Exhibit 10.1


 


Dated               10
June               2009


 


 


Lease


 


 


between


 


MEPC
Milton Park No. 1 Limited and 

MEPC Milton Park No. 2 Limited


 


and


 


Vertex
Pharmaceuticals (Europe) Limited


 


and


 


Vertex
Pharmaceuticals Incorporated


 


 


relating to


 


Building 86 and 87


Milton Park


 


	
   

  	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
  

  



 

















 


PRESCRIBED
CLAUSES


 


	
   LR1.   Date of lease

   	
   :

   	
   2009

   
	
    

   	
    

   	
    

   
	
   LR2.    Title number(s)

   	
    

   	
   LR2.1 Landlord’s title
   number(s)

    

   BK102078

    

   LR2.2 Other title number(s)

    

   ON122118, ON122717, ON130108, ON130606, ON137010, ON145942, ON146219,
   ON225380, ON38283, ON61862, ON72772, ON96949

   
	
    

   	
    

   	
    

   
	
   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

    

   VERTEX PHARMACEUTICALS (EUROPE) LIMITED (Company number 2907620)
   whose registered office is at 88 Milton Park Abingdon Oxfordshire OX14 4RY

    

   Other parties

    

   VERTEX PHARMACEUTICALS INCORPORATED (A company registered in
   Massachusetts) of 130 Waverly Street Cambridge Massachusetts MA02139-4242
   whose address for service is care of Vertex Pharmaceuticals (Europe) Limited
   88 Milton Park Abingdon Oxfordshire OX14 4RY - Guarantor)

   
	
    

   	
    

   	
    

   
	
   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.

    

   Building 86 and 87, The Forum, Milton Park, Abingdon, Oxfordshire,
   OX14 4RY shown edged red on the Plan with a net internal floor area of
   3,839.5 square metres (41,329 square feet) measured in accordance with the
   RICS Code of Measuring Practice (sixth edition) 

   
	
    

   	
    

   	
    

   
	
   LR5.    Prescribed Statements etc.

   	
   :

   	
   None

   
	
    

   	
    

   	
    

   
	
   LR6.   Term
   for which the Property is leased

   	
    

   	
   From and including 23 April 2009

    

   To and including 22 April 2024

   
	
    

   	
    

   	
    

   
	
   LR7.    Premium

   	
    

   	
   None

   
	
    

   	
    

   	
    

   
	
   LR8.    Prohibitions or restrictions on disposing
   of this lease

   	
    

   	
   This lease contains a provision that prohibits or restricts
   dispositions

   



 


1

















 


	
   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 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

   
	
    

   	
    

   	
    

   
	
   LR14. Declaration of trust where there is more
   than one person comprising the Tenant

   	
    

   	
   None

   



 


2

















 


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:


 


1.1         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 22 April 2014;


 


Break Date: 2 means 22 April 2019;


 


Building Specification means the specification of the
Property annexed to this lease;


 


Centre means the part of the Estate known as The Forum comprising buildings 86-88 Milton Park (of which
the Property forms part) shown edged green on the Plan and includes any part of
it and any alteration or addition to it or replacement of it;


 


Centre Services means the services provided
or procured by the Landlord in relation to the Centre as set out in Part III
of the Fourth Schedule;


 


Common Parts means the accesses and other
areas of the Centre from time to time designated by the Landlord for common use
by the tenants and occupiers of the Centre;


 


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 III of the First Schedule;


 


Estate means Milton Park, Abingdon, Oxfordshire
(of which the Centre 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 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
23 April 2009;


 


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) and such other
risks or insurance as may from time to time be reasonably 


 


3

















 


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;


 


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;


 


Principal Rent means NINE HUNDRED AND THIRTY
FOUR THOUSAND POUNDS (£934,000) 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;


 


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


 


Rent Commencement Date means 23 September 2011;


 


Review Dates means 23 April 2014 and
23 April 2019;


 


Service Charge means the Service Charge set
out in the Fourth Schedule;


 


Service Charge  Commencement
Date means 23 April 2009;


 


Services means the Estate Services and
the Centre Services;


 


Subletting Unit means part of the Property
consisting of a self contained unit suitable and economically viable for
underletting and approved as such by the Landlord (such approval not to be unreasonably
withheld or delayed);


 


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;


 


Unit 86A means the part of the Property
shown on the Plan coloured orange and marked “86A”;


 


Unit 86B means the part of the Property
shown on the Plan coloured blue and marked “86B”;


 


Unit 87B means the part of the Property
shown on the Plan coloured yellow and marked “87B;


 


Unit 87C means the part of the Property
shown on the Plan coloured green and marked “87C”;


 


Unit 87/88 Link means any building linking the
Property to Building 88 Milton Park;


 


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.


 


4

















 


1.2         Interpretation


 


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


 


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


 


1.2.3      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;


 


1.2.4      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;


 


1.2.5      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;


 


1.2.6      The index and Clause headings in this lease
are for ease of reference only;


 


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


 


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


 


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 so far as they are still
subsisting and affect the Property;


 


3             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:


 


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;


 


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


 


3.3         The
following amounts and any VAT:


 


3.3.1      the sums specified in Clauses 4.1
[interest] and 4.2 [outgoings and utilities];


 


3.3.2      the sums specified in Clause 6.2.1
[insurance];


 


3.3.3      all Costs properly 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:


 


4.1         Interest


 


If the Landlord does not receive any sum due to it under
this lease (other than interest payable under this Clause 4.1) 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 (both before and after any judgment),
provided this Clause shall not prejudice any other right or remedy for the
recovery of such sum;


 


5

















 


4.2         Outgoings and Utilities


 


4.2.1      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;


 


4.2.2      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 acting reasonably;


 


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;


 


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


 


4.4         Repair


 


4.4.1      To keep the Property in good
and substantial repair and condition (damage by the Insured Risks excepted save
to the extent that insurance moneys are irrecoverable as a result of the act or
default of the Tenant) but it is acknowledged that the window/curtain walling
panelling/framing has suffered some UV degradation of the surface finish. For
these elements only there will be no requirement to improve the quality of the
appearance of the finished surface where this appearance is due to UV
degradation;


 


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


 


4.4.3      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;


 


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


 


4.5         Decoration


 


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


 


(i)           all external parts of the Property in every third year
and in the last year of the Term;


 


(ii)          all internal parts of the Property in the fifth and
tenth years and in the last year of the Term;


 


4.5.2      All the work described in Clause 4.5.1 is
to be carried out:


 


(i)           in a good and workmanlike manner to the Landlord’s
reasonable satisfaction; and


 


(ii)          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);


 


4.6         Cleaning


 


4.6.1      To keep the Property clean, tidy and free
from rubbish;


 


4.6.2      To clean the inside and outside 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 any plant machinery or electrical installation serving the
Property;


 


6

















 


4.8         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;


 


4.9         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:


 


(i)           noisy, offensive, dangerous, illegal, immoral or an
actionable nuisance; or


 


(ii)          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


 


(iii)         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;


 


4.9.3      Not to use more than 836.1 square metres
(9,000 square feet) of space within the Property and Unit 87/88 Link (in
aggregate) for the purposes of conducting scientific experiments on live
animals (Pharmacology) provided that such use
shall be subject to the Tenant strictly complying with the following
conditions:


 


(i)           it shall before commencing any Pharmacology obtain all
necessary consents and shall in the course of conducting Pharmacology comply
with all relevant statutes or European Union laws, regulations or directives;


 


(ii)          it shall not publicise or promote (whether orally or
in writing) the fact that Pharmacology is conducted at the Property;


 


(iii)         subject to the Landlord’s prior written approval (such
approval not to be unreasonably withheld or delayed) it shall make suitable
provision in relation to the protection of 
the animals, personnel and the Property;


 


(iv)         it shall  limit
the Pharmacology conducted in the Property to that which is related to medical
research;


 


(v)          it shall only use mice and rats in Pharmacology;


 


(vi)         it shall cease forthwith upon written notice from the
Landlord to conduct Pharmacology if in the Landlord’s reasonable opinion:-


 


(a)        Pharmacology is having the effect of materially diminishing the rental
or capital value of the Property or any other premises on the Estate;


 


(b)        Pharmacology is materially impeding the letting of any nearby building
on the Estate;


 


(c)        Pharmacology is causing the Landlord to take significant management
action as a result of or in reasonable anticipation of the actions of third
parties due to the carrying on of Pharmacology at the Property;


 


(d)        the carrying out of Pharmacology at the Property is materially and
adversely damaging the reputation of the Landlord or its employees or the
Estate;


 


4.10       Signs


 


Not to erect any sign, notice or advertisement which is
visible outside the Property without the Landlord’s prior written consent
(which is not to be unreasonably withheld in the case of the display of signs
showing the tenant’s name which conform with the Landlord’s regulations (if
any) for the Estate from time to time);


 


4.11       Alterations


 


4.11.1    Not to make any alterations or additions
which:


 


7

















 


(i)           affect the structural integrity of the Property
(including without limitation the roofs and foundations and the principal or
load-bearing walls, floors, beams and columns);


 


(ii)          merge the Property with any adjoining premises;


 


(iii)         affect the external appearance of the Property;


 


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


 


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;


 


4.13       Alienation


 


4.13.1    Not
to:


 


(i)           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;


 


(ii)          share the possession or occupation of the whole or any
part of the Property;


 


4.13.2    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:


 


(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


 


(b)        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);


 


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


 


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


 


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


 


(c)        all rent and other payments due under this lease (in the case of sums
other than the Principal Rent: which have been previously demanded) are paid
before completion of the assignment;


 


4.13.3    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:


 


8

















 


(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;


 


(b)        payable no more than one quarter in advance;


 


(c)        subject to upward only reviews at intervals no less frequent than the
rent reviews under this lease;


 


(ii)          the undertenant covenants with the Landlord and in the
underlease:


 


(a)        to observe and perform the Tenant’s covenants in this lease (except for
payment of the rents) during the term of the underlease or until released
pursuant to the 1995 Act;


 


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


 


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


 


(iii)         all rents and other payments due under this lease (not
the subject of a bona fide dispute) are paid before completion of the
underletting;


 


(iv)         Save in the case of any underletting for a term in
excess of five years and which is of any of Unit 86A, Unit 86B, Unit 87B or
Unit 87C sections 24 to 28 of the 1954 Act must be excluded and before
completion of the underletting a certified copy of each of the following
documents must be supplied to the Landlord:


 


(a)        the notice served on the proposed undertenant pursuant to section
38A(3)(a) of the 1954 Act; and


 


(b)        the declaration actually made by the proposed undertenant in compliance
with the requirements of Schedule 2 of the 2003 Order; and


 


(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


 


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 sub-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;


 


(v)          in relation to any Subletting Unit the underlease
grants such rights as are appropriate for the separate occupation and use of
the Property, 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:-


 


(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


 


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


 


9














 


(vi)                           there shall be no more than
six (6) 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);


 


(vii)      (in
the case of an underletting of the whole of the Property) the underlease
reserves as rent the Service Charge payable under this lease;


 


(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;


 


4.13.5            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


 


(a)                               the relationship of landlord
and tenant is not created; and


 


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


 


(c)                               the Tenant informs the
Landlord in writing before each occupier commences occupation and after it
ceases occupation;


 


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;


 


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;


 


4.15.2            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;


 


4.15.3            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;


 


4.16                     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);


 


4.16.2            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);


 


10

















 


4.17                     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;


 


4.17.2            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;


 


4.18                     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:


 


4.18.1            inspect and record the
condition of the Property or the Centre or the Adjoining Property;


 


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


 


4.18.3            repair, maintain, clean,
alter, replace, install, add to or connect up to any Conduits which serve the
Centre or the Adjoining Property;


 


4.18.4            repair, maintain, alter or
rebuild the Centre or the Adjoining Property;


 


4.18.5            comply with any of its
obligations under this lease


 


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;


 


4.19                     Landlord’s Costs


 


To pay to the Landlord on 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 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);


 


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


 


11

















 


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;


 


(ii)                               if the Landlord so requires,
to remove all alterations made during the Term or any preceding period of
occupation by the Tenant and reinstate the Property in accordance with the
Building Specification and as the Landlord shall reasonably direct and to its
reasonable satisfaction;


 


(iii)                            in the event that the Tenant
is or has been engaged in carrying out any Pharmacology to comply with any
relevant statute or European Union law, regulation or directive regarding all
decommissioning of laboratories;


 


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


 


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


 


(vi)                           to give to the Landlord all
operating and maintenance manuals together with any health and safety files
relating to the Property;


 


(vii)                        to provide evidence of
satisfactory maintenance of plant and machinery including (without limitation)
copies of all service records;


 


(viii)                     to return any security cards or passes
provided by the Landlord for use by the Tenant and its visitors;


 


4.21                     Encumbrances


 


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


 


4.22                     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;


 


4.23                     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;


 


4.24                     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 Centre or
the Estate as the Landlord may reasonably think expedient to the proper
management of the Centre or the Estate and which are notified in writing to the
Tenant;


 


4.24.2            Not to cause any obstruction
to the Common Parts or any part of the Centre;


 


4.25                     Land Registration Provisions


 


4.25.1            Promptly following the grant
of this lease to apply to register this lease at the Land Registry and to
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, to send the Landlord official copies of
its title;


 


4.25.2            Immediately after the end of
the Term (and notwithstanding that the Term has ended), to 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 


 


12

















 


promptly and properly and to shall keep the
Landlord informed of the progress and completion of its application.


 


5                                      Landlord’s Covenants


 


5.1                            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;


 


5.2                            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:


 


5.2.1                   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


 


5.2.2                   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
Centre or the Estate.


 


6                                      Insurance


 


6.1                            Landlord’s insurance covenants


 


The Landlord covenants with the Tenant as follows:


 


6.1.1                   To insure the Property (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)                                  with an insurance office or
underwriters of repute;


 


(ii)                               against loss or damage by the
Insured Risks;


 


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


 


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


 


6.1.2                   To insure against loss of the
Principal Rent 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;


 


6.1.3                   To 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);


 


6.1.4                   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;


 


6.1.5                   If the Property 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 (which the
Landlord will use reasonable endeavours to obtain) to use the insurance
proceeds (except those relating to loss of rent and fees) and any uninsured
excess paid by the Tenant under Clause 6.2.4(ii) in reinstating the same
(other than tenant’s and trade fixtures and fittings) as quickly as reasonably
practicable substantially as it was before the destruction or 


 


13

















 


damage in modern form if appropriate but
not necessarily identical in layout and making up any shortfall in the
insurance proceeds out of its own funds;


 


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:


 


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


 


(i)                                  the amount which the Landlord
spends on insurance pursuant to Clause 6.1;


 


(ii)                               the cost of property owners’
liability and third party liability insurance in connection with the Property;


 


(iii)                            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;


 


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


 


6.2.4                   To pay to the Landlord within
14 days of demand:


 


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


 


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


 


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


 


6.2.5                   To comply with the
requirements and reasonable recommendations of the insurers;


 


6.2.6                   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;


 


6.2.7                   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;


 


6.3                            Suspension of Rent


 


If the Property is unfit for occupation and use because of
damage by an Insured Risk then (save to the extent that payment of the loss of
rent insurance moneys is refused due to the act or default of the Tenant) the
Principal Rent and the Service Charge (or a fair proportion according to the
nature and extent of the damage) shall be suspended until the date on which the
Property is again fit for occupation and use.


 


6.4                            Determination Right


 


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.


 


6.4.2                   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 


 


14

















 


conditions herein contained (save for
Clause 6.1.5 which shall be deemed not to have applied).


 


7                                      Provisos


 


7.1                            Forfeiture


 


If any of the following events occur:


 


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


 


7.1.2                   the Tenant or Guarantor
breaches any of its obligations in this lease; or


 


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


 


(i)                                  has an Administration Order
made in respect of it; or


 


(ii)                               passes a resolution, or the
Court makes an Order, for the winding up of the Tenant or the Guarantor,
otherwise than a member’s voluntary winding up of a solvent company for the
purpose of amalgamation or reconstruction previously consented to by the
Landlord (consent not to be unreasonably withheld); or


 


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


 


(iv)                           is struck off the Register of
Companies; or


 


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


 


7.1.4                   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


 


7.1.5                   the Tenant or Guarantor being
an individual:


 


(i)                                  has a bankruptcy order made
against him; or


 


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


 


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 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;


 


7.2                            Notices


 


7.2.1                   All notices under or in
connection with this lease shall be given in writing


 


7.2.2                   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;


 


7.2.3                   Any such notice shall be
deemed to be given when it is:


 


(i)                                  personally delivered to the
locations listed in Clause 7.2.2; or


 


(ii)                               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
Centre 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;


 


8                                      Guarantee


 


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


 


15

















 


9                                      Break Clause


 


9.1                            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) calendar months’ previous
notice in writing;


 


9.2                            Any notice
given by the Tenant shall operate to terminate the Contractual Term only if:


 


9.2.1                   The Principal Rent reserved by
this lease has been paid by the time of such termination; and


 


9.2.2                   All other rents reserved by
this lease which have been demanded at least 14 days before Break Date: 1 or
Break Date: 2 as the case may require have been paid by the time of such
termination; and


 


9.2.3                   (in the case of notice being
given by the Tenant to terminate the lease on Break Date: 1) a sum equal to six
(6) months’ worth of the Principal Rent for the time being payable
together with a sum equal to VAT thereon at the standard rate for the time
being payable has been paid to the Landlord in cleared funds by Break Date: 1;
and


 


9.2.4                   the Tenant gives the Landlord
full vacant possession of the Property on termination;


 


9.3                            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;


 


9.4                            If the
Tenant does not terminate the Contractual Term on Break Date: 1, the Principal
Rent shall be suspended from the date falling immediately after Break Date: 1
for a period of six (6) months, after which period the Tenant’s obligation
to pay the Principal Rent shall resume.


 


10                               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.


 


11                                Jurisdiction


 


This lease shall be governed by and construed in all
respects in accordance with the law of England and the Guarantor submits to the
non-exclusive jurisdiction of the English Courts.


 


Executed by the parties as a Deed on the date specified in the Prescribed Clauses.


 


16

















 


The First
Schedule


 


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;


 


2                                      Free and uninterrupted use of
all existing and future Conduits which are in the Centre 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;


 


3                                      The right to enter the Centre
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;


 


4                                      The right to use 204 parking
spaces at the Centre in such locations as the Landlord from time to time
allocates.


 


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 Centre the Estate and
the Adjoining Property (including the erection of scaffolding) notwithstanding
any temporary interference with light and air enjoyed by the Property;


 


2                                      Free and uninterrupted use of
all existing and future Conduits which are in the Property and serve the Centre
the Estate or the Adjoining Property;


 


3                                      Rights of entry on the
Property as referred to in Clause 4.18;


 


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


 


5                                      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;


 


6                                      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.


 


Part III - Encumbrances


 


The covenants declarations and other matters affecting the
Property contained or referred to in the Landlord’s freehold reversionary title
number BK102078 as at the date of this lease


 


17

















 


The Second
Schedule


 


Rent Review


 


1                                      In this Schedule:


 


1.1                            Review
Date
means each of the Review Dates and Relevant Review Date
shall be interpreted accordingly;


 


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


 


ASSUMING


 


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


 


(i)                                  the Property is as described
in the Building Specification;


 


(ii)                               the term shall commence on the
Relevant Review Date and be for the unexpired residue of the Contractual Term
subject to a right for the Tenant to break the lease at the end of each period
of five (5) years calculated from and including the commencement date of
the hypothetical term;


 


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


 


1.2.2                   the Property is available to
let as a whole, with vacant possession, by a willing landlord to a willing tenant,
without premium;


 


1.2.3                   the Property is ready, fit and
available for immediate occupation and use for the Permitted Use;


 


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


 


1.2.5                   no work has been carried out
to the Property which has reduced the rental value of the Property;


 


1.2.6                   if the whole or any part of
the Property has been destroyed or damaged it has been fully reinstated;


 


BUT DISREGARDING


 


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


 


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


 


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


 


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


 


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


 


1.4                            Expert means a surveyor (who shall
be a Fellow of the Royal Institution of Chartered Surveyors with at least ten (10) years
experience in the letting and valuation of premises of a similar nature to and
situate in the same region as the Property) agreed between the Landlord and the
Tenant,


 


18














 


or in the
absence of agreement nominated on the application of either party by the
President for the time being of the Royal Institution of Chartered Surveyors.


 


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


 


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


 


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


 


3                                      The Rack Rental Value at each
Review Date shall be:


 


3.1                            agreed in writing between the
Landlord and the Tenant;


 


3.2                            determined by an Expert
(acting as an expert) on the application of either Landlord or Tenant at any
time after the Relevant Review Date;


 


4                                      In the case of determination
by an Expert:


 


4.1                            the Expert will be instructed
to afford the Landlord and the Tenant the opportunity to make written
representations to him and comment upon written representations received by
him;


 


4.2                            if an Expert dies, refuses to
act or becomes incapable of acting, or if he fails to notify the parties of his
determination within 2 months after receiving the last submission delivered to
him, either the Landlord or the Tenant may apply to the President to discharge
him and appoint another in his place;


 


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


 


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


 


5.1                            the Principal Rent payable
immediately before the Relevant Review Date shall continue to be payable until
the Revised Rent is ascertained;


 


5.2                            when the Revised Rent is
ascertained:


 


5.2.1                   the Tenant shall pay within 14
days of ascertainment:


 


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


 


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


 


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


 


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


 


19

















 


The Third
Schedule


 


Guarantee


 


1                                      The Guarantor covenants with
the Landlord as principal debtor:


 


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


 


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


 


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


 


1.2                            the Tenant (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.


 


2                                      The liability of the Guarantor
shall not be affected by:


 


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


 


2.2                            The Landlord’s refusal to
accept rent at a time when it would or might have been entitled to re-enter the
Property;


 


2.3                            Any variation of the terms of
this lease;


 


2.4                            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;


 


2.5                            Any act which is beyond the
powers of the Tenant;


 


2.6                            The surrender of part of the
Property;


 


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


 


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


 


5                                      If this lease is disclaimed,
and if the Landlord within 3 months of the disclaimer requires in writing the
Guarantor will enter into a new lease of the 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.


 


6                                      If this lease is forfeited and
if the Landlord within 3 months of the forfeiture requires in writing the
Guarantor will (at the option of the Landlord):


 


6.1                            enter into a new lease as in
paragraph 5 above with effect from the date of the forfeiture; or


 


6.2                            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 3 months after the forfeiture and the date on
which the Property is fully relet.


 


20

















 


The Fourth
Schedule

Service Charge

Part I - Calculation and payment of the Service Charge


 


1                                      In this
Schedule unless the context otherwise requires:


 


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


 


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


 


1.3                            Estimated Service Charge means the Landlord’s
Surveyor’s reasonable and proper estimate of the Service Charge for the
Accounting Year notified in writing to the Tenant from time to time;


 


1.4                            Service Cost means the
reasonable and proper costs and expenses paid or incurred by the Landlord in
relation to the provision of the Centre Services and the Estate Services
(including irrecoverable VAT);


 


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


 


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


 


3                                      The
Landlord 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 Centre or the Estate.


 


4                                      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


 


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


 


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


 


5                                      As soon as
practicable after the end of each Accounting Year the Landlord shall 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).


 


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


 


7                                      The Tenant
shall be entitled by appointment 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.


 


21

















 


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.


 


2                                      Conduits


 


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


 


3                                      Plant and
machinery


 


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


 


4                                      Signs


 


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


 


5                                      Landscaping


 


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


 


6                                      Common
facilities


 


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


 


7                                      Security


 


Installation, operation, maintenance,
repair, replacement and renewal of closed circuit television systems and other
security systems.


 


8                                      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.


 


9                                      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.


 


10                               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.


 


11                                Management
and Staff


 


11.1                      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


 


22

















 


any other
duties in and about the Estate relating to the general management,
administration, security, maintenance, protection and cleanliness of the
Estate:


 


11.2                      Management costs fees and
disbursements in respect of the Estate of 10% of the Service Cost (excluding
costs under this paragraph 11.2).


 


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.


 


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.


 


13                               Insurances


 


13.1                     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.


 


13.2                     Professional valuations for
insurance purposes (but not more than once in any two year period);


 


13.3                     Any uninsured excesses to
which the Landlord’s insurance may be subject.


 


14                               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.


 


15                               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;


 


16                               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.


 


17                               VAT


 


Irrecoverable VAT on any of the foregoing.


 


23

















 


Part III - Centre Services


 


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


 


1                                      Repairs to
the Centre (including Conduits)


 


Repair, renewal, decoration, cleaning and
maintenance of the foundations, roof, exterior and structure, the Conduits,
plant and equipment (which are not the responsibility of any tenants of the
Centre).


 


2                                      Common
Parts


 


(a)                                Repair, renewal, decoration,
cleaning, maintenance and lighting of the Common Parts and other parts of the
Centre;


 


(b)                               Providing and maintaining any
plants in the Common Parts;


 


(c)                                Providing signs, nameboards
and other notices within the Centre including a sign giving the name of the
Tenant or other permitted occupier and its location within the Centre in the
entrance lobby of the Centre.


 


3                                      Services


 


Procuring water and sewerage services.


 


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.


 


5                                      Statutory
Requirements


 


All existing and future rates, taxes,
charges, assessments and outgoings payable to any competent authority or for
utilities.


 


6                                      Management
and Staff


 


6.1                            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
Centre Services and any other duties in and about the Centre relating to the
general management, administration, security, maintenance, protection and
cleanliness of the Centre:


 


6.2                            Management fees and disbursements
incurred in respect of the Centre of 10% of the Service Cost (excluding costs
under this paragraph 6.2).


 


6.3                            Providing staff in connection
with the Centre Services and the general management, operation and security of
the Centre and all other incidental expenditure including but not limited to:


 


(i)                                   salaries, National Health
Insurance, pension and other payments contributions and benefits;


 


(ii)                                uniforms, special clothing,
tools and other materials for the proper performance of the duties of any such
staff;


 


(iii)                             providing premises and
accommodation and other facilities for staff.


 


7                                      General


 


7.1                            Establishing and maintaining
reserves to meet the future costs (as from time to time estimated by the
Landlord’s Surveyor) of providing the Centre Services;


 


7.2                            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 Centre.


 


24

















 


7.3                            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.


 


8                                      VAT


 


Irrecoverable VAT on any of the foregoing.


 


25

















 


Annexure


 


(Building Specification)


 


26

















 


LEASE PARTICULARS


 


(forming part of this
lease only insofar as not inconsistent with the other provisions of this lease)


 


	
   Date of Lease

   	
   :

   	
   2009 

   
	
    

   	
    

   	
    

   
	
   Original Landlord

   	
   :

   	
   MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670)
   and MEPC MILTON PARK NO. 2 LIMITED (Company
   number 5491806) 

   
	
    

   	
    

   	
    

   
	
   Original Tenant

   	
   :

   	
   VERTEX PHARMACEUTICALS (EUROPE) LIMITED (Company number 2907620) 

   
	
    

   	
    

   	
    

   
	
   Original Guarantor

   	
   :

   	
   VERTEX PHARMACEUTICALS INCORPORATED  

   
	
    

   	
    

   	
    

   
	
   Property

   	
   :

   	
   Building 86 and 87 Milton Park 

   
	
    

   	
    

   	
    

   
	
   Floor Area 

   	
    

   	
   3,839.5 square metres (41,329 square feet) net internal

   
	
    

   	
    

   	
    

   
	
   Contractual Term

   	
   :

   	
   15 years from and including 23 April 2009 to and including 22 April 2024

   
	
    

   	
    

   	
    

   
	
   Initial Principal Rent 

   	
   :

   	
   NINE HUNDRED AND THIRTY FOUR THOUSAND POUNDS (£934,000) per annum 

   
	
    

   	
    

   	
    

   
	
   Rent Commencement Date

   	
   :

   	
   23 September 2011 

   
	
    

   	
    

   	
    

   
	
   Review Dates

   	
   :

   	
   23 April 2014 and

    

   23 April 2019 

   
	
    

   	
    

   	
    

   
	
   Review Type

   	
   :

   	
   Market — upwards only

   
	
    

   	
    

   	
    

   
	
   Service Charge Commencement Date

   	
   :

   	
   23 April 2009 

   
	
    

   	
    

   	
    

   
	
   Principal Rent and Service Charge Payment
   Dates

   	
   :

   	
   Quarterly: 25 March, 24 June, 29 September and 25 December

   
	
    

   	
    

   	
    

   
	
   Insurance Commencement Date

   	
   :

   	
   23 April 2009

   
	
    

   	
    

   	
    

   
	
   Permitted Use: (1987 Order)

   	
   :

   	
   B1 

   
	
    

   	
    

   	
    

   
	
   Break Date: 1 

   	
   :

   	
   22 April 2014 

   
	
    

   	
    

   	
    

   
	
   Break Date: 2

   	
   :

   	
   22 April 2019 

   
	
    

   	
    

   	
    

   
	
   Break Type

   	
   :

   	
   Tenant 

   
	
    

   	
    

   	
    

   
	
   Parking Spaces

   	
   :

   	
   204

   
	
    

   	
    

   	
    

   
	
   Security of Tenure: Landlord and Tenant
   Act 1954

   	
   :

   	
   Included

   



 


27

















 


	
   

  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  EXECUTED AS A DEED by VERTEX
  PHARMACEUTICALS (EUROPE) LIMITED acting by a director and the company secretary or by two directors

  	
   

  	
  

  
	
  Director

  	
   

  	
   

  
	
  Director/Company Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  EXECUTED AS A DEED by VERTEX
  PHARMACEUTICALS INCORPORATED acting by:

  	
   

  	
  

  



 


28