renewalagreementapril320






                                                                                           Online Office Agreement   This agreement provides the key information you need to move ahead with your office. You can accept the agreement by clicking the blue button at the bottom of the page, or alternatively if you have any questions or need any assistance then please call our helpline on +44 (0)800 756 2911     Agreement Date : 3 April 2018         Confirmation No : 32768­699454       Business Centre Details                                                 Client Details     LONDON, London Bridge ­ More London                                     Company Name          Verona Pharm PLC     Address              3 More London Riverside                            Contact Name          Paula Siu                         London                         Greater London                                     Address               3 more london                         SE1 2RE                                                                  London                         United Kingdom                                                           SE1 2RE                                                                                                  United Kingdom      Office Payment Details (exc.VAT and exc. services)       Office        Price per Person           Discount on             Discounted Price per                          Discounted Price per                                                                                                      x People     Number              per Day               Initial Term               Person per Day                                 Office per Day         143               £ 58.08                11.393 %                      £ 51.46                    4                 £ 205.83                                         Total Average Monthly Price per Person per Month                             £ 1,543.75                                                                           Total Monthly Price                        £ 6,175.00     Service Provision :                Start Date               4 April 2018             End Date               31 January 2020     Invoices/Fees are charged on a monthly basis which is calculated based on a 30­day month      All agreements end on the last calendar day of the month.      A refundable deposit equivalent to 2 x monthly office fee will be payable.        Terms and Conditions     We are IW Group Services (UK) Limited, the "Provider". This Agreement incorporates our terms of business set out on attached Terms and    Conditions, attached House Rules and Service Price Guide (where available) which you confirm you have read and understood. We both agree to    comply with those terms and our obligations as set out in them. This agreement is binding from the agreement date and may not be terminated once it    is made, except in accordance with its terms. Note that the Agreement does not come to an end automatically. See “Cancellation” section of your    terms and conditions     By signing our service Agreement, you agree to provide information and sign relevant documents to allow the Provider to claim any relief on    business rates which at the Provider's risk is already included in your service fee with reference to the Business Centre within 2 working days of    such request. The Provider has appointed Gerald Eve LLP Rating Payment Management Services to administer such information.         I accept the terms and conditions                                           Download the terms and conditions                                                                                      Download the house rules      Confirm by typing your name in the box below     Name :    Piers Morgan                       on behalf of Verona Pharm PLC                                                                                                                      Signed on                                                                                                                      3 April 2018    I confirm these details are correct to the best of my knowledge          This website is secure. Your personal details are protected at all times.                                                                                                                Print Agreement   If you need assistance call our Helpline on +44 (0)800 756 2911   Copyright ©Regus Group Companies 2009. All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Regus plc is prohibited. 





 






1.  This Agreement                                                                this agreement has ended the Client is responsible for any loss, claim                                                                                    or liability the Provider incurs as a result of the Client’s failure to vacate  1.1 Nature of this agreement:  This agreement is the commercial equivalent                                                                                    on  time.   The  Provider  may,  at  its  discretion,  permit  the  Client  an  of an agreement for accommodation(s) in a hotel.  The whole of the Centre                                                                                    extension subject to a surcharge on the monthly office fee.  remains  in  the  Provider’s  possession  and  control.  THE  CLIENT  ACCEPTS  THAT  THIS   AGREEMENT  CREATES  NO  TENANCY  INTEREST,  LEASEHOLD                1.8 Employees:  While this agreement is in force and for a period of six  ESTATE  OR  OTHER  REAL  PROPERTY  INTEREST  IN  THE  CLIENT’S  FAVOUR            months after it ends, neither the Provider nor the Client may knowingly  WITH  RESPECT  TO  THE  ACCOMMODATION(S).   The  Provider  is  giving  the        solicit or offer employment to any of the other’s staff employed in the  Client  the  right  to  share  with  the  Provider  the  use  of  the  Centre  on  these Centre.   This obligation  applies  to  any  employee  employed  at  the  terms  and  conditions,  as  supplemented  by  the  House  Rules,  so  that  the  Centre up to that employee’s termination of employment, and for three  Provider can provide the services to the Client.  This Agreement is personal      months  thereafter.   It is stipulated that the  breaching party shall pay  to the Client and cannot be transferred to anyone else without prior consent      the non-breaching  party the equivalent of  six months’ salary for any  from the Provider unless such transfer is required by law.  The Provider will     employee concerned.  Nothing in this clause shall prevent either party  not unreasonably withhold its consent to assignment to a parent, subsidiary       from  employing  an  individual  who  responds  in  good  faith  and  or affiliate of Client provided that Client and assignee execute the Provider’s   independently to an advertisement which is made to the public at large.   form  of  Assignment  of  License  Agreement  which  will  require assignee  to   1.9 Notices:  All formal notices must be in writing, which may include  assume all Client obligations and will not release the Client.  This agreement    by email, to the address first written above.  is composed of the front page describing the accommodation(s), the present        1.10  Confidentiality:   The  terms  of  this  agreement  are  confidential.   terms  and  conditions,  the  House Rules and the Service Price Guide (where      Neither  the  Provider  nor  the  Client  must  disclose  them  without  the  available).                                                                       other’s consent unless required to do so by law or an official authority.   1.2  Comply  with  House  Rules:   The  Client  must  comply  with  any  House    This obligation continues for a  period  of 3 years after this agreement  Rules  which the  Provider imposes  generally  on  users  of  the  Centre.   The  ends.  House  Rules  vary  from  country  to  country  and  from  Centre  to  Centre  and 1.11   Applicable law:  This agreement is interpreted and enforced in  these can be requested locally.                                                   accordance  with  the  law  of  the  place  where  the  relevant  Centre  is  1.3  AUTOMATIC  RENEWAL:   THIS  AGREEMENT  LASTS  FOR  THE  PERIOD               located.   All  dispute  resolution  proceedings  will  be  conducted  in  the  STATED  IN  IT AND THEN    WILL  BE  EXTENDED  AUTOMATICALLY  FOR                 country, state or province where the Centre is located. If any provision  SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM BUT NO LESS                          of these terms and conditions is held void or unenforceable under the  THAN  3  MONTHS (UNLESS LEGAL RENEWAL TERM LIMITS APPLY) UNTIL                    applicable law, the other provisions shall remain in force.  In the case  TERMINATED  BY  THE  CLIENT  OR  BY  THE  PROVIDER  PERSUANT  TO                  of Japan all agreements will be interpreted and enforced by the Tokyo  SECTION 1.4.  ALL PERIODS SHALL RUN TO THE LAST DAY OF THE MONTH                  District  Court,  and  in  the  case  of  France,  any  dispute  regarding  this  IN  WHICH  THEY  WOULD       OTHERWISE  EXPIRE.   THE  FEES  ON  ANY              agreement will be settled by the relevant courts of the Paris jurisdiction.  RENEWAL WILL BE AT THE THEN PREVAILING MARKET RATE. THIS CLAUSE                     DOES NOT APPLY TO MONTH TO MONTH AGREEMENTS.                                                                                    2.  Services and Obligations  1.4  CANCELLATION:  EITHER  THE  PROVIDER            OR  THE  CLIENT  CAN                                                                                    2.1  Office accommodation(s):  The Provider is to provide the number  TERMINATE  THIS  AGREEMENT  AT  THE  END  DATE       STATED  IN  IT,  OR  AT                                                                                    of serviced office accommodation(s) for which the Client has agreed to  THE END OF ANY EXTENSION OR RENEWAL PERIOD, BY GIVING AT LEAST                                                                                    pay in the Centre stated in this agreement.   This  agreement lists the  THREE  MONTHS  WRITTEN      NOTICE  TO  THE  OTHER.   HOWEVER,  IF  THIS                                                                                    accommodation(s)    the  Provider has  initially  allocated  for  the  Client’s  AGREEMENT,  EXTENSION      OR  RENEWAL  IS  FOR  THREE  MONTHS  OR  LESS                                                                                    use.  The Client will have a non-exclusive right to the rooms allocated  AND EITHER  THE PROVIDER  OR THE CLIENT WISHES  TO  TERMINATE  IT,                                                                                    to  it.   Occasionally the  Provider may  need  to  allocate  different  THE  NOTICE  PERIOD  IS   TWO  MONTHS  IF  THIS   AGREEMENT,  EXTENSION                                                                                    accommodation(s), but these accommodation(s) will be of reasonably  OR  RENEWAL  IS  FOR  TWO  MONTHS  OR  LESS,  NOTICE  MUST  BE  GIVEN                                                                                    equivalent size  and the  Provider will  notify  the  Client  with  respect  to  WITHIN ONE WEEK  OF THE START DATE OF          THE CURRENT TERM.IF      THE                                                                                    such different accommodation(s) in advance.  CLIENT  IS  ON  A  MONTH    TO  MONTH  AGREEMENT       EITHER  PARTY  MAY  TERMINATE  THIS  AGREEMENT  BY  GIVING  NO  LESS  THAN  ONE  MONTHS’              2.2  Office Services:  The Provider is to provide during normal opening  NOTICE TO THE OTHER (EFFECTIVE FROM THE START OF ANY CALENDAR                     hours  the  services,  if  requested,  described  in  the  relevant  service  MONTH).                                                                           description (which is available on request).  If the Provider decides that                                                                                    a request for any particular service is excessive, it reserves the right to  1.5 Ending this agreement immediately:  To   the maximum extent permitted                                                                                    charge an additional fee.  by  applicable  law,  the  Provider  may  put  an  end  to  this  agreement  immediately  by  giving  the  Client  notice  and  without  need  to  follow  any 2.3  THE  PROVIDER’S  IT:   WHILST  THE  PROVIDER  HAS  INTERNET  additional procedure if (a) the Client becomes insolvent, bankrupt, goes into     SECURITY  PROTOCOLS,  THE  PROVIDER          DOES  NOT  MAKE  ANY  liquidation  or  becomes  unable  to  pay  its  debts  as  they  fall  due,  or  (b)  the REPRESENTATIONS  AS  TO  THE  SECURITY  OF  THE  PROVIDER’S  Client is in breach of one of its obligations which cannot be put right or which  NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE  the Provider  have  given the Client  notice  to  put right and which the Client  CLIENT  PLACES  ON  IT.   The  Client  should  adopt  whatever  security  has  failed  to  put  right  within  fourteen  (14)  days  of  that  notice,  or  (c)  its measures  (such  as  encryption)  it  believes  are  appropriate  to  its  conduct, or that of someone at the Centre with its permission or invitation, is   circumstances.  The Provider cannot guarantee that a particular degree  incompatible  with  ordinary  office  use  and  (i)  such  conduct  is  repeated  of availability will be attained in connection with the Client’s use of the  despite  the  Client  having  been  given  a  warning  or  (ii)  such  conduct  is Provider’s  network  (or  the  internet).  The  Client’s  sole  and  exclusive  material enough (in the Provider’s opinion) to warrant immediate termination.     remedy  shall  be  the  remedy  of  such  failure  by  the  Provider  within  a                                                                                    reasonable time after written notice.   If  the  Provider  puts  an  end  to  this  agreement  for  any  of  these  reasons  it  does  not  put  an  end  to  any  outstanding  obligations,  including  additional   services used, requested or required under the agreement and the monthly          3.  Providing the Services  office  fee  for  the  remainder  of  the  period  for  which  this  agreement  would 3.1 Access  to  the  accommodation(s):  The  Provider may  need  to  have lasted if the Provider had not ended it.                                     enter  the  Client’s  accommodation(s)  and  may  do  so  at  any  time.   1.6  If the Centre is no longer  available:   In the  event that the Provider is  However, unless there is an emergency or the Client has given notice  permanently  unable  to  provide  the  services  and  accommodation(s)  at  the   to terminate, the  Provider will attempt to notify the Client  verbally  or  Centre stated in this agreement then this agreement will end and the Client       electronically in advance when  the Provider needs access to carry out  will only have to pay monthly office fees up to the date it ends and for the      testing,  repair  or  works  other  than  routine  inspection,  cleaning  and  additional services the Client has used.  The Provider will try to find suitable  maintenance.   The Provider will also endeavour to respect reasonable  alternative accommodation(s) for the Client at another Provider Centre.           security  procedures  to  protect  the  confidentiality  of  the  Client’s  1.7 When this agreement ends the Client is to vacate the accommodation(s)         business.    immediately, leaving the accommodation(s) in the same condition as it was         3.2  Availability at the start of this agreement:  If for any reason the  when the Client took it.  Upon the Client’s departure  or if the Client,  at its  Provider   cannot  provide  the  accommodation(s)      stated  in  this  option, chooses to relocate to different rooms within the Centre, the Provider    agreement by the date when this agreement is due to start it has no  will  charge  an  Office  Restoration  Service  fee  to  cover  normal  cleaning  and liability to the Client for any loss or damages but the Client may cancel  testing and to return the accommodation(s) to its original state.  This fee will  this  agreement  without  penalty.  The  Provider will  not  charge  the  differ by country and is listed in the House Rules.   The Provider reserves the   Client  the  monthly  office  fee  for accommodation(s)  the  Client  cannot  right to charge additional reasonable fees for any repairs needed above and       use until it becomes available.  The Provider may delay the start date  beyond  normal  wear  and  tear.   If  the Client  leaves  any  property  in  the of  this  agreement  provided  it  provides  to  the  Client  alternative  Centre  the  Provider  may  dispose  of  it  at  the  Client’s  cost  in  any  way  the accommodation(s)  that  shall  be  at  least  of  equivalent  size  to  the  Provider  chooses  without  owing  the  Client  any  responsibility  for  it  or  any accommodation(s) stated in this agreement.  proceeds of sale.  If the Client continues to use the accommodation(s) when         





 






                                                                                  agreement  then  subject  to  the  exclusions  and  limits  set  out  4. Accommodation(s)                                                               immediately  below  the  Provider will  pay  any  actual  and  reasonable                                                                                    expenses  the  Client  has  incurred  in  obtaining  that  service  from  an  4.1  The Client must not alter any part of its accommodation and must take                                                                                    alternative  source.   If  the  Client  believes the  Provider has  failed  to  good  care  of  all  parts  of  the  centre,  its  equipment,  fixtures,  fittings  and                                                                                    deliver a service consistent with these terms and conditions the Client  furnishings which the Client uses.  The Client is liable for any damage caused                                                                                    shall  provide the  Provider written  notice  of  such  failure  and  give the  by  it  or  those  in  the  Centre  with  the  Client’s  permission  or  at  the  Client’s                                                                                    Provider a reasonable period to put it right.  invitation  whether  express  or  implied,  including  but  not  limited  to  all  employees, contractors, agents or other persons present on the premises.          7.2. EXCLUSION  OF CONSEQUENTIAL  LOSSES, ETC.:        THE PROVIDER                                                                                    WILL NOT  IN ANY CIRCUMSTANCES  HAVE ANY  LIABILITY FOR LOSS  4.2  Office equipment:  The Client must not install any cabling, IT or telecom                                                                                    OF  BUSINESS,  LOSS  OF  PROFITS,  LOSS  OF  ANTICIPATED  SAVINGS,  connections without the Provider’s consent, which the Provider may refuse at                                                                                    LOSS  OF  OR  DAMAGE  TO  DATA,  THIRD  PARTY  CLAIMS  OR  ANY  its absolute discretion.                                                                                     CONSEQUENTIAL LOSS UNLESS        the Provider OTHERWISE AGREES IN  As a condition to the Provider’s consent, the Client must permit the Provider     WRITING.    THE  PROVIDER     STRONGLY  ADVISES  THE  CLIENT  TO  to  oversee  any  installations  (for  example  IT  or  electrical  systems)  and  to INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE, EXPENSE OR  verify  that  such  installations  do  not  interfere  with  the  use  of  the    LIABILITY.  accommodation(s)  by  other  Clients  or the  Provider or  any  landlord  of  the                                                                                    7.3. Financial  limits  to the  Provider’s liability:   In  all  cases, the  building.                                                                                    Provider’s liability to the Client is subject to the following limits:  4.3  Insurance:  It is  the Client’s responsibility  to  arrange insurance for its                                                                                      Without limit for personal injury or death;  own property which it brings in to the Centre and for its own liability to its  employees and to third parties.  The Provider strongly recommends that the        • Up to a maximum of £1 million / USD$2 million / €1.3 million (or local  Client put such insurance in place.                                               equivalent)  for  any  one  event  or  series  of  connected  events for                                                                                    damage to the Client’s personal property;                                                                                      • Up to a maximum equal to 125% of the total fees paid between the  5. Use                                                                                    date  the  Client  moved  into  its  accommodation(s)  and  the  date  on  5.1  The  Client  must  only  use  the  accommodation(s)  for  office  purposes.  which the claim in question arises or £50,000 / USD$100,000 / €66,000  Office  use  of  a  “retail”  or  “medical”  nature,  involving  frequent  visits  by (or  local equivalent)  whichever  is  the  higher,  in  respect  of  any  other  members of the public, is not permitted.                                          loss or damage.  5.2  The  Client  must  not  carry  on  a  business  that  competes  with the       Provider’s business  of  providing  serviced  office  accommodation(s)  or  its                                                                                    8.  Fees  ancillary services.                                                                                    8.1  Taxes and duty charges:  The Client agrees to pay promptly (i) all  5.3  The  Client’s  name  and  address:   The  Client  may  only  carry  on  that                                                                                    sales,  use, excise, consumption  and  any  other  taxes and license fees  business in its name or some other name that the Provider previously agrees.                                                                                    which it is required to pay to any governmental authority (and, at the  5.4  Use of the Centre Address:  The Client may use the Centre address as         Provider’s request,  will  provide  to the  Provider evidence  of  such  its  business  address.   Any  other  uses  are  prohibited  without the  Provider’s payment) and (ii) any taxes paid by the Provider to any governmental  prior written consent.                                                            authority  that  are  attributable  to  the  accommodation(s),  including,                                                                                    without  limitation,  any  gross  receipts,  rent  and  occupancy  taxes,  6.  Compliance                                                                    tangible  personal  property  taxes,  stamp  tax  or  other  documentary                                                                                    taxes and fees.  6.1  Comply with the law:  The Client and the Provider must comply with all  relevant laws and regulations in the conduct of its business in relation to this  8.2  Service  Retainer/Deposit:  The  Client  will  be  required  to  pay  a  agreement. The Client must do  nothing illegal in  connection with its use of     service  retainer/deposit  equivalent  to  two  months' of  the  monthly  the  Business  Centre.   The  Client  must  not  do  anything  that  may  interfere office  fee  (plus  VAT/Tax  where  applicable)  upon  entering  into  this  with the use of the Centre  by the Provider  or by others, (including but  not    agreement  unless  a  different  amount is specified on the front of this  limited to  political campaigning or immoral activity), cause any nuisance or     agreement.  This  will  be  held  by  the  Provider  without  generating  annoyance,  increase  the  insurance  premiums  the  Provider  has  to  pay,  or  interest as security for performance of all the Client’s obligations under  cause loss or damage to the Provider (including damage to reputation) or to       this  agreement.   The  service  retainer/deposit  or  any  balance  will  be  the owner of any interest in the building which contains the Centre the Client    returned  to  the  Client  when  the  Client  has  settled  its  account  which  is using.  Both the Client and the Provider shall comply at all times with all    includes  deducting  outstanding  fees  and  other  costs  due  to  the  relevant  anti-bribery  and  anti-corruption  laws.6.2  If  the  Provider  has  been Provider.  advised  by  any  government  authority  or  other  legislative  body  that  it  has 8.3 The Provider may require the Client to pay an increased retainer if  reasonable suspicion that the Client is conducting criminal activities from the   outstanding  fees  exceed  the  service  retainer/deposit  held  and/or  the  Centre then the Provider shall be entitled to terminate this agreement with       Client frequently fails to pay the Provider when due.  immediate effect. The Provider confirms that in providing the services it has     8.4  Payment:   The  Provider   is  continually  striving  to  reduce  its  not employed or used any labour in contravention of the requirements of any       environmental  impact  and  supports  its  clients  in  doing  the  same.  anti-slavery laws.                                                                Therefore  the  Provider  will  send  all  invoices  electronically  (where  6.3 The Client acknowledges that (a) the terms of this clause are a material      allowed by law) and the Client will make payments via  an  automated  inducement  in  the  Provider’s  execution  of  this  agreement  and (b)  any     method  such  as  Direct  Debit  or  Credit  Card,  wherever  local  banking  violation by the Client of this clause shall constitute a material default by the systems permit unless another form of payment is offered to the Client  Client hereunder, entitling the Provider to terminate this agreement, without     as a qualified and current Key Account.  further notice or procedure.                                                      8.5  Late payment:   If the Client does  not  pay fees when due, a fee  6.4  The  Provider  may  collect  and  process  personal  data  from and  of  the will be charged on all overdue balances.  This fee will differ by country  Client  to  administer  contractual  relationship,  ensure  compliance  with      and is listed in the House Rules.  If the Client disputes any part of an  applicable  laws  and  regulations,  and  enable  the  Provider  to  provide  its invoice the Client must pay the amount not in dispute by the due date  services  and to manage its business. The Client acknowledges and accepts         or  be  subject  to  late  fees.  The Provider also  reserves  the  right  to  that such personal data may be transferred or made accessible to all entities     withhold  services  (including  for  the  avoidance  of  doubt,  denying  the  of the Provider’s group, wherever located, for the purposes of providing the      Client access to its accommodation(s)) while there are any outstanding  services herein.                                                                  fees and/or interest or the Client is in breach of this agreement.                                                                                      8.6  Insufficient  Funds:   The  Client  will  pay  a  fee  for  any  returned  7.  The Provider’s Liability                                                      cheque or any other declined payments due to insufficient funds.  This                                                                                    fee will differ by country and is listed in the House Rules.    7.1. The extent of the Provider’s liability:  To the maximum extent permitted  by applicable law, the Provider is not liable to the Client in respect of any loss 8.7  If  this  agreement  is  for  a  term  of  more  than  12  months,  the  or  damage  the  Client  suffers  in  connection  with  this  agreement,  with  the Provider will increase the monthly office fee on each anniversary of the  services or with the Client’s accommodation(s) unless the Provider has acted      start date.  This increase will be by the local Consumer Price Index or  deliberately  or  negligently  in  causing  that  loss  or  damage.  the  Provider is such other  broadly  equivalent index where a consumer price index is  not liable for any loss as a result of the Provider’s failure to provide a service not available locally.  If there is a negative index rate, prices will not be  as  a  result  of  mechanical  breakdown,  strike,  termination  of the  Provider’s decreased.  Renewals are calculated separately from annual indexation  interest  in  the  building  containing  the  Centre or  otherwise  unless the    increases. Month to Month agreements will use the above stated index  Provider does so deliberately or is negligent.  In no event shall the Provider    or the current month to month office price, whichever is the greater.  be liable for any loss or damage until the Client provides the Provider written   8.8  Standard  services:   The  monthly  office  fee  and  any  recurring  notice  and  gives the  Provider a  reasonable  time  to  put  it  right.    If the services  requested  by  the  Client  are  payable  monthly  in  advance.   Provider is liable for failing to provide the Client with any service under this  Unless  otherwise  agreed  in  writing,  these  recurring  services  will  be  





 






provided  by the  Provider at  the  specified  rates  for  the  duration  of  this  Agreement (including any renewal).  Specific due dates will differ by country  and are listed in the House Rules.  Where a daily rate applies, the charge for  any such month will be 30 times the daily fee.  For a period of less than a  month the fee will be applied on a daily basis.  8.9  Pay-as-you-use and Additional Variable Services:  Fees for pay-as-you- use  services,  plus  applicable  taxes,  in  accordance  with the  Provider’s  published rates which may change from time to time, are invoiced in arrears  and payable the month following the calendar month in which the additional  services  were  provided.   Specific  due  dates  will  differ  by  country  and  are  listed in the House Rules.  8.10 Discounts, Promotions and Offers:  If the Client benefited from a special  discount,  promotion  or  offer,  the  Provider  may  discontinue  that  discount,  promotion  or  offer  without  notice  if  the  Client  materially  breaches  these  terms and conditions.                                                                                                                   Global Terms & Conditions, lveber, Jan-17