' u From: MEPC Milton Park No. 1 Limited and MEPC Milton Park   No. 2 Limited Lloyds Chambers, 1 Portsoken Street, London, E1 8HZ il • I j   IMPORTANT NOTICE You are being offered a lease without security of tenure. Do   not commit yourself to the Ieese unless you have read this message carefully   and have discussed it with a professional adviser. Business tenants normally   have security of tenure - the right to stay in their business premises when   the lease ends. tf you commit yoursetf to the lease you will be gMng up these   important legal rights. -You will have no right to stay in the premises when   the lease ends. 4Jnless the landlofd chooses to offer you another lease, you   win need to leave the premises. -You will be unable to claim compensation for   the loss of your business premises, unless the lease specifically gives you   this right. -If the landlord offers you another lease, you will have no right   to ask the court to fix the rent. It is therefore important to get   professional advice - from a qualified surveyor, lawyer or accountant -   before agreeing to give up these rights. If you want to ensure that you can   stay in the same business premises when the lease ends, you should consult   your adviser about another form of lease that does not exclude the protection   of the Landlord and Tenant Act 1954. If you receive this notice at least 14   days before committing yourself to the lease, you will need to sign a simple   declaration that you have received this notice and have accepted its consequences,   before signing the lease. -· I ...J 


    




 










But if you do   not receive at least 14 days notice, you wUI need to sign a   "statutory" declaration. To do so, you will need to visit an   independent solicitor (or someone else 0 0 D 0 D D 0 D 0 [ [ c c 0 nu   empowered to administer oaths). Unless there is a specialreason for   committing yourself to the lease sooner, you may want to ask the landlord to   let you have at least 14 days to consider whether you wish to give up your   statutory rights. If you then decide to go ahead with the agreement to   exclude the protection of the Landlord and Tenant Act 1954, you would only   need to make a simple declaration, and so would not need to make a separate   visit to an independent solicitor. AND I make this solemn declaration   conscientiously believing the same to be true and by virtue of the Statutory   Declaration Act 1835. ............lif!l.! :................................   DECLARED at. ....... . . . ....this.. ..\.0-::-:-.... day of..'/hcu:-. 2016   Before me Henmans Freeth 5000 Oxford Business Park South OXFORD OX42BH   Clzwu../LIM. ''"eM>6'---*f'-\ (signature of person before whom   declaration is made) A eemmieeiaAer fGr Qa#la ar a soficitor empowered to   administer oaths er (ae appropriate) 


    




 










u n 0 0 0 0 0 0   0 0 0 0 Annexure (Biovex Lease) l _.l J I I .J 3 l J -l J J 27 


    




 










Dated 2011   Lease between MEPC Milton Park No. 1 Limited and MEPC Milton Park No.2   Limited and Biovex Limited relating to Cl 69 and 70 Milton Park I mmmm ·   MiltonPark BrookStreet des Roches LLP 


    




 










PRESCRIBED   CLAUSES r-····-··· --······-···--------..-..,------;-------------------,   +ovtA-1 LR1. Dateoflease 2011 Oxfordshire ox14 4RX :•. II. -·-Property LR2.   Title number(s) LR2.1 Landlord's title umber(s) ON130606 LR2.2 Other title   number(s) BK102078, ON122118, ON122717, ON130108, ON137010, ON145942,   ON146219, ON225380, ON38283, ON61862, ON72772, ON96949, ON216090 LR3. Parties   to this lease Landlord MEPC MILTON PARK NO. 1 LIMITED (Company number   5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on   behalf of MEPC Milton Park Limited Partnership, both of whose registered   offices are at 4th Floor Lloyds Chambers 1 Portsoken Street London E1 8LW   Tenant BIOVEX LIMITED (Company number 3480520) whose registered office Is at   70 Milton Park Abingdon other parties None LR4. Property In the case of a   conflict between this clause and the remainder of this lease then, for the   purposes of registration, this clause shall prevail. 69 and 70 Milton Park.   Abingdon, Oxfordshire, OX14 4RX shown edged red on the Plan marked   G$8110183/101 with a net internal floor area of 1,103.0 square metres (11,873   square feet) measured in accordance with the RIC$ Code of Measuring Practice   (sixth edition) LR5. Prescribed Statements etc. None LR6. Term for which the   Property is leased From and including 16 October 2011 To and including 15   October 2023 LR7. Premium None LRS. Prohibitions or restrictions on disposing   of this lease This tease contains a provision that prohibits or restricts   dispositions LR9. Rights of acquisition etc. L..-J ....._J. LR9.1Tenant's contractual   rights to renew this lease, to acquire the reversion or another lease of the   , or to acquire an Interest in other land None LR9.2 Tenant's covenant to (or   offer to) surrender this lease None LR9.3 Landlord's contractual rights to   acquire this lease ...._...N:....o:..:n:..:e.= ,._. •• . 


    




 










here is more   than one 2 LR10.Restrictlve covenants given in this lease by the Landlord In   respect of land other than the Property None LR11.Easements LR11.1 Easements   granted by this lease for the benefit of the Property The easements specified   in Part I of the First Schedule of this lease LR11.2 Easements granted or   reserved by this lease over the Property for the benefit of other property   The easements specified in Part II of the First Schedule of this lease   LR12.Estate rentcharge burdening the Property None LR13.Application for   standard form of restriction None I LR14 Declaration of t...,.t whete person   comprising the Ten JI.L..-· None .......-_,_, 


    




 






 



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L I 2! l   lllllD;. ,oo.o I r.::::_ 0 c:r-._._.t I.Sito..,,_lsSU411111J18. a..-wllblfla   20.0 0.0 50.0 cmllotono.ltA:nto,UF-Roc:d,Dldc:ot I OXII 7AD. ll-J l("   Li;i v 47 2. I II I I IIII11111 111111Q Scale = 1 : 1,250   t,"",.::.'l':.llajootfo AI. 814229. 


    




 










IIMiltonPark   MEPC Milton Park Innovation Centre 99 Milton Park Abingdon Oxfordshire OX14   4RY mmme 12, T3, 200 and205 Tel:01235 865555 Fax:01235 865560   Email:nquiries@miitonpark.co.uk I .· . _, ·. - . , .• ·: -   -:-www.msltonpark.co.uk ,, A34 to Newbury andM4 "" 


    




 










This lease made   on the date and between the parties specified in the Prescribed Clauses   Witnesses as follows: 1 Definitions and fnterpretation In this lease unless   the context otherwise requires: Definitions Adjoining Property means any   adjoining or neighbouring premises in which the Landlord or a Group Company   of the Landlord holds or shall at any time during the Term hold a freehold or   leasehold interest; Base Rate means the base rate from time to time of   Barclays Bank PLC or (if not available) such comparable rate of interest as   the Landlord shall reasonably require; Break Date 1 means 24 June 2016; Break   Date 2 means 24 June 2019; Building means 65-71 Milton Park (of which the   Property forms part) shown for the purposes of identification edged blue on   the Plan and includes any part of it and any alteration or addition to it or   replacement of it; Building Services means the services provided or procured   by the Landlord in relation to the Building as set out in Part 111 of the   Fourth Schedule; Common Parts means the accesses, lifts and other areas of   the Building from time to time designated by the Landlord for common use by   the tenants and occupiers of the Building: Conduit means any existing or   future media for the passage of substances or energy and any ancillary apparatus   attached to them and any enclosures for them; ContractualTerm means the term   specified in the Prescribed Clauses: Encumbrances means the obligations and   encumbrances (if any) specified in Part Ill of the First Schedule; Estate   means Milton Park, Abingdon, Oxfordshire (of which the Building forms part)   and the buildings from time to time standing on it shown on the Plan together   with any other adjoining land which is incorporated into Milton Park; Estate   Common Areas means the roads, accesses, landscaped areas, car parks, estate   management offices and other areas or amenities on the Estate or outside the   Estate but serving or otherwise benefiting the Estate as a whole which are   from time to time provided or designated for the common amenity or benefit of   the owners or occupiers of the Estate; Estate Services means the services   provided or procured by the Landlord in relation to the Estate as set out in   Part II of the Fourth Schedule; Group Company means a company which is a   member of the same group of companies within the meaning of Section 42 of the   1954 Act; Guarantor means any party to this lease so named in the Prescribed   Clauses (which in the case of an individual includes his personal   representatives) and any guarantor of the obligations of the Tenant for the   time being: Insurance Commencement Date means 16 October 2011; Insured Risks   means fire, storm, tempest. flood, impact, lightning, earthquake, explosion,   aircraft (other than hostile aircraft) and other aerial devices or articles   dropped therefrom, riot, civil commotion, labour and political disturbances.   malicious damage, terrorism, subsidence, ground slip and heave. bursting or   overflowing of water tanks apparatus or pipes and Impact by road vehicles (to   the extent that insurance against such risks may ordinarily be arranged with   an insurer of good repute) and such other risks or insurance as may from time   to time be reasonably required by the Landlord (subject in all cases to such   usual exclusions and limitations as may be imposed by the insurers), and   Insured Risk means any one of them; Landlord means the party to this lease so   named in the Prescribed Clauses and includes any other person entitled to the   immediate reversion to this lease; 1.1 3 


    




 










Landlord's   Surveyor means a suitably qualified person or firm appointed by the Landlord   (including an employee of the Landlord or a Group Company) to perform the   function of a surveyor for the purposes of this lease; Lease Particulars   means the descriptions and terms in the section headed Lease Particulars   which form part of this lease insofar as they are not inconsistent with the   other provisions of this lease; Lettable Units means any part of the Building   which is let or constructed or adapted for letting from time to time;   Permitted Use means use as a laboratory and within Class 81 of the 1987   Order; Plan means the plan or plans annexed to this lease; Prescribed Clauses   means the descriptions and terms In the section headed Prescribed Clauses   which form part of this lease; PrincipalRent means: From and including 16   October 2011 to and including 15 April 2013: ONE HUNDRED AND TWENTY TWO   THOUSAND FIVE HUNDRED POUNDS (£122,500) per annum; From and including 16   April 2013 to and including 15 October 2014: TWO HUNDRED AND FORTY FIVE   THOUSAND POUNDS {£245,000) per annum; subject to increase in accordance with   the Second Schedule; Property means the property described in the Prescribed   Clauses as altered pursuant to the 2002 Deed and includes any part of it any alteration   or addition to the Property and any fixtures and fittings in or on the   Property and includes:-(!) the floorboards, screed, plaster and other   finishes on the floors. walls. columns and ceilings, and all carpets; the   raised floors and false ceilings (including light fittings) and the voids   between the ceilings and false ceilings and the floor slab and the raised   floors; non-load bearing walls and columns in the Property and one half of   the thickness of such walls dividing the Property from other parts of the   Building; all doors and internal windows and their frames, glass and   fitments; all Conduits. plant and machinery within and solely serving the   same; all Landlord's fixtures and fittings; an alterations and additions;   {ii) {iii) (iv) (v) (vi) (vii) but excludes: (i) (ii} all structural and   external parts of the Building; all Conduits, plant and machinery serving   other parts of the Building; Rent Commencement Date means 16 October 2011;   Review Dates means 16 October 2014 and every third anniversary of it; Service   Charge means the Service Charge set out in the Fourth Schedule; Service   Charge Commencement Date means 16 October 2011; Services means the Estate   Services and the Building Services; Subletting Unit means part of the   Property consisting of a self contained unit suitable for underletting and   approved as such by the Landlord; Tenant means the party to this lease so   named in the Prescribed Clauses and includes its successors in title; Term   means the Contractual Term together with any continuation of the term or the   tenancy (whether by statute, common law holding over or otherwise); This   lease means this lease and any document supplemental to it or entered into   pursuant to it; 4 


    




 










Uninsured Risks   means any one or more of the events or perils expressly listed In the   definitions "Insured Risks" as and when (if at all) during the Term   insurance in respect of such event or peril cannot be obtained in the UK   insurance market save to the extent that it cannot be obtained in respect of the   Property as a result of any act, neglect or default of the Tenant,   undertenant or occupiers of any part of the Property or any of their   respective agents, licensees, visitors or contractors or any person under   their control; VAT means Value Added Tax and any similar tax substituted for   it or levied in addition to It; Working Day means any day except Saturdays,   Sundays and bank, public and statutory holidays; 1954 Act means the Landlord   and Tenant Act 1954; 1987 Order means the Town and Country Planning (Use   Classes) Order 1987 (as originally made); 1995 Act means the Landlord and   Tenant (Covenants) Act 1995; 2002 Deed means a deed dated 7 October 2002 made   between (1) MEPC Milton Park Limited and (2) 9iovex Limited in respect of the   part of the Property; 2003 Order means The Regulatory Reform (Business   Tenancies) (England and Wales) Order 2003. Interpretation 1.2 If the Tenant   or the Guarantor is more than one person then their covenants are joint and   several; Any reference to a statute includes any modification extension or   re-enactment of it and any orders. regulations. directions. schemes and rules   made under It; Any covenant by the Tenant not to do any act or thing includes   an obligation not knowingly to permit or suffer such act or thing to be done:   If the Landlord reserves rights of access or other rights over or in relation   to the Property then those rights extend to persons authorised by it;   References to the act or default of the Tenant include acts or default or   negligence of 1.2.1 1.2.2 1.2.3 1.2.4 .L: 1.2.5 any undertenant or of anyone   at the Property with the Tenant's or an permission or sufferance; y   undertenant's ol• • 1.2.6 1.2.1 The index and Clause headings in this lease   are for ease of reference only; References to the last year of the Term shall   mean the twelve months ending on the expiration or earlier termination of the   Term; References to Costs include all liabilities. claims, demands,   proceedings, damages, losses and proper and reasonable costs and expenses;   References to Principal Rent, Current Rent. Indexed Rent and Revised Rent are   references to yearly sums. 1.2.8 1.2.9 2 Demise The Landlord with Full Title   Guarantee DEMISES the Property to the Tenant for the Contractual Term   TOGETHER WITH the rights set out In Part I of the First Schedule, EXCEPT AND   RESERVING as mentioned in Part II of the First Schedule and SUBJECT TO the   Encumbrances: Rent The Tenant will pay by way of rent during the Term or   until released pursuant to the 1995 Act • 3 m or set off except where   required by law: •-· without any deduction counterclai 3.1 The Principal Rent   and any VAT to be paid by direct transfer or such means as the Landlord   reasonably requires by equal monthly payments in advance on the first day of   each month without deduction the first payment being the proportion due from   and including 16 October 2011 to and including 31 October 2011 to be paid on   the Rent Commencement Date The Service Charge and any VAT at the times and in   the manner set out in the Fourth Schedule; 3.2 11 ' 5 


    




 










1.-·..··-··········   ........ ..................................... ...   .......................-----r• 3.3 The following amounts and any VAT: '[• r•   the sums specified in Clauses 4.1 [interest} and 4.2 [outgoings and   utilities); the sums specified in Clause 6.2.1 [insurance]; all Costs   incurred by the Landlord as a result of any breach of the Tenant's covenants   in this lease. 3.3.1 3.3.2 3.3.3 4 Tenant's covenants The Tenant covenants   with the Landlord throughout the Term, or until released pursuant to the 1995   Act, as follows: Interest If the Landlord does not receive any sum due to it   within 14 days of the due date to pay on written demand interest on such sum   at 2 per cent above Base Rate from the due date until payment {both before and   after any judgment). provided this Clause shall not prejudice any other right   or remedy for the recovery of such sum. Outgoings and Utilities 4.1 r. 4.2 To   pay all existing and future rates, taxes, charges, assessments and outgoings   in respect of the Property provided they are not of a capital nature (whether   assessed or imposed on the owner or the occupier), except any tax (other than   VAT) arising as a result of the receipt by the Landlord of the rents reserved   by this lease and any tax arising on any dealing by the Landlord with its   reversion to this lease: To pay for all gas, electricity, water. telephone   and other utilities used on the Property, and all charges for meters and all   standing charges, and a fair and reasonable proportion of any joint charges   as determined by the Landlord's Surveyor. 4.2.1 [ , . l 4.2.2 .• 4.3 VAT   4.3.1 Any payment or other consideration to be provided to the Landlord is   exclusive of VAT, and the Tenant shall in addition pay any VAT chargeable on   the date the payment or other consideration is due; Any obligation to   reimburse or pay the Landlord's expenditure extends to irrecoverable VAT on   that expenditure, and the Tenant shall also reimburse or pay such VAT. 4.3.2   ••• 4.4 Repair 4.4.1 'I To keep the Property and any Conduits plant and   equipment serving only the Property in good and substantial repair and   condition There shall be excepted from the obligations contained in clause   4.4.1 damage caused by •• 4.4.2 ( i) the Insured Risks save to the extent   that insurance moneys are irrecoverable as a result of the act or default of   the Tenant); or · • (ii) the Uninsured Risks;; To make good any disrepair for   which the Tenant is liable within 2 months after the date of written notice   from the Landlord {or sooner if the Landlord reasonably requires); If the   Tenant fails to comply with any such notice the Landlord may enter and carry   out the work and the cost shall be reimbursed by the Tenant on written   demand. 4.4.3 4.4.4 I 4.5 . Decoration 4.5.1 To clean, prepare and paint or   treat and generally redecorate all internal parts of the Property in every   fifth year and in the last year of the Term; All the work described in Clause   4.5.1 is to be carried out: 4.5.2 (i) (ii) in a good and workmanlike manner   to the Landlord's reasonable satisfaction; and in colours which (if different   from the existing colour) are first approved in writing by the Landlord   (apprqval not to be unreasonably withheld or delayed). II -· ·-6 


    




 










I -·   ··-··--····----···--·······-4.6 Cleaning To keep the Property clean. tidy and   free from rubbish; To clean the Inside of windows and any washable surfaces   at the Property as often as reasonably necessary. 4.8.1 4.8.2 4.7 Overloading   Not to overload the floors, ceilings or structure of the Property or the   structure of the Building or any plant machinery or electrical Installation   serving the Property or the Building. Conduits To keep the Conduits In or   serving the Property clear and free from any noxious, harmful or deleterious   substance, and to remove any obstruction and repair any damage to the   Conduits as soon as reasonably practicable to the Landlord's reasonable   satisfaction. User 4.9.1 Not to use the Property otherwise than for the   Permitted Use; 4.9.2 Not to use the Property for any purpose which is: 4.8   4.9 {i) (ii) noisy, offensive, dangerous, illegal, immoral or an actionable   nuisance; or which in the reasonable opinion of the Landlord causes damage or   disturbance to the Landlord, or to owners or occupiers of any neighbouring   property; or which involves any substance which may be harmful, polluting or   contaminating other than in quantities which are normal for and used in   connection with the Permitted Use. {iii) 4.10 Signs Not to erect any sign,   notice or advertisement which is visible outside the Property without the   Landlord's prior written consent. Alterations r.111 [Ill 4.11 Not to make any   alterations or additions which: 4.11.1 (i) affect the structure of the   Building (including without limitation the roofs and foundations and the   principal or load-bearing walls, floors, beams and columns); merge the   Property with any adjoining premises; affect the external appearance of the   Property; affect the heating air-conditioning and ventilation systems at the   Building; (ii) (iii} (iv) j •• -•• 4.11.2 Not to make any other alterations   or additions to the Property without the Landlord's written consent (which is   not to be unreasonably withheld or delayed). 4.12 Preservation of Easements   Not knowingly to prejudice the acquisition of any right of light for the   benefit of the Property and to preserve all rights of light and other   easements enjoyed by th& Property; Promptly on becoming aware of the same   to give the Landlord notice if any easement enjoyed by the Property is   obstructed, or any new easement affecting the Property is 4.12.1 ..l.. •..   4.12.2 made or attempted Alienation . 4.13 Not to: (i} 4.13.1 • assign,   underlet or part with possession of the whole or part only of the Property   nor to agree to do so except by an assignment or underletting of the whole of   the Property or an underletting of a Subletting Unit permitted by this Clause   4.13; share the possession or occupation of the whole or any part of the   Property; assign, part with or share any of the benefits or burdens of this   lease, or any Interest derived from it by a virtual assignment or other   similar arrangement; • (ii) (iii) • •-7 .... . ..--···--- 


    




 










Assignment Not   to assign or agree to assign the whole of the Property without the Landlord's   written consent (not to be unreasonably withheld or delayed), provided that:   4.13.2 (I) the Landlord may withhold consent in circumstances where in the   reasonable opinion of the Landlord (a) the proposed assignee is not of   sufficient financial standing to enable it to comply with the Tenant's   covenants in thls lease; or such persons as the Landlord reasonably requires   do not act as guarantors for the assignee and do not enter into direct   covenants with the Landlord including the provisions set out in the Third   Schedule (but referring in paragraph 1.2 to the assignee); Landlord's consent   shall in every case be subject to conditions (unless (b) (ii) the expressly   excluded) requiring that: (a) the assignee covenants with the Landlord to pay   the rents and observe and perform the Tenant's covenants in this lease during   the residue of the Term, or until released pursuant to the 1995 Act; the   Tenant enters into an authorised guarantee agreement guaranteeing the   performance of the Tenant's covenants in this lease by the assignee including   the provisions set out In the Third Schedule (but omitting paragraph 1.2);   all rent due under this lease are paid before completion of the assignment;   (b} r, [I 011 (c) Underletting 4.13.3 Not to underlet or agree to underlet   the whole of the Property or a Subletting Unit nor vary the terms of any   underlease without the Landlord's written consent (not to be unreasonably   withheld or delayed). Any permitted underletting must comply with the   following: (i) the rent payable under the underlease must be: (a) not less   than the rent reasonably obtainable in the open market for the Property or   the Subletting Unit without fine or premium; payable no more than one month   in advance: subject to upward only reviews at intervals no less frequent than   the rent reviews under this lease; (b) (c) II l • (ii) the undertenant   covenants with the Landlord and in the underlease: rtl (a) to observe and   perform the Tenant's covenants in this lease (except for payment of the   rents) during the term of the underlease or until released pursuant to the   1995 Act; not to underlet, share or part with possession or occupation of the   whole or any part of the underlet premises, nor to assign or charge part only   of the underlet premises; not to assign the whole of the underlet premises   without the Landlord's prior written consent (which shall not be unreasonably   withheld or delayed); -' I • J II I ..J (b) (c) (iii) all rents and other   payments due under this lease (not the subject of a bona fide dispute) are   paid before completion of the underletting; Sections 24 to 28 of the 1954 Act   must be excluded and before completion of the underletting a cerUfied copy of   each of the following documents must be supplied to the Landlord: (iv) (a)   the notice served on the proposed undertenant pursuant to section 38A(3)(a)   of the 1954 Act; and the declaration actually made by the proposed   undertenant in compliance with the requirements of Schedule 2 of the 2003   Order; and -l II (b) •' .. 8 


    




 






 



I r• r• (c) the   proposed form of underlease containing an agreement to exclude the provisions   of sections 24 to 28 of the 1954 Act and a reference to both the notice   pursuant to section 38A(3)(a) of the 1954 Act and the declaration pursuant to   the requirements of Schedule 2 of the 2003 Order as referred to in this   clause 4.13.3; I r• and before completion of the underletting the Tenant must   warrant to the Landlord that both the notice pursuant t o section 38A(3)(a)   of the 1954 Act has been served r• on the relevant persons as required by the   1954 Act and the appropriate declaration pursuant to the requirements of   Schedule 2 of the 2003 Order as referred to in this clause 4.13.3 has been   made prior to the date on which the Tenant and the proposed undertenant became   contractually bound to enter into the tenancy to which the said notice   applies; in relation to any Subletting Unit the underlease grants such rights   as are c, (v) appropriate for the separate occupatio n and use of the   Property, reserves such r• c. Gl I I rights as are appropriate for the   separate occupation and use of the remainder of the property let by this   lease and to enable the Tenant to comply with its obligations under this   lease, an d reserves as rent:-(a) a fair proportion of the cost of insuring   the Property and the whole cost of insuring the loss of the principal rent   and service charge payable under the underlease; and a service charge which   provides for the undertenant to pa (b) y a fair and reasonable proportion of   expenditure incurred by the Tenant in relation to the maintenance, repair,   renewal, decoration and cleaning of the Property (including without   limitation the Conduits, plant and equipmen the provision of services to the   Property; t therein) and (vi) there shall be no more than two (2) units of   occupation at any time (and for this purpose a unit of occupation shall   comprise (a) each Subletting Unit which is separately underlet and (b) the   residue of the net lettable area of the Property (if any) retained by the   Tenant) (in the case of an underletting of the whole of the Property) the   underlease reserves as rent the Service Charge payable under this lease; (In   the case of an underletting of a Subletting Unit) the underlease reserves as   rent a fair and reasonable proportion of the Service Charge payable under   this lease; (vii) (viii) .I I To take all necessary steps and proceedings to   remedy any breach of the covenants of the undertenant under the underlease   and not to permit any reduction of the rent payable by any undertenant; Group   Sharing Notwithstanding Clause 4.13.1 the Tenant may share occupation of the   whole or any part of the Property with a Group Company PROVIDED THAT 4.13.4   4.13.5 ·I (a) (b) the relationship of landlord and tenant Is not created; and   occupation by any Group Company shall cease upon lt ceasing to be a Group   Company; and the Tenant Informs the Landlord in writing before each occupier   commences occupation and after it ceases occupation. .' ( c) II 4.14   Registration Within 21 days to give to the Landlord's solicitors (or as the   Landlord may direct) written notice of any assignment. charge, underlease or   other devolution of the Property or a Subletting Unit (except in the case of   a sharing in accordance with clause 4.13.5) together with a certified copy of   the relevant document and a reasonable registration fee of not less than £50.   l ...1 .I 1 -' - 9 -- 


    




 










4.15 Statutory   Requirements and Notices 4.15.1 To supply the Landlord with a copy of any   notice, order or certificate or proposal for any notice order or certificate   affecting or capable of affecting the Property as soon as it Is received by   or comes to the notice of the Tenant; To comply promptly with all notices   served by any public, local or statutory authority, and with the requirements   of any present or future statute or European Union law, regulation or   directive (whether imposed on the owner or occupier), which affects the   Property or its use; At the request of the Landlord, but at the cost of the   Landlord, to make or join the Landlord in making such objections or   representations against or in respect of any such notice, order or   certificate as the Landlord may reasonably require. 4.15.2 4,15.3 4.16   Planning Not to apply for or implement any planning permission affecting the   Property without first obtaining the Landlord's written consent (not to be   unreasonably withheld in cases where the subject matter of the planning   permission has been approved by the Landlord pursuant to the other provisions   of this lease); Contaminants and Defects 4.17.1 To give the Landlord prompt   written notice upon becoming aware of the existence of any defect in the   Property, or of the existence of any contaminant, pollutant or harmful   substance on the Property but not used in the ordinary course of the Tenant's   use of the Property; 4.17.2If so requested by the Landlord, to remove from   the Property or remedy to the Landlord's reasonable satisfaction any such   contaminant, pollutant or harmful substance introduced on the Property by or   at the request of the Tenant. Entry by landlord To permit the Landlord at all   reasonable times and on reasonable prior written notice (except in emergency)   to enter the Property in order to: 4.17 4.18 4.18.1 Inspect and record the   condition of the Property or other parts of the Building or the Adjoining   Property; remedy any breach of the Tenant's obligations under this lease;   repair, maintain, clean, alter. replace. install, add to or connect up to any   Conduits which serve the Building or the Adjoining Property; repair,   maintain, alter or rebuild the Building or the Adjoining Property; comply   with any of its obligations under this lease: 4.18.2 4.18.3 4.18.4 4.18.5   Provided that the Landlord shall cause as little inconvenience as reasonably   practicable in the exercise of such rights and shall promptly make good at   its own cost all physical damage to the Property caused by such entry.   landlord's Costs To pay to the Landlord on written demand amounts equal to   such Costs as it may properly and reasonably incur: 4.19.1 In connection with   any application for consent made necessary by this lease (including where   consent is lawfully refused or the application is withdrawn); 4.19.2   Incidental to the preparation and service of a schedule of dilapidations   {whether before or within three (3) months after the end of the Term) or a   notice or proceedings under Section 146 or Section 147 of the Law of Property   Act 1925 (even if forfeiture is avoided other than by relief granted by the   Court); 4.19.3 in connection with the enforcement or remedying of any breach   of the covenants in this lease on the part of the Tenant and any Guarantor;   4.19.4 incidental to the preparation and service of any notice under Section   17 of the 1995 Act. 4.19 10 


    




 










·· !: ·: 4.20   Yielding up Immediately before the end of the Term: (i) to give up the   Property repaired and decorated and otherwise in accordance with the Tenant's   covenants in this lease and to the extent to which the 2002 Deed relates to   the Property as required by the 2002 Deed and in the condition required by   this Lease and to remove all tenant's fixtures and chattels; if the Landlord   so requires. to remove all alterations made during the Term or any preceding   period of occupation by the Tenant and reinstate the Property as the Landlord   shall reasonably direct and to its reasonable satisfaction; to remove all   signs, tenant's fixtures and fittings and other goods from the Property (save   to the extent that such tenant's fixtures and fittings are not reQuired to be   removed under the terms of the 2002 Deed). and make good any damage caused   thereby to the Landlord's reasonable satisfaction: to replace any damaged or   missing Landlord's fixtures with ones of no less quality and value; to   replace all carpets with ones of no less quality and value than those in the   Property at the start of the Contractual Term: to give to the Landlord all   operating and maintenance manuals together with any health and safety files   relating to the Property: to provide evidence of maintenance of plant and   machinery: to return any security cards or passes provided by the Landlord   for use by the Tenant and Its visitors. (ii) (iii) :' (iv) (v) (vi) ,. .. ..;   (vii) (viii) 4.21 Encumbrances To perform and observe the Encumbrances so far   as they relate to the Property. Roads Etc Not to obstruct the roads,   pavements. footpaths and forecourt areas from time to time on the Estate in   any way whatsoever and not to use any part of the forecourts and car parking   spaces or other open parts of the Property for the purpose of storage or   deposit of any materials, goods, container ships' pallets. refuse. waste   scrap or any other material or matter. Parking Restrictions Except as to any   right specifically granted in this lease not to permit any vehicles belonging   to or calling upon the Tenant to stand on the roads. car parking spaces,   forecourts, pavements or footpaths on the Estate. Regulations and Common   Parts 4.24.1 At all times during the Term to observe and perform such   regulations (if any) in respect of the Building or the Estate as the Landlord   may reasonably think expedient to the proper management of the Building or   the Estate and which have previously notified to the Tenant in writing.   4.24.2 Not to cause any obstruction to the Common Parts or any part of the   Building. Land Registration Provisions 4.22 ­ '--t 4.23 4.24 4.25 Promptly   following the grant of this lease the Tenant shall apply to register this   lease at the Land Registry and shall ensure that any requisitions raised by   the Land Registry in -' 4.25.1 -II.I. connectio n with that application are   dealt with promptly and properly; ,•.:• 1: --; 4.25.2 Immediately after the   end of the Term (and notwithstanding that the Term has ended), the Tenant   shall make an application to close the registered title of this lease and   shall ensure that any requisitions raised by the Land Registry in connection   with that application are dealt with promptly and properly and the Tenant   shall keep the Landlord informed of the progress and completion of its   application. 11 


    




 










l ,..   ---·--..--........................ "' ... ............-. .-...... n• r•   5 5.1 Landlord's Covenants Quiet Enjoyment The Landlord covenants with the   Tenant that the Tenant may peaceably enjoy the Property during the Term   without any interruption by the Landlord or any person lawfully claiming   under or in trust for it. Provision of Services The Landlord will use its   reasonable endeavours to provide or procure the provision of the Services   PROVIDED THAT the Landlord shall be entitled to withhold or vary the   provision or procurement of such of the Services as the Landlord reasonably   considers necessary or appropriate in the interests of good estate management   and PROVIDED FURTHER THAT the Landlord will not be in breach of this Clause   as a result of any failure or interruption of any of the Services: ( 5.2 .c.   resulting from circumstances beyond the Landlord's reasonable control, so   long as the Landlord uses its reasonable endeavours to remedy the same as   soon as reasonably practicable after becoming aware of such circumstances; or   to the extent that the Services (or any of them) cannot reasonably be   provided as a result of works of inspection, maintenance and repair or other   works being carried out at the Building or the Estate. 5.2.1 L. 5.2.2 6 6.1   Insurance Landlord's insurance covenants The Landlord covenants with the   Tenant as follows: ll L1· 6.1.1 To insure the Building (other than tenant's   and trade fixtures and fittings) unless the insurance is invalidated in whole   or in part by any act or default of the Tenant: (i) (ii) {iii) {iv) with an   insurance office or underwriters of repute; against loss or damage by the   Insured Risks; subject to such excesses as may be imposed by the insurers; in   the full cost of reinstatement of the Building {in modern form if   appropriate) Cl' -l . including shoring up, demolition and site clearance,   professiona allowance for building cost increases; l fees, VAT and ·! - To   insure against loss of the Principal Rent thereon payable or reasonably   estimated by the Landlord to be payable under this lease arising from damage   to the Property by the Insured Risks for three years or such longer period as   the Landlord may reasonably require having regard to the likely period for   reinstating the Property; The Landlord will procure that the insurer waives its   rights of subrogation against the Tenant (so long as such provision is   available in the London insurance market); Not more frequently than once In   any twelve month period to produce summary details of the terms of the   insurance under this Clause 6.1; If the Building is destroyed or damaged by   an Insured Risk, then, unless payment of the insurance moneys is refused in   whole or part because of the act or default of the Tenant, and subject to   obtaining all necessary planning and other consents to use the insurance   proceeds (except those relating to loss of rent and fees) and any uninsured   excess paid by the Tenant under Clause 6.2.4(ii) in reinstating the same   (other than tenant's and trade 6.1.2 6.1.3 IJ 6.1.4 ...-. 6.1.5 ...J-fixtures   and fittings) as quickly as reasonably practicabl e In modern form if   appropriate but not necessarily identical in layout and {in relation to the   Property) substantially as it was before the destruction or damage making up   any deficiency between the cost of reinstating and rebuilding and the   proceeds of insurance received out of the Landlord's own money. Tenant's   insurance covenants The Tenant covenants with the Landlord from and including   the Insurance Commencement Date and then throughout the Term or until   released pursuant to the 1995 Act as follows: _)-6.2 -e 12 .... 


    




 










I   ..................·-··--·..-·.......-..... ---·····---..-....   _·----·--·--........ ..... . """""l r• r• 8.2.1 To   pay to the Landlord on demand sums equal to: ,. (i) a fair proportion   (reasonably and properly determined by the Landlord's Surveyors) of the   amount which the Landlord spends on insurance pursuant to Clause 6.1.1; the   whole of the amount which the Landlord spends on insurance pursuant to Clause   6.1.2; the cost of property owners' liability and third party liability   insurance in connection with the Property; the cost of any professional   valuation of the Property properly required by the Landlord (but not more   than once in any two year period); (ii) r• (iii) I (iv) r• 6.2.2 To give the   Landlord as soon as reasonably possible written notice on becoming aware of   any event or circumstance which might affect or lead to an insurance claim;   Not to knowingly do anything at the Property which would or might prejudice   or invalidate the insurance of the Building or the Adjoining Property or   cause any premium for their insurance to be increased; To pay to the Landlord   on written demand: 6.2.3 'Ll• 0-1 Jl 6.2.4 (i) any increased premium and any   Costs incurred by the Landlord as a result of a breach of Clause 6.2.3; a   fair proportion {reasonably and properly determined by the Landlord's   Surveyors) of any uninsured excess to which the insurance policy may be   subject; the whole of the irrecoverable proportion of the insurance moneys if   the Building or any part are destroyed or damaged by an Insured Risk but the   insurance moneys are irrecoverable in whole or part due to the act or default   of the Tenant; (ii) (iii) 6.2.5 To comply with the requirements and   reasonable recommendations of the insurers previously notified to the Tenant   in writing; To notify the Landlord of the full reinstatement cost of any   fixtures and fittings installed at the Property at the cost of the Tenant   which become Landlord's fixtures and fittings; Not to effect any insurance of   the Property against an Insured Risk but if the Tenant effects or has the   benefit of any such insurance the Tenant shall hold any Insurance moneys upon   trust for the Landlord and pay the same to the Landlord as soon as   practicable. G.2.6 6.2.7 6.3 Suspension of Rent If the Property (or the means   of access thereto) are unfit for occupation and use because of damage by an   Insured Risk or by an Uninsured Risk then (save to the extent that payment of   the loss of rent insurance moneys is refused due to the act or default of the   Tenant) the Principal Rent and the Service Charge (or a fair proportion   according to the nature and extent of the damage) shall be suspended until   the date on which the Property is again fit for occupation and use and/or   accessible. II .J" 6.4 n Right following damage by an Insured Risk   Determinatio IIJ 6.4.1 If the Property is destroyed or damaged by an Insured   Risk such that the Property is unfit for occupation and use and shall not be   rendered fit for occupation and use within two years and nine months of the   date of such damage then either the Landlord or the Tenant may whilst the   Property has not been rendered fit for occupation and use terminate the   Contractual Term by giving to the other not less than three calendar months'   previous notice in writing PROVIDED THAT if the Property has been rendered fit   for occupation and use within three years of the date of such damage then   such notice shall be deemed not to have been given; Termination of this lease   pursuant to the provisions of Clause 6.4.1 shall be without prejudice to the   liability of either party for any antecedent breach of the covenants and   conditions herein contained (save for Clause 6.1.5 which shall be deemed not   to have applied); .-..-. -1--- 6.4.2 -.. 13 


    




 










6.5   Determination Right following damage by an Uninsured Risk If the Property is   destroyed or damaged by an Uninsured Risk such that the Property is unfit for   occupation and use the Landlord shall serve a notice in writing on the Tenant   given within the period of twelve (12) months following the date of such   destruction or damage notifying the Tenant whether or not it intends to   rebuild or reinstate the Property. tf the Landlord has not served a notice in   accordance with clause 6.5.1 the Landlord or the Tenant may determine this   Lease by giving to the other not less than 10 Working Days notice. If the   Landlord shall serve a notice in accordance with clause 6.5.1 electing not to   reinstate the Property the Landlord or the Tenant may determine this Lease by   giving to the other not Jess than 10 Working Days notice. If the Landlord   shall have served a notice In accordance with clause 6.5.1 electing to   rebuild and/or reinstate the Property then: 6.5.1 6.5.2 6.5.3 6.5.4 (i) the   Landlord shall reinstate and rebuild the Property in accordance with the   terms of clause 6.1.5 as if the Property had been damaged or destroyed by one   of the Insured Risks; and (ii) if such rebuilding and reinstatement has not   been completed so as to make the Property fit for use and occupation within   three (3) years of the date of damage or destruction then either the Landlord   or the Tenant may at any time on or after the expiry of such three (3) years   determine the Lease by giving written notice to the other. If this Lease is   determined in accordance with clause 6.5.2, 6.5.3 or 6.5.4 then such   determination shall be without prejudice to any claim the Landlord may have   against the Tenant or any Guarantor or which the Tenant may have against the   Landlord for any previous breach of covenant or any such claim previously   accrued due. Provisos Forfeiture If any of the following events occur: 6.5.5   7 7.1 the Tenant fails to pay any of the rents payable under this lease   within 21 days of the due date (whether or not formally demanded); or the   Tenant or Guarantor breaches any of its obligations in this lease; or the   Tenant or Guarantor being a company incorporated within the United Kingdom   7.1.1 7.1.2 7.1.3 II (i) (ii) has an Administration Order made in respect of   it; or passes a resolution, or the Court makes an Order, for the winding up   of the Tenant or the Guarantor, otherwise than a member's voluntary winding   up of a solvent company for the purpose of amalgamation or reconstruction   previously consented to by the Landlord (consent not to be unreasonably   withheld); or has a receiver or administrative receiver or receiver and   manager appointed over the whole or any part of its assets or undertaking; or   is struck off the Register of Companies; or is deemed unable to pay Its debts   within the meaning of Section 123 of the Insolvency Act 1986; or   .....-./-(iii) Ill (iv) (v) II I proceedings or events analogous to those   described in Clause 7.1.3 shall be Instituted or shall occur where the Tenant   or Guarantor is a company incorporated outside the United ---'• -11. 7,1,4   Kingdom ; or 7.1.5 the Tenant or Guarantor being an individual: (i) has a   bankruptcy order made against him; or --14 L 


    




 










(ii) appears to   be unable to pay his debts within the meaning of Section 268 of the   Insolvency Act 1966; then the Landlord may re enter the Property or any part   of the Property In the name of the whole and forfeit this lease and the Term   created by this lease shall Immediately end, but without prejudice to the   rights af either party against the other In respect of any breach of the   obligations contained in this lease. Notices 7.2 All notices under or in   connection with this lease shall be given in writing Any such notice shall be   duly and validly served if it is served (in the case of a company) to its   registered office or (in the case of an individual) to his last known   address; Any such notice shall be deemed to be given when it is: 7.2.1 1.2.2   7.2.3 (i) (il) personally delivered to the locations listed in Clause 7.2.2;   or sent by registered post. in which case service shall be deemed to occur on   the third Working Day after posting. 7.3 No Implied Easements The grant of   this lease does not confer any rights over the Building or the Adjoining   Property or any other property except those mentioned in Part I of the First   Schedule, and Section 62 of the Law of Property Act 1925 is excluded from   this lease. Break Clause The Tenant may terminate the Contractual Term either   on Break Date 1 or on Break Date 2 by giving to the Landlord not less than   twelve {12) months' previous notice In writing; Any notice given by the   Tenant shall operate to terminate the Contractual Term only if: 8 8.1 8.2 ­   all rents reserved by this lease have been paid by the time of such   tennination: and {if notice is given by the Tenant to terminate the   Contractual Term on Break Date 1) a sum equal to three (3) months' worth of   the Principal Rent for the time being payable together 8.2.1 8.2.2 ­ II II   wit h a sum equal to VAT thereon at the standard rate for the time being   payabl e has been paid to the Landlord in cleared funds by the date on which   the Tenant vacates the Propert y in accordance with clause 8.2.3; and the   Tenant gives the Landlord full vacant possession of the Property on   termination; 8.2.3 8.3 Upon termination the Contractual Term shall cease but   without prejudice to any claim in respect of any prior breach of the   obligations contained in this lease; Time shall be of the essence for the   purposes of this Clause. Contracts (Rights of Third Parties) Act 1999 A   person who is not a party to this lease has no right under the Contracts   (Rights of Third Parties) Act 1999 to enforce any terms of this lease.   Exclusion of Security of Tenure The Landlord and the Tenant agree that   Sections 24 to 28 of the 1954 Act shall be excluded from the tenancy created   by this lease and the Landlord has served on the Tenant a notice as referred   to in section 38A(3)(a) of the 1954 Act and the Tenant has made a declaration   pursuant to the requirements of Schedule 2 of the 2003 Order the original or   a true copy of which declaration is annexed to this lease. 8.4 9 II 10 -• Executed   by the parties as a Deed on the date specified in the Prescribed Clauses. •I   • L_ 15 


    




 










The First   Sehedule Part I• Easements and Other Rights granted There are granted to the   Tenant (in common with others authorised by the landlord) 1 The right to use   the relevant Estate Common Areas and the Common Parts for access to and from   the Property by both pedestrians and (where appropriate) vehicles; Free and   uninterrupted use of all existing and future Conduits which are in the   Building and which serve the Property, subject to the Landlord's rights to   re-route the same subject to there being no unreasonable interruption of   services; The right to enter the Building (excluding the Lettable Units) to   perform Clause 4.4 [repair] on reasonable prior written notice to the   Landlord, subject to causing as little inconvenience as practicable and   complying with conditions reasonably imposed by the Landlord and making good   all physical damage caused; The right of support and protection from the remainder   of the Building; The right to use such areas of the Building as the Landlord   from time to time designates for plant and equipment serving only the   Property (subject to approval under Clause 4.11.2; The right to use 48   parking spaces at the Estate in such locations as the Landlord from time to   time allocates within the area edged blue on the Plan marked GS81101831100. 2   3 4 5 6 Part II • Exceptions and Reservations There are excepted and reserved   to the landlord: 1 The right to carry out any building, rebuilding,   alteration or other works to the Building the Estate and the Adjoining   Property (including the erection of scaffolding) notwithstanding any   temporary interference with light and air enjoyed by the Property providing   that as little disruption as reasonably practicable is caused to the Tenant   and subject to making good all physical damage caused; Free and uninterrupted   use of all existing and future Conduits which are in the Property and serve   the Building the Estate or the Adjoining Property; Rights of entry on the   Property as referred to in Clause 4.18; The right to regulate and control in   a reasonable manner the use of the Common Parts and Estate Common Areas: The   right to alter the layout of the roads forecourts footpaths pavements and car   parking areas from time to time on the Estate in such manner as the landlord   may reasonably require PROVIDED THAT such alterations do not materially   diminish the Tenant's rights and use and enjoyment under this lease; The   right of support and protection for other parts of the Building; The right in   the last six months of the Term to view the Property with prospective tenants   upon giving reasonable written notice and the right throughout the Term to   view the Property with prospective purchasers upon giving reasonable written   notice. 2 I 3 4 5 I -•11!11 6 7 .J - --Jl 1 -·II t Part Ill • Encumbrances   The covenants declarations and other matters affecting the Property contained   or referred to in the Landlord's freehold reversionary title number ON130606   as at the date of this lease 16 


    




 










I   ··---·-·-·····-·· .   -·····--··...··-----·----···--·····--···-·-··.·····-··-···---·-····-.....---·---..····-----[:1   ,. The Second Schedule Rent Review 1 1.1 In this Schedule: Review Date means   each of the Review Dates and Relevant Review Date shall be interpreted   accordingly; Current Rent means the Principal Rent payable under this Lease   Immediately before the Relevant Review Date Index means the Retail Prices   Index (All Items: including housing and mortgage costs) published by the   Office for National Statistics or (if not available) such index of   comparative prices as the Landlord shall reasonably require: Indexed Rent   means: Current Rent multiplied by (A/B) per annum where: 1.2 1.3 'rt• 1.4 = =   A The figure shown in the Index for the month immediately before the Relevant   Review Date; and (In the case of the first Review Date) the figure shown in   the Index for September 2011 and (in the case of the subsequent Review Dates)   the figure shown in the Index for the '• B month immediately before the   Precedin g Review Date 1.5 1.6 Preceding Review Date means the Review Date   next before the Relevant Review Date; Revised Rent means the new Principal   Rent following each Review Date pursuant to paragraph 2 of the Second   Schedule. The Principal shall be reviewed on each Review Date to the higher   of: the Current Rent (disregarding any suspension or abatement of the   Principal Rent); and the Indexed Rent ascertained in accordance with this   Lease; If a Revised Rent has not been ascertained by the Relevant Review   Date: the Current Rent shall continue to be payable until the Revised Rent is   ascertained; when the Revised Rent is ascertained: [I I =I 2 2.1 2.2 3 3.1   3.2 the Tenant shall pay within 14 days of ascertainment of the Revised Rent:   3.2.1 (I) any difference between the Principal Rent payable immediately   before the Relevant Review Date and the Principal Rent which would have been   payable had the Revised Rent been ascertained on the Relevant Review Date   (the Balancing Payment); and 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; (ii) .l I • .J the Landlord and Tenant shall sign and   exchange a memorandum recording the amount of the Revised Rent. Time shall   not be of the essence for the purposes of this Schedule. 3.2.2 ·I 4 ' II - 1   1 17 I If 


    




 






 



J r • The Third   Schedule Guarantee The Guarantor covenants with the Landlord as principal   debtor: that throughout the Term or until the Tenant is released from its   covenants pursuant to the 1995 Act: 1 1.1 The Tenant will pay the rents   reserved by and perform its obligations contained in this lease: The   Guarantor will indemnify the Landlord on demand against all Costs arising   from any default of the Tenant in paying the rents and performing Its   obligations under this lease: 1.1.1 1.1.2 1.2 'I • the Tenant [(here meaning   the Tenant so named In the Prescribed Clauses)] will perform its obligations   under any authorised guarantee agreement that it gives with respect to the   performance of any of the covenants and conditions in this lease. The   liability of the Guarantor shall not be affected by: 2 2.1 An y time given to   the Tenant or any failure by the Landlord to enforce compliance with the   Tenant's covenants and obligations; The Landlord's refusal to accept rent at   a time when It would or might have been entitled to re­ enter the Property;   Any variation of the terms of this lease: Any change in the constitution,   structure or powers of the Guarantor the Tenant or the Landlord or the   administration, liquidation or bankruptcy of the Tenant or Guarantor: Any act   which is beyond the powers of the Tenant; The surrender of part of the   Property; Where two or more persons have guaranteed obligations of the Tenant   the release of one or more of them shall not release the others. The   Guarantor shall not be entitled to participate In any security held by the   Landlord In respect of the Tenant's obligations or stand in the Landlord's   place In respect of such security. If this lease is disclaimed, and if the   Landlord within 6 months of the disclaimer requires in writing the Guarantor   will enter Into a new lease of the Property at the cost of the Guarantor on   the terms of this lease (but as if this lease had continued and so that any   outstanding matters relating to rent review or otherwise shall be determined   as between the Landlord and the Guarantor) for the residue of the Contractual   Term from and with effect from the date of the disclaimer. If this lease is   forfeited and if the Landlord within 6 months of the forfeiture requires in   writing the Guarantor will (at the option of the Landlord): enter into a new   lease as in paragraph 5 above with effect from the date of the forfeiture; or   pay to the Landlord on demand an amount equal to the moneys which would   otherwise have been payable under this lease until the earlier of 6 months after   the forfeiture and the date on which the Property is fully relet. ft ll I I   Cl [ I l I 2.2 2.3 2.4 ., : :: 2.5 2.6 3 '. '· '. 4 5 · : .·. ' 6 6.1 8.2 18 


    




 










The Fourth   Schedule Service Charge Part 1-Calculation and payment of the Service Charge   In this Schedule unless the context otherwise requires: Accounting Date means   31 December in each year or such other date as the Landlord notifies in   writing to the Tenant from time to time; Accounting Year means the period   from but excluding one Accounting Date to and including the next Accounting   Date: Estimated Service Charge means the Landlord's Surveyor's reasonable and   proper estimate of the Service Charge for the Accounting Year notified in   writing to the Tenant from time to time; Service Cost means the reasonable   and proper costs and expenses paid or incurred by the Landlord in relation to   the provision of the Building Services and the Estate Services (including   irrecoverable VAT); Tenant's Share means a fair and reasonable proportion of the   Service Cost. The Service Charge shall be the Tenant's Share of the Service   Cost in respect of each Accounting Year, and if only part of an Accounting   Year falls within the Term the Service Charge shall be the 1 1.1 1.2 1.3 .I   1.4 '• 1.5 2 c. [t [I Tenant's Share of the Service Cost in respec t of the   relevant Accounting Period divided by 365 and multiplied by the number of   days of the Accountin g Year within the Term. 3 The Landlord shall have the   right to adjust the Tenant's Share from time to time to make reasonable and   proper allowances for differences in the services provided to or enjoyable by   the other occupiers of the Building or the Estate. The Tenant shall pay the   Estimated Service Charge for each Accounting Year to the Landlord in advance   by equal instalments on the first day of each month, (the first payment for   the period from and including the Service Charge Commencement Date to {but   excluding) the first day of the next month after the Service Charge   Commencement Date to be made on the Service Charge Commencement Date); and If   the Landlord's Surveyor does not notify in writing an estimate of the Service   Charge for any Accounting Year the Estimated Service Charge for the preceding   Accounting Year shall apply; and Any adjustment to the Estimated Service   Charge after the start of an Accounting Year shall adjust the payments on the   first days of the following months equally. As soon as practicable after the   end of each Accounting Year the Landlord shall serve on the Tenant a summary   of the Service Cost and a statement of the Service Charge certified by the   Landlord's Surveyor which shall be conclusive (save in the case of manifest   error). The difference between the Service Charge and the Estimated Service   Charge for any Accounting Year (or part) shall be paid by the Tenant to the   Landlord within fourteen days of the date of 4 [I 4.1 ·. 01 4.2 5 '"11   ... -I 6 receipt o f the statement for the Accounting Year, or allowed   against the next Estimated Service Charge payment, or after the expiry of the   Term refunded to the Tenant as soon as reasonably practicable. ·II 7 The   Tenant shall be entitled by appointment following service of the Service   Charge statement to Inspect the accounts maintained by the Landlord and the   Landlord's Surveyor relating to the Service Cost and supporting vouchers and   receipts at such location as the Landlord reasonably directs. 11 -;J II - 11   11 ·:·' L 19 


    




 










Part II •   Estate Services In relation to the Estate the provision of the following   services or the Costs incurred in relation to: : I .· . j '., 1 The Common   Areas Repairing, maintaining and (where appropriate) cleaning, lighting and   {as necessary) altering renewing, rebuilding and reinstating the Estate   Common Areas. Conduits The repair, maintenance and cleaning and (as   necessary) replacement and renewal of all Conduits within the Estate Common   Areas. Plant and machinery Hiring, operating, inspecting, servicing,   overhauling, repairing, maintaining, cleaning, lighting and {as necessary)   renewing or replacing any plant, machinery, apparatus and equipment from time   to time within the Estate Common Areas or used for the provision of services   to the Estate and the supply of all fuel and electricity for the same and any   necessary maintenance contracts and insurance In respect thereof. Signs   Maintaining and (where appropriate) cleaning and lighting and (as necessary}   renewing and replacing the signboards, all directional signs, fire regulation   notices, advertisements, bollards, roundabouts and similar apparatus or works.   Landscaping Maintaining, tending and cultivating and (as necessary)   re-stocking any garden or grassed areas Including replacing plants, shrubs   and trees as necessary. Common facilities Repairing maintaining and (as   necessary) rebuilding as the case may be any party walls or fences, party   structures. Conduits or other amenities and easements which may belong to or   be capable of being used or enjoyed by the Estate in common with any land or   buildings adjoining or neighbouring the Estate. Security Installation,   operation, maintenance, repair, replacement and renewal of closed circuit   television systems and other security systems. Outgoings Any existing and   future rates, taxes, charges, assessments and outgoings in respect of the   Estate Common Areas or any part of them except tax (other than VAT) payable   in respect of any dealing with or any receipt of income In respect of the   Estate Common Areas. Transport The provision of a bus service to and from   Didcot or such other transport and/or location (If any) deemed necessary by   the Landlord. Statutory requirements The cost of carrying out any further   works (after the initial construction in accordance with statutory   requirements) to the Estate Common Areas required to comply with any statute.   Management and Staff The proper and reasonable fees, costs, charges, expenses   and disbursements (including irrecoverable VAT) of any person properly   employed or retained by the Landlord for or in connection with surveying or   accounting functions or the performance of the Estate Services and any other   duties in and about the Estate relating to the general management,   administration, security, maintenance, protection and cleanliness of the   Estate: Management costs fees and disbursements in respect of the Estate of   10% of the Service Cost (excluding costs under this clause 11.2). : 2 .,' ' •   ; : · ·: '., ) 3 4 ·.· ' 5 6 7 : I . ' ' I 8 : . ; . ' 9 10 :. 11 11.1 11.2   20 


    




 










11.3 Providing   staff in connection with the Estate Services and the general management, operation   and security of the Estate and all other Incidental expenditure including but   not limited to: 11.3.1 salaries, National Health Insurance, pension and other   payments contributions and benefits; 11.3.2 uniforms, special clothing, tools   and other materials for the proper performance of the duties of any such   staff; 11.3.3 providing premises and accommodation and other facilities for   staff. Enforcement of Regulations The reasonable and proper costs and   expenses incurred by the Landlord in enforcing the rules and regulations from   time to time made pursuant to Clause 4.24 provided that the Landlord shall   use all reasonable endeavours to recover such costs and expenses from the   defaulting party and provided further that there shall be credited against   the Service Cost any such costs recovered. Insurances Effecting such   insurances (If any) as the Landlord may properly think fit in respect of the   Estate Common Areas the plant, machinery, apparatus and eQuipment used in   connection with the provision of the Estate Services (including without   prejudice those referred to in paragraph 3 above) and any other liability of   the Landlord to any person in respect of those items or in respect of the   provision of the Estate Services. Professional valuations for insurance purposes   (but not more than once in any two year period); Any uninsured excesses to   which the Landlord's insurance may be subject. Generally Any reasonable and   proper costs (not referred to above) which the Landlord may incur in   providing such other services and in carrying out such other works as the   Landlord may reasonably consider to be reasonably desirable or necessary for   the benefit of occupiers of the Estate. Anticipated Expenditure Establishing   and maintaining reserves to meet the future costs (as from time to time   estimated by the Landlord's Surveyor) of providing the Estate Services:   Borrowing The costs of borrowing any sums required for the provision of the   Services at normal commercial rates available in the open market or If any   such sums are loaned by the Landlord or a Group Company of the Landlord   interest at Base Rate. VAT Irrecoverable VAT on any of the foregoing. 12 13   13.1 13.2 13.3 14 15 16 17 •I -J•j ..J•i • '• • ! il 21 


    




 










I I ,.. Part   Ill - Building Services In relation to the Building, the provision of the   following services or the Costs incurred in relation to: Repairs to the   Building (including lifts and Conduits) Repair, renewal, decoration, cleaning   and maintenance of the foundations, roof, exterior and structure, the lifts   and all lift machinery, the Conduits, plant and equipment {which are not the   responsibility of any tenants of the Building). Common Parts II II I 1 2 (a)   Repair, renewal, decoration, cleaning, maintenance and lighting of the Common   Parts and other parts of the Building not comprised in the Lettable Units:   Furnishing, carpeting and equipping the Common Parts; Cleaning the outside of   all external windows: Providing and maintaining any plants, or floral displays   in the Common Parts: Providing signs, nameboards and other notices within the   Building including a sign giving the name of the Tenant or other permitted   occupier and its location within the Building in the entrance lobby of the   Building. (b) (c) (d) (e) r u., 3 Heating etc. services (a} Providing   heating, air conditioning and ventilation other than to the Lettable Units to   such standards and between such hours as the Landlord reasonably decides;   Procuring water and sewerage services. r. (b) 4 fire Fighting and Security   Provision, operation, repair, renewal, cleaning and maintenance of fire   alarms, sprinkler systems, c•f fire preventio n and fire fighting equipment   and ancillary apparatus and security alarms. apparatus, closed circuit   television and systems as the Landlord considers appropriate. Insurance 5 5.1   ·-•'• Effecting such insurances (if any} as the Landlord may properly think   fit in respect of the Common Parts and all Landlord's plant. machinery,   apparatus and equipment and any other liability of the Landlord to any person   in respect of those items or in respect of the provision of the Building   Services; Professional valuations for insurance purposes (but not more than   once In any two year period); 5.2 5.3 6 •: •...: Any uninsure d excesses to   which the Landlord's insurance may be subject. Statutory Requirements All   existing and future rates. taxes, charges, assessments and outgoings payable   to any competent authority or for utilities except in respect of the Lettable   Units. ·• 7 7.1 Managemen t and Staff ...J•; The proper and reasonable fees,   costs, charges. expenses and disbursements (including Irrecoverable VAT) of   any person properly employed or retained by the Landlord for or in connection   with surveying or accounting functions or the performance of the Building   Services and any other duties in and about the Building relating to the   general management, administration, security, maintenance . protection and   cleanliness of the Building: Management fees and disbursements incurred in   respect of the Building of 10% of the Service Cost (excluding costs under   this Clause 7.2). Providing staff in connection with the Building Services   and the general management. operation and security of the Building and all   other incidental expenditure Including but not limited to: 7.2 7.3 (i)   salaries, National Health Insurance, pension and other payments contributions   and benefits; 22 


    




 










(ii) uniforms,   special clothing, tools and other materials for the proper performance of the   duties of any such staff; providing premises and accommodation and other   facilities for staff. (iii) 8 8.1 General Establishing and maintaining   reserves to meet the future costs (as from time to time estimated by the   Landlord's Surveyor) of providing the Building Services: Any reasonable and   proper costs (not referred to above) which the Landlord may incur in   providing such other services and in carrying out such other works as the   Landlord may reasonably consider to be reasonably desirable or necessary for   the benefit of occupiers of the Building. The costs of borrowing any sums   required for the provision of the Services at normal commercial rates   available in the open market or if any such sums are loaned by the Landlord   or a Group Company of the Landlord interest at Base Rate. VAT Irrecoverable   VAT on any of the foregoing. 8.2 8.3 9 23 


    




 










-.....--·····-··--------------------··········-···---------------·---------------------------------------··--·-------·----------ANNEXURE   (Declaration [simple or statutory] per Schedule 2 of the 2003 Order) 24 


    




 










.   ·····-··-----·-············-···-···   ..····•···................................................. , _ __ _   ...,................ -..........-.... ---- -------... (name of declarant) of   ..??....t\1.:.... 1 :. ..... f\ .9 {........ lhn..(: . .. .1.-;!0......   !:)X............(address) do solemnly and sincerely declare that--- BIOVEX   LIMITED (Company number 03480520) whose registered office is at 70 Milton   Park, Abingdon, Oxfordshire OX14 4RX (the tenanr) proposes to enter into a   tenancy or premises at 69 and 70 Milton Park, Abingdon, Oxfordshire OX14 4RX   for a term commencing on 16 October 2011. 1 1 2 The tenant proposes to enter   into an agreement with MEPC MILTON PARK NO. 1 LIMITED {Company number   5491670) and MEPC MILTON PARK NO.2 LIMITED f whose registered offices are at   41 ri,..ll (Company number 5491806) both o h Floor, Lloyds Chambers, 1   Portsoken Street, London, E1 8LW (the "landlord") that the   provisions of sections 24 to 28 of the Landlord and Tenant Act 1954 (security   of tenure) shall be excluded in relation to the tenancy. r • The landlord has   served on the tenant a notice in the form, or substantially in the form, set   out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and   Wales) Order 2003. The form of notice set out in that Schedule is reproduced   below. 3 r,. !rJ;;. 4 The tenant has read the notice referre d to in   paragraph 3 above and accepts the consequences of entering into the agreement   referred to in paragraph 2 above. 5 I am duly authorised by the tenant to   make this declaration. To: ·:···· we-Certify thls to be a Biovex Limited 70   Milton Park, Abingdon, Oxfordshire OX14 4RX tr e copy of the original ...,. i   [ . .f{_ROO!Sf!TREET DES RO.fHES From:· . MEPC Milton Park No. 1 Limited and   MEPC Millon Park No. 2 Limited 4111 Floor, Lloyds Chambers, 1 Portsoken   Street, London, E1 8LW IMPORTANT NOTICE • You are being offered a lease   without security of tenure. Do not commit yourself to the lease unless you   have read this message carefully and have discussed it with a professional   adviser. Business tenants normally have security of tenure - the right to   stay in their business premises when t11e lease ends. If you commit yourself   to the lease you will be giving up these important legal rights. -·YOu will   have no right to stay in the premises when the lease ends. -Unless the   landlord chooses to offer you another lease, you will need to leave the   premises. -You will be unable to claim compensation for the loss of your   business premises, unless the lease specifically gives you this right. -If   the landlord offers you another lease, you will have no right to ask the   court to fix the rent. It is therefore important to get professional advice -   from a qualified surveyor. lawyer or accountant-before agreeing to give up   these rights. If you want to ensure that you can stay ln the same business   premises when the lease ends, ·;:. ' L t yo u should consult your adviser   about another form of lease that does not exclude the protection of the   Landlord and Tenant Act 1954. If you receive this notice at least 14 days   before committing yourself to the lease, you will need to sign a simple   declaration that you have received this notice and have accepted its   consequences, before signing the lease. But if you do not receive at least 14   days notice, you will need to sign a "statutory" declaration. To do   so, you will need to visit an independent solicitor (or someone else   empowered to administer oaths). J ., t s.o1S...o. .8:.Q -".?JJ11 


    




 










Unless there is   a special reason for committing yourself to the lease sooner, you may want to   ask the landlord to let you have at least 14 days to consider whether   yOlJwish to give up your statutory rights. If you then decide to go ahead   with the agreement to exclude the protection of the Landlord and Tenant Act   1954, you would only need to make a simple declaration, and so would not need   to make a separate visit to an Independent solicitor. AND I make this solemn   declaration conscientiously believing the same to be true and by virtue of   the Statutory Declaration Act 1835. ..'.'1.'b2·; h ·1 z ,, ·t-'))' ::*:...''.   '.'' '... -J C')IO &)?.:.:: DECLARED at. . :-. ..this.... -_:\: ': .....   day of . . Before me (lll.<f ·1\...."-.J .::_) (signature of person   before whom declaration is made) A commissioner for oaths or A--sotit::itor   empowered to administer oaths or (as appropriate) C50\t E:Kc?c v 'vQ_ Stade   Legal Solicitors l37 Broadway Oidcot Qxon OXl I BRQ 


    




 






 



..------····-·----·--··---·-····-·······.   . .. LEASE PARTICULARS 11   =-=;::.::;i....:::;..:..a..::ILL..::..7=n:...::'-lo-rd-------'---M-E-P-"!-L-M-IL-lf   O=·LIMITED (Company numbe 5491670) and MEPC MILTON PARK NO.2 LIMITED (Company   .---------·--· ·-·-·--IJ I!1.;;:..be;;.;.r...::54;....:...;:;..91..:...;;8:;.;:0..:::.6L-)---------------_OriginalTenant   w----··--BIOVEX LIMITED (Company number 3480520) _o rlg1 n a IG ua. nt   o;..:..r , - N o ne _ 2 Prop!:_.;..;rt..._y ...:.   ....::6..::..9....::a;.;.:n..::..d;..:..7..::..0..;.;M.;.;;il;.;.:to:..:..n:....;cP....:a:.;...rk:..;._   ,_ ·---FioorArea Contractual Term 1,103.0 sguare metres (11,873 square   feetL'l Jn f.!J!'L..···..----12 years from and including 16 October 2011 to   and including 15 October 2023 InitialPrincipal Rent From and including 16   October 2011 to and including 15 April 2013: ONE HUNDRED AND TWENTY TWO   THOUSAND FIVE HUNDRED POUNDS (£122,500} per annum; From and including 16   April 2013 to and including 15 October 2014: TWO HUNDRED AND FORTY FIVE   THOUSAND POUNDS {£245,000) per annum; --------------·----··--·-·,;t   gktc..l!2..lO...C.L ase in accordance with the Second Schedule Rent   Commencement Date 16 October 2011 Review Dates 16 October 2014 and 16 October   2017 and ---------------------------1-6 Octob=e=r 20-2-0------------------------------Review   Type Service Charge RPI indexation -l:!. ard _onl,r;._ _ 16 October 2011   Commencement Date ::....:..;.; .::.:..:..;:..=:..:..:..:.. ...:.:..:..;:....   •••"w"" '"' "''-' ·•·•-----···---------------------Monthly:   f 1 day of month Principal Rent and Service Charge Payment Dates Insurance   Commencement Date: 16 October 2011   :.P....::e;.;.:rm=it;:.::te:..:;d;_;U::..:s:...:e:..:..:..1..(1:...:98:...=..:...7....:0:...:rd..=..::..er:.L)_--'---=B..:....1.=a.:..:..nd::.....:.::la:.::.b.:::.:ora:.=:.:..::to:..:..ry   us::..:e=-----·---·----..·--· 24 June 2016 and 24 June 2019 TenaQL:JY.YJ.9.   .9.n!Y.J._. 016:.:.:n.:;..d-=2 01 9:.L} Break Dates Break Type _ ..:,_,_   1!!__.... Parking Spaces Security of Tenure:Landlord Excluded _...a_.n...d.._,,.T   .,....e.......n. ant Act 1954 25 


    




 










EXECUTED AS A   DEED by MEPC MILTON PARK NO. 1 LIMITED acting by a director and the company   secretary or by two directors Director Director/Company Secretary }. .   EXECUTED AS A DEED by MEPC MILTON PARK NO.2 LIMITED acting by a director and   the company secretary or by two directors ) .· ..-) . '' Director   Director/Company Secretary 26 


    




 










tLJohe"   2002 Dated MEPC MILTON PARK LIMITED and BIOVEX LIMITED Counterpart DEED IN   RESPECT OF ALTERATIONS to Ground Floor Unit 69, Ground Floor Unit 70 and   First Floor Unit 70 The Business Development Centre Milton Park Abingdon   Oxfordshire ...J 


    




 










0 c c D 0 0 0 0   0 0 0 Deed in respect of Alterations OcM,c,r 3"J The Lease n j l _j -, I   -.1 ..) l -! ...) ...I - 1 - Date 9 March2001 Parties MEPC MILTON PARK   LIMITED (1) and BIOVEX LIMITED (2) Property First Floor Unit 69, Growtd Floor   Unit 70 and First Floor Unit 70 Th Business Development Centre, Milton Park,   Abingdon, Ox.fordshire Term Six (6) years from and including 9 March 2001   Dated 2002 The Landlord MEPC MILTON PARK LIMITED whose registered office is   at 103 Wigmore Street London WlU 1AH (Co Regn No 1772924) The Tenant BIOVEX   LIMITED whose registered office is at 70 Milton Pad Abingdon Oxford OX14 4RX   (Co Regn No 03480520) ' 


    




 










IJ u 0 0 D 0 0   0 0 0 D 0 1 1.1 In this Deed the following expressions shall have the   following meanings: the Landlord and the Tenant mean the parties to this Deed   respectively above referred to by those names and shall include their   respective successors in title; the Lease means the document or documents of   which short particulars are set out above under the heading "The   Lease" and includes all documents supplemental thereto; the Property   means the property demised by the Lease; the Works means the works shortly   described in the Schedule hereto and the Part I Works means those items of   the Works set out in Part I of the Schedule and the Part ll Works means those   items ofthe Works set out in Part II of the Schedule; the term means the term   of the Lease together with any continuation thereof or of the tenancy   (whether Wlder an Act of Parliament or by the Tenant holding over or for any   other reason). Where the Tenant is more than one person the covenants by such   persons herein contained are joint and several. The Landlord is entitled to   the Property in reversion immediately expectant upon the term. The Tenant is   entitled to the Property for the residue of the term. In consideration of the   Tenant's covenants contained in clause 6 of this Deed the Landlord and the   Tenant HEREBY AGREE that the Tenant will carry out the Part I Works in and   upon the Property in accordance with the provisions of this Deed. In   consideration of the Tenant's covenants contained in clause 6 of this Deed   the Landlord HEREBY GRANTS CONSENT to the Tenant to carry out the Part II   Works in and upon the Property in accordance with the provisions of this   Deed. The Tenant HEREBY COVENANTS with the Landlord: before commencing the   Works: 1.2 1.3 1.4 1.5 2 3.1 3.2 4 5 6 6.1 at the expense of the Tenant to   obtain all such licences consents and permissions as may be required by law   for the carrying out of the Works and in particular but without prejudice to   the generality thereof to obtain all consents and permissions as tnay be   required under the Town and CoWltry Planning Acts for the time being in force   and all regulations and orders made thereunder; to produce to the Landlord   and obtain the Landlord's written acknowledgement not to be unreasonably   withheld or delayed that all such licences consents and permissions are   satisfactory to the Landlord but so that the Landlord tnay refuse to express   its satisfaction with any of the said licences consents or permissions on the   ground (inter alia) that the period thereof or anything contained therein or   omitted therefrom would in the reasonable opinion of the Landlord be or be   likely to be prejudicial to the interests of the Landlord or give rise to   adverse fmancial or taxation consequences upon the Landlord whether during   the term or following the expiration thereof; to communicate particulars of   the Works to the company or underwriters with which the insurance of the   Property is maintained or to the Landlord (if so requested) and if requested   to obtain the written consent of such company or underwriters to the carrying   out of the Works and within seven days of obtaining the same to produce such   consent to the Landlord and at all times hereafter to pay within 14 days of   detnand any additional premium which may be required by the said company or   underwriters in 6.1.1 l -l 6.1.2 J J J 6.1.3 j -2- 


    




 










r D 0 0 D 0 0 D   0 0 D 0 l-..1 respect of the insurance of the Property and any other   adjoining or neighbouring premises as a result of the Works being carried   out; to give such information to the Landlord as may be reasonably required   by the Landlord that the covenants on the part of the Tenant herein contained   have been satisfactorily complied with; 6.1.4 6.2 that the Tenant will carry   out the Works at the sole expense of the Tenant in a proper and workmanlike   manner and using good quality materials of their several kinds to the   satisfaction of the Landlord and in a manner which shall not constitute any   nuisance to the Landlord or the tenants owners or occupiers of any adjoining   or neighbouring premises and in compliance with the provisions of all   relevant Acts of Parliament or European Community Law Regulation or Directive   and any orders or regulations made thereunder and for the purposes of the   Construction (Design and Management) Regulations 1994 ("CDM   Regulations") the Tenant will assume all of the obligations of the   client and will ensure that the design and execution of the Works complies   with the CDM Regulations, and, in the course of carrying out those   obligations, the Tenant will make a declaration to the Health and Safety   Executive in accordance with paragraph 4(4) of the CDM Regulations that it is   the only client in respect of the Works; that the Tenant will use reasonable   endeavours to complete the Works in manner aforesaid within six months from   the date hereof; to notify the Landlord as soon as reasonably practicable   upon commencement and completion of the Works; to indemnify and keep the   Landlord indemnified against all liability howsoever caused arising out of   the execution of the Works and in the exercise or purported exercise of the   rights hereby granted and to make good any damage caused to any adjoining or   neighbouring premises to the satisfaction of the Landlord; to permit the   Landlord (or its Surveyors) at all reasonable times on giving reasonable   notice to inspect the progress of the Works and the quality of the materials   and workmanship used therein; if so required by the Landlord: 6.3 6.4 6.5 6.6   6.7 by the expiration or sooner determination of the term; or if the Part II   Works have not been completed in accordance with this Deed within twelve   months of the date hereof; or in the event of any material breach by the   Tenant of the material terms of this Deed 6.7.1 6.7.1. 6.7.3 at the cost of   the Tenant as soon as possible to dismantle and remove the Part II Works and   to reinstate and make good the Property in such manner as the Landlord shall   reasonably direct and to the Landlord's reasonable satisfaction such   reinstatement to be carried out on the same terms (mutatis mutandis) as are stipulated   in this Deed with respect to the carrying out of the Works in the first place   (including as to consents inspection indemnity and otherwise) and to pay the   Landlord's reasonable and properly incurred legal and surveyor's fees   including Value Added Tax thereon and all disbursements reasonably and   properly incurred in respect of such reinstatement AND it shall be the duty   of the Tenant to enquire in writing of the Landlord at least six months   before the expiration of the contractual term of the Lease whether the   Landlord requires reinstatement of the Part II Works pursuant to this Clause;   It is HEREBY DECLARED: that this Deed is made subject to the rights ofthe   owners lessees and occupiers of all adjoining and neighbouring premises; rl .   i 'I ...J j J .J 7 7.1 -, I i _j -3- 


    




 










I . 0 r 0 0 D 0   D D D 0 0 0 D 7.2 that at the expiration or sooner determination of the term   the Tenant shall not be required to dismantle or remove the Part I Works or   reinstate the Property to its condition prior to the carrying out of the Part   I Works but the Tenant may remove any of those parts of the Part I Works   which are specified in Part I of the Schedule and therein marked   "Removable Items" subject to a duty to make good any damage thereby   caused that during the execution of the Works and when the same shall have   been completed all the covenants on the part of the Tenant herein contained   shall be incorporated in the Lease and the terms and conditions of the Lease   as varied by this Deed shall apply to the Property as altered in pursuance of   this Deed and the power of re-entry contained in the Lease shall be construed   and have effect accordingly; that the Landlord and its agents make no   representation as to the quality adequacy or safety of the design or method   of construction of the Works or the quality of the materials to be used and   7.3 7.4 the Tenan t acknowledges tha t th e Tenan t relies entirely on the   skill and judgement of its own advisers and contractors; that upon any review   of the rent payable under the Lease neither the existence of this Deed nor   anything herein contained nor the carrying out of the Works shall cause the   value of the reviewed rent to be less than that which would have been   obtained if this Deed had not been made and the Works had not been carried   out and for the purposes of paragraph 2.9 of the Third Schedule to the Lease   the Works shall not be deemed improvements carried out pursuant to an   obligation to the Landlord irrespective of the wording of clause 4 of this   Deed; A person who is not a party to this Deed has no right under the   Contracts (Rights of Third Parties) Act 1999 to enforce any term of this   Deed. 7.5 7.6 In witness whereof this document has been executed as a Deed   the day and year first before written. I -·I J -4- 


    




 










ll 0 n D D D 0   0 0 0 0 0 0 0-Schedule The Works Jn this Schedule Laboratory Works   Specification means the design specification prepared by lAB­ LAB Limited as·   detailed on the drawings noted on the attJJched summary of design brief drawings.   Partl The works sho:wn coloured o ge and green on the attached plans as are   more particularly described in the Laboratory Works Specification incl1.1ding   1he fue alann. and security system and all main electrical supplies.   Removable Items • • • • • All ture and fittings shown coloured orange on the   attached plans All free standing pieces of scientific equipment (including   benches and under benches) Storage cabine.ts suspended from benches marked   green on tlle ttttached plans The air handling wit ass.ociated with the input   and extract system Internal and external air conditioninJJ plant Partn The   works (other than the Part I Works noted above) more particularly described   in the Laboratory Works Specification • J _j' -, J i I -l -5- 


    




 










IJ 0 0 0 D 0 0   0 D 0 SUMMARY OF DESIGN BRIEF DRAWINGS J J J J J J .J -6-Date Description   Drawing Number 29 January 2002 Bench Layout Ground Floor Unit 69 El127-01 29   January 2002 Furniture Layout Ground Floor Unit 70 E1127-02 30 November 2000   Site Plan E1127-04 13 September 2001 Bottle/Waste Store E1127-11 Bottle/Waste   Store E1127-12 17 October 2001 Ceilin_g and Lighting Grid Unit 69 El127-13 17   October 2001 Ceiling Grid Unit 70 El127-14 23 January 2002 Electrical Outlets   Unit 69 E1127-26 28 January 2002 Electrical Outlets Unit 70 E1127-27 28   November 2001 Distribution Boards Unit 69 El127-28 28 November 2001   Distribution Boards Unit 70 El127-29 28 November 2001 Distribution Boards   Unit 70 E1127-30 29 January 2002 Emergency Lights Unit 69 El127-31 · 28 January   2002 Fire Sound & Lights Unit 70 E1127-32 6 December 2001 Drain Layout   Unit 69 El127-D1 7 December 2001 Drain Layout Unit 70 E1127-D2 20 December   2001 Cold Water Layout Unit 69 E1127-CW 20 December 2001 Cold Water Layout   Unit 70 E1127-CW 14 December 2001 C03 Gases Unit 70 El127-C02 7 December 2001   CQ2 Gases Unit 69 E1127-C02 17 October 2001 Fume Cupboard E355-1 1 November   2001 Outline Arrangement 01904379-A 27 September 2001 Air Conditioning System   Unit 69 C142111 27 September 2001 Air Conditioning System Unit 70 C1421/2 27   September 2001 Air Conditioning System First Floor Offices C1421/3 3 January   2001 First Floor Structured Cabling Reference Biovex 20733 17 November 2000   Furniture Layout Unit 69 E1127-01 17 November 2000 Furniture Layout Unit 70   Ell27-02 


    




 






 



c::J , _.J L=J   CJ \..--..J L---J l..!l.-1 L---.J L L.:J c::J CJ t=] L-.j -.._ -...w -..,.   h............ _....c..-.............. .... ·-. .M. ea._.. WliES INy•' >   minimum l 50 seatings to - . .-"""' iiiGiiiii _,_,. - F'ull   hei9ht partitions floor to st,.ucturol slob Fire Alarm Break Gloss Point   Georgian wired gloss inhll and skimmed plaster finish. o 9lozed vis1on ponel,   overhead door closers, lever t1 Light Switches s1de-s of the frome.   intumescent seal to the leading edge of door blodt. LABORATORT -SP-EC·IAUSTS   ,A._...,I.,......_....._....,.....,......._., ......,.,_,._'""' I   :;"':'::"-I I -1-Lintel• Ia 150 • 150 Reinforced Concrete with both   sides. Fire Damping to Plant Room walls, between buildin9s and to central   corl"ldor walls m PM&&. (1117 GROUND L CJDRPLAN < Fire   SoundersNew Pprti'jon$ 0 l/2hour fire roled par titions and doors throughout   () Smoke: Heat Detectors 1 /2hour f ire rated glozing will be 6mm th1c1<   clear l8l 3 Hour Non Maintained Emer9ency Lights Partitions single skin   plasterboard wdh Rot.kwool ITJ 3 Hour Maintained Emergency Lights Doors solid   core ash vtneered. Each door will hove sets, cold smoke seal and Intumescent   seal to three @ No. Of 600.600 Lights/RoomDouble/leaf and half doors will   hove smoke seal and VPVision PanelExisting doors to store rooms to hove 3mokc   seals filled. FE - f"tre Exit Si(jln and Arrow Direction ...... 1JUSICSS   ..... ,, ., .,.,.,. IDnE 1?aa ._.....:..;....,=_.,,..·..U--I.=_-_=•-lK9fu   =---=-= 


    




 










r-l L. _ _; c:J   c::J c:J t::l3 c=J c::J c=J c::J L_J c:J I.:=::J L L l--1 l..l!-1 i   L---.,.&....1...1....-..-.........._.-.-.-......l.l.liiiMTCf   ,.M.lll,f,l.l_l.u...,._d..',,-l-.l­itb .., _,..._._._ ... .......t.d!INIInch._,   minimum 150 &eot.nqs to -WLTOM IUSINCSS PMtC ......... .................,   --. ... . IOIJI: •t.aua < 0 Fire Alarm Breolc Gloss Point   -_-_.-...·..-_-_-_-_-_-_·_-Full height portiUonfloor to shucturol slob   Georgian wired 9loss. 181 J Hour Non Mointo nod Emef9ency li<jnls o glozed   vision ponel, overhead door closers, lever 1ides of the frome. intumescent   seol to lhe leading edge of door blode E'ICisilng doors to store rooms to   hove smoke seols __ ..::.""= =-"'1 LABORATORY -.-·....-..­..-..   - ..,._,llldl.... ....CIM., ._,.... tQl£S untols to be 150 • 150 Reinforced   Concrete with both sides Fire Oompln9 to Olont Room wells, between buildings   ond to central corridor walls Construction Drawing Approved by Dr Colin Love   by email 25th October 2001. , GROUNDFL. ODRPI_ ANfire SoundersNew pgr\Uions.   I /2hour fire roted partitions ond doors throughout () Smoke Heol Detectors t   /2hour fire rated glozmq will be 6mrn thid: cteor Por\1ltons al"9skin   plos\erboord with Roc woot •nfitl ond skimmed plaster finish. a:J J Hour   Mointoined Emer9enUghts Doors solid core o.s.h veneered Eocn door will hove   Li<]ht Switchessets. cold smoke seal ond intumescent seol lo three @ No.   Of 60Dx6DD Li hts/RoomDouble/leof ond holf doors will hove smoke seol ond   VPVision Ponelfill•d. 'f[ - Fire Exit Sign ond Arrow Oirec.t1on   -""""-"'""·"" .......-.-,_..   SPE..C_I_A_U_S_TS_ 


    




 










I ; u c 0 0 0 0   0 0 0 0 0 J r ) EXECUTED AS A DEED BY BIOVEX LIMITED acting by two directors   or by one director and its company secretary } Director Director/Secretary !   .....'. l _) ., I ..J J 1 l .J -7- 


    




 










l B 0 0 0 0 0 0   0 0 0 g J J ] ] J ] J J LEASE PARTICULARS Date of Lease 2016 Original   Landlord MEPC MILTON PARK NO.1 LIMITED (Company number 5491670) and MEPC   MILTON PARK NO.2 LIMITED (Company number 5491806) Original Tenant REPLIMUNE   LIMITED (Company number 09496393) Original Guarantor None Property 69 and 70   Innovation Drive, Milton Park Floor Area 1,103.0 square metres (11,873 square   feet) net internal Contractual Tenn Initial Principal Rent From and including   the RentCo!!lmencement Date to and including3 2016: ONE HUNDRED AND THIRTY   NINE THOUSAND FIVE HUNDRED AND SEVEN POUNDS AND SEVENTY FIVE PENCE   (£139,507.75) per annum; From and including Lr 2016 to and including the day   before the Review Date: TWO HUNDRED AND SEVENTY NINE THOUSAND AND FIFTEEN   POUNDS AND FIFTY PENCE (£279,015.50) per annum; Rent Commencement Date Review   Date Review Type Service Charge Commencement Date Principal Rent and Service   Char e Pa ment Dates Insurance Commencement Date: Quarterly: 25 March, 24   June, 29 September and 25 December 2016 Permitted Use: (1987 Order) 81 Break   Date 2021 Break Type Tenant - Once only Parking Spaces 48 Security of Tenure:   Landlord Excluded and Tenant Act 1954 28 


    




 










u B D 0 0 0 0 0   0 0 0 0 J J J J J } EXECUTED AS A DEED by MEPC MILTON PARK NO. 1 LIMITED   acting by a director and the company secretary or by two directors Director   Director/Company Secretary } EXECUTED AS A DEED by MEPC MILTON PARK NO. 2   LIMITED acting by a director an d the company secretary or by two directors   Director Director/Company Secretary l..J I ) _i. 1 \ j 29