EX-10.3






Exhibit 10.3




Agreement

relating to Windrush Court,

Oxford




Dated          29 May, 2009




	 	 	 
	Matrix Portfolio No.1 Limited acting in its 


capacity as General Partner of the Matrix 

Portfolio No.1 Limited Partnership (1)

	 	 
	 
	Oxford Real Estate Owner No 2 Limited (2)
	 	 







 









 








CONTENTS




	 	 	 	 	 
	 	 	PAGE*
	1. Definitions

	 	 	1	 
	 
	2. Interpretation

	 	 	4	 
	 
	3. Standard Conditions

	 	 	5	 
	 
	4. Property and Price

	 	 	5	 
	 
	5. Completion

	 	 	5	 
	 
	6. Title

	 	 	5	 
	 
	7. Matters affecting the Property

	 	 	6	 
	 
	8. Representations

	 	 	7	 
	 
	9. Transfer

	 	 	8	 
	 
	10. Registration

	 	 	8	 
	 
	11. Buyer as Seller’s agent and service of notices pending registration

	 	 	8	 
	 
	12. VAT

	 	 	9	 
	 
	13. Insurance

	 	 	9	 
	 
	14. Apportionments

	 	 	9	 
	 
	15. Management

	 	 	9	 
	 
	16. Arrears

	 	 	10	 
	 
	17. No sub-sale or assignment

	 	 	10	 
	 
	18. Agreement as to environmental liabilities

	 	 	10	 
	 
	19. Sold with information

	 	 	11	 
	 
	20. Environmental indemnity

	 	 	11	 
	 
	21. Capital Allowances

	 	 	11	 
	 
	22. Confidentiality

	 	 	12	 
	 
	23. Notices

	 	 	13	 






 









 






	 	 	 	 	 
	 	 	PAGE*
	24. Entire agreement

	 	 	13	 
	 
	25. Governing law and jurisdiction

	 	 	14	 
	 
	26. Limitation of Seller’s Liability

	 	 	14	 








 




			
	*	 	Page references provided in this Table of Contents refer solely to this Exhibit 10.3 as provided
in this Quarterly Report on Form 10-Q. The remainder of this Exhibit 10.3 appears in the same form
as the executed agreement.




 









 










       DATE          29 May 2009



       PARTIES




	(1)	 	MATRIX PORTFOLIO NO.1 LIMITED (company number 04308021) whose registered office is at One
Vine Street London W1J 0AH acting in its capacity as General Partner of the Matrix Portfolio
No.1 Limited Partnership (the “Seller”); and
	 
	(2)	 	OXFORD REAL ESTATE OWNER NO 2 LIMITED (company number 6879455) whose registered office is at
Windrush Court, Watlington Road, Oxford, Oxfordshire OX4 6LT (the “Buyer”).
	 
	 	 	OPERATIVE PROVISIONS
	 
	1.	 	Definitions
	 
	 	 	In this agreement except where a different interpretation is necessary in the context the
words and expressions set out below shall have the following meanings:





	 	 	 
	Actual Completion

	 	actual completion of the sale of the
Property pursuant to this agreement and
“Date of Actual Completion” shall be
interpreted accordingly
	 
	 	 
	Ancillary Occupational
Documents

	 	the documents ancillary to the
Occupational Lease brief particulars of
which are set out in Part 2 of Schedule 3
	 
	 	 
	Appropriate Person

	 	an “appropriate person” as defined in
part IIA Environmental Protection Act
1990
	 
	 	 
	Arrears

	 	rents or other monies which are due and
receivable from the Occupational Tenant
at Actual Completion but which have not
been received by the Seller
	 
	 	 
	Buyer’s Solicitors

	 	Wragge & Co LLP of 55 Colmore Row,
Birmingham B3 2AS (ref: 2011302/SJT/DXH1)
	 
	 	 
	Completion Date

	 	29 May 2009
	 
	 	 
	Deeds

	 	the deeds and documents brief particulars
of which are set out in Schedule 2
	 
	 	 
	Environment

	 	any and all organisms (including without
limitation humans) ecosystems natural or
man-made buildings structures enclosures
and other constructions and the following
media:






 









 






	 	 	 
	 

	 	(a)  air (including without limitation air
within buildings structures enclosures
and other constructions above or below
ground);

	 
	 	 
	 

	 	(b)  water (including without limitation
territorial waters coastal and inland
waters surface and ground waters and
waters in wells boreholes sewers and
drains); and

	 
	 	 
	 

	 	(c)  land (including without limitation
surface land and sub-surface strata and
any land under seabeds or rivers wet
lands or flood plains)

	 
	 	 
	Environmental Authority

	 	any person or legal entity (whether
statutory or non-statutory or
governmental or non-governmental) having
regulatory authority under Environmental
Law and/or any court of law or tribunal
	 
	 	 
	Environmental Costs

	 	the proper and reasonable costs incurred
by any Environmental Authority in
carrying out any investigation
assessment monitoring removal remedial
or risk mitigation works under
Environmental Law
	 
	 	 
	Environmental Law

	 	all EU national or local laws (both
common law and statute law and civil and
criminal law) and all subordinate
legislation and regulatory codes of
practice (including without limitation
statutory instruments guidance notes
circulars directives decisions
regulations treaties and conventions)
and Environmental Notices concerning the
pollution or protection of the
Environment or health and safety
	 
	 	 
	Environmental Notices

	 	any notice or requirement of any
Environmental Authority made pursuant to
Environmental Law
	 
	 	 
	Harm

	 	harm to the Environment and for the
avoidance of doubt (but without
limitation) harm to the health of living
organisms or other interference with the
ecological systems of which they form
part and in the case of humans includes
offence caused to any senses and harm to
property
	 
	 	 
	Hazardous Substances

	 	any natural or artificial substance
(whether in solid or liquid form or in
the form of a gas or vapour and whether
alone or in combination with any other
substance) capable of causing Harm
including (without limitation) vibration






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	 	noise electricity heat or other radiation
	 
	 	 
	Insurance Policies

	 	the policy or policies of insurance
relating to the Property brief
particulars of which have been disclosed
to the Buyer
	 
	 	 
	Interest Rate

	 	3 per cent per annum above the base rate
from time to time of Barclays Bank plc
	 
	 	 
	Occupational Lease

	 	the lease brief particulars of which are
set out in Part 1 of Schedule 3 including
any document which is supplemental to it
whether or not it is expressly stated to
be so and the Ancillary Occupational
Documents
	 
	 	 
	Occupational Tenant

	 	the tenant under any Occupational Lease
	 
	 	 
	Official Copies

	 	official copies of the Registered Title
as at 28 April 2009 at 12:00:32 and
12:02:53
	 
	 	 
	Price

	 	Thirteen Million Seven Hundred Thousand
pounds (£13,700,000)
	 
	 	 
	Property

	 	the freehold property known as Windrush
Court, Oxford and described in more
detail in Schedule 1
	 
	 	 
	Registered Title

	 	the freehold interest registered at HM
Land Registry under Title Numbers
ON164954 and ON79849
	 
	 	 
	Seller’s Solicitors

	 	SJ Berwin LLP of 10 Queen Street Place
London EC4R 1BE (ref: 128/1629/M6482)
	 
	 	 
	Seller’s Solicitors’ Bank
Account

	 	the Seller’s Solicitors’ bank account at
Barclays Bank Plc Level 26 1 Churchill
Place Canary Wharf London E14 5HP Account
No: 10644994 Sort Code: 20-36-47
	 
	 	 
	Seller’s Solicitors’ Replies

	 	the written replies given by the Seller’s
Solicitors to the pre-contract enquiries
raised by the Buyer’s Solicitors
	 
	 	 
	Standard Conditions

	 	the Standard Commercial Property
Conditions (Second Edition) and a
reference to a numbered Standard
Condition shall be construed accordingly
	 
	 	 
	Statutory Guidance

	 	the statutory guidance issued under part
IIA Environmental Protection Act 1990
	 
	 	 
	VAT

	 	Value Added Tax as defined in the VAT Act
1994, as amended






3









 






	 	 	 
	Working Day

	 	a day (other than a Saturday or Sunday)
when banks generally are open for the
transaction of normal banking business in
London







	2.	 	Interpretation






	 	2.1	 	The clause, paragraph, Schedule and Annexure headings and the table of contents
used in this agreement are inserted for ease of reference only and shall not affect
construction.
	 
	 	2.2	 	The Schedules and Annexures to this agreement are incorporated into this
agreement. References in this agreement and the Schedules to the parties, Schedules,
Annexures and clauses are references respectively to the parties, Schedules and
Annexures to and clauses of this agreement.
	 
	 	2.3	 	References to persons shall include bodies corporate, unincorporated
associations and partnerships, in each case whether or not having a separate legal
personality.
	 
	 	2.4	 	Except where the context specifically requires otherwise, words importing one
gender shall be treated as importing any gender, words importing individuals shall be
treated as importing corporations and vice versa, words importing the singular shall be
treated as importing the plural and vice versa, and words importing the whole shall be
treated as including a reference to any part of the whole.
	 
	 	2.5	 	If any condition or covenant contained in this agreement requires a party to it
not to do an act or thing it shall be a breach of any such condition or covenant to
permit or suffer such act or thing to be done.
	 
	 	2.6	 	Where a party consists of more than one person covenants and obligations of
that party shall be deemed to be made jointly and severally.
	 
	 	2.7	 	References to statutory provisions, enactments or EC Directives shall include
references to any amendment, modification, extension, consolidation, replacement or
re-enactment of any such provision, enactment or EC Directive (whether before or after
the date of this agreement), to any previous enactment which has been replaced or
amended and to any regulation, instrument or order or other subordinate legislation
made under such provision, enactment or EC Directive, except where expressly stated to
the contrary.
	 
	 	2.8	 	If any provision of this agreement is held to be invalid or unenforceable by
any judicial or other competent authority, all other provisions of this agreement will
remain in full force and effect and will not in any way be impaired.
	 
	 	2.9	 	This agreement does not confer any rights on any person or party other than the
parties to this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.




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	3.	 	Standard Conditions






	 	3.1	 	The provisions of Part 1 of the Standard Conditions shall be deemed to be
incorporated in this agreement so far as they are not varied by or inconsistent with
the specific provisions of this agreement. The provisions of Part 2 of the Standard
Conditions shall apply only if they are expressly incorporated in this agreement and
then only to the extent that they are not varied by or inconsistent with the specific
provisions of this agreement.
	 
	 	3.2	 	Standard Condition 1.1.4(a) shall not apply.






	4.	 	Property and Price






	 	4.1	 	The Seller agrees to sell and the Buyer agrees to purchase the Property at the
Price on the terms set out in this agreement.
	 
	 	4.2	 	The sale excludes all tenants’ trade fixtures and fittings.






	5.	 	Completion






	 	5.1	 	(a) In Standard Condition 8.1.2 3.00 pm shall be substituted for 2.00 pm;






	 	(b)	 	Standard Condition 8.1.3 shall not apply;
	 
	 	(c)	 	In Standard Condition 1.1.3(b) the following words shall be
added after the words “freed of all mortgages”: “or if reasonable evidence is
produced that the property would be released from all mortgages” and the words
“in each case” shall be added after the word “except”.






	 	5.2	 	Completion shall take place at the office of the Seller’s Solicitors or such
other place as they direct on or before 3.00 pm on the Completion Date.
	 
	 	5.3	 	If completion takes place after 3.00 pm it shall be deemed to have taken place
on the following Working Day.
	 
	 	5.4	 	The Buyer shall pay all monies due on completion by telegraphic transfer to the
Seller’s Solicitors’ Bank Account or otherwise as the Seller’s Solicitors direct.
	 
	 	5.5	 	In Standard Condition 9.3.4 the words “give notice to the buyer, before the
date of actual completion, that it will” shall be deleted.
	 
	 	5.6	 	At the end of Standard Condition 9.5.2(a) the following words shall be added:
“and section 49(2) Law of Property Act 1925 shall not apply”.






	6.	 	Title






	 	6.1	 	Standard Conditions 6.1, 6.2, 6.3 and 6.4.2 shall not apply.




5









 






	 	6.2	 	The Buyer has investigated and accepts the Seller’s title to the Property and
shall not make any objections or requisitions with regard to it save for requisitions
relating to:






	 	(a)	 	previously undisclosed matters registered after the date of
this agreement and revealed by the usual pre-completion searches at HM Land
Registry against the Registered Title from the date of the Official Copies; and
	 
	 	(b)	 	the discharge of any financial charges.






	7.	 	Matters affecting the Property






	 	7.1	 	Standard Conditions 3.1.1, 3.1.2, 3.1.3 and 3.3 shall not apply.
	 
	 	7.2	 	The Property is sold free from incumbrances other than those referred to in
clause 7.3.
	 
	 	7.3	 	The Property is sold subject to and (where applicable and where the Seller can
lawfully grant the same) with the benefit of:






	 	(a)	 	the entries in the property register and in the charges
register of the Registered Title as set out in the Official Copies;
	 
	 	(b)	 	the Deeds;
	 
	 	(c)	 	the Occupational Lease;
	 
	 	(d)	 	any matters discoverable by inspection of the Property before
the date of this agreement;
	 
	 	(e)	 	any matters that the Seller does not know about;
	 
	 	(f)	 	any matters other than monetary charges disclosed or which
would have been disclosed by the searches and enquiries which a prudent buyer
would have made before entering into this agreement;
	 
	 	(g)	 	all local Land Charges (whether registered or not at the date
of this agreement) and all matters capable of registration as local Land
Charges;
	 
	 	(h)	 	all notices demands proposals and requirements served or made
by any local or other public authority (whether before or after the date of
this agreement);
	 
	 	(i)	 	all notices demands proposals and requirements served or made
under the Town & Country Planning Act 1990 the Planning (Listed Buildings and
Conservation Areas) Act 1990 the Planning (Consequential Provisions) Act 1990
the Planning Compensation Act 1991 and any subsequent legislation of a similar
nature or any highways legislation;




6









 






	 	(j)	 	all matters referred to in Schedule 3 Land Registration Act
2002 and any matters which were overriding interests as defined in section
70(1) Land Registration Act 1925 and which continue in effect under Schedule 12
Land Registration Act 2002;
	 
	 	(k)	 	all rights of way water light air and other rights easements
quasi-easements liabilities and public rights whatsoever and any liability to
repair or to contribute towards the cost of repair of roads passages sewers
drains fences or other items.






	 	 	 	Provided that the Seller has disclosed everything of the nature referred to in
clauses 8.3 (f) — (k) above of which the Seller is actually aware.
	 
	 	7.4	 	The Official Copies and copies of the Deeds and the Occupational Lease have
been produced to the Buyer and the Buyer purchases with full knowledge of them and
shall not raise any requisition on or objection to them.
	 
	 	7.5	 	This clause 7.5 applies where:






	 	(a)	 	A financial charge is required to be discharged on or before
completion; and
	 
	 	(b)	 	The discharge is to be made in Land Registry Form DS1 or DS3.






	 	7.6	 	The Seller is to provide to the Buyer’s Solicitor with the duly executed Form
DS1 or DS3 upon receipt of the same from the chargee’s solicitor together with:






	 	(a)	 	the name address and reference of the conveyancer (if any)
acting for the charge in relation to the discharge; or






	 	(b)	 	an application to cancel the entries relating to the charge in
Land Registry Form DS2 or AP1 as appropriate duly completed by the Seller’s
Solicitors






	 	 	 	To enable the Buyer’s Solicitor to register the discharge of the chare at the Land
Registry.






	8.	 	Representations






	 	8.1	 	The Buyer acknowledges that:






	 	(a)	 	it has not entered into this agreement in reliance wholly or
partly on any statement or representation made by or on behalf of the Seller
except in so far as any such statement or representation is expressly set out
in this agreement or in the Seller’s Solicitors’ Replies;






	 	(b)	 	the accuracy of the Seller’s Solicitors’ Replies is not
guaranteed and they do not obviate the need for the Buyer to make the
appropriate searches and




7









 






	 	 	 	enquiries and to inspect and survey the Property in contemplation of the
Buyer’s expected use;






	 	8.2	 	In Standard Condition 9.1.1 the words “in the negotiations leading to it” shall
be deleted and the following substituted: “any written statement made by or on behalf
of the seller to the buyer or his agents or advisers in answer to formal preliminary
enquiries before the date of the contract”.






	9.	 	Transfer






	 	9.1	 	Standard Condition 6.6.2 shall not apply.
	 
	 	9.2	 	In Condition 6.6.5 after the word “completion” the words “and which is not a
matter of public record” shall be added.
	 
	 	9.3	 	The transfer of the Property shall be in the form annexed.






	10.	 	Registration






	 	10.1	 	The Buyer shall use reasonable endeavours to procure that it is registered as
proprietor of the Registered Title within three months after the Date of Actual
Completion.
	 
	 	10.2	 	The Buyer will provide to the Seller as soon as reasonably practicable official
copies of the Registered Title showing the Buyer as registered proprietor.






	11.	 	Buyer as Seller’s agent and service of notices pending registration






	 	11.1	 	The Seller irrevocably appoints the Buyer as agent for the Seller in respect of
the Landlord’s obligations under the Occupational Lease for the period from Actual
Completion until the date on which HM Land Registry notifies the Buyer that
registration of the transfer of the Property has been completed.
	 
	 	11.2	 	With effect from the Date of Actual Completion:






	 	(a)	 	any notice or proceedings to be served on the landlord under
any Occupational Lease shall be effectively served if served on the Buyer alone
notwithstanding that the legal estate in the Property may not be vested in the
Buyer;
	 
	 	(b)	 	the Seller authorises the Buyer to receive service of any
notice or proceedings to be served on the landlord under any Occupational Lease
whether that notice is or those proceedings are addressed to the Buyer the
Seller or both of them;
	 
	 	(c)	 	any notice or proceedings to be served by the landlord under
any Occupational Lease shall be effectively served if served by the Buyer




8









 






	 	 	 	alone notwithstanding that the legal estate in the Property may not then be
vested in the Buyer.






	12.	 	VAT






	 	12.1	 	Standard Condition 1.4 shall not apply.
	 
	 	12.2	 	All payments made or consideration given pursuant to this agreement shall
(unless it is specifically provided otherwise) be exclusive of VAT and any VAT
chargeable on them shall be paid in addition to the payment or consideration in
question on receipt of a valid VAT invoice from the Seller addressed to the Buyer.






	13.	 	Insurance






	 	13.1	 	Standard Conditions 7.1.1, 7.1.2, 7.1.3 and 7.1.4 shall not apply.
	 
	 	13.2	 	As soon as practicable after Actual Completion the Seller shall cancel the
Insurance Policies and use reasonable endeavours to obtain an appropriate refund of any
premium paid.
	 
	 	13.3	 	If any refund is received:






	 	(a)	 	the Seller shall pay the proportion of it which has been
recovered by the Seller from the Occupational Tenant to the Buyer; and






	 	(b)	 	the Buyer shall either repay to the Occupational Tenant the
proportion of the premium which they have paid in relation to the period after
cancellation of the Insurance Policies or allow that sum against the
Occupational Tenants’ liability in relation to insurance effected by the Buyer.






	14.	 	Apportionments






	 	14.1	 	In Standard Condition 8.3.2(a) the words “or the seller exercises his option in
Standard Condition 9.3.4” shall be deleted and the following substituted: “or the buyer
holds the property as tenant of the seller or the seller is entitled to compensation
under Standard Condition 9.3”.
	 
	 	14.2	 	Standard Condition 8.3.3 shall not apply and in apportioning any sum it is to
be assumed that the Seller owns the Property until the end of the day from which
apportionment is made.






	15.	 	Management






	 	15.1	 	In Standard Condition 4, the word “lease” shall be replaced by the phrase
“Occupational Lease” and references to “each lease” and “the lease” shall be




9









 






	 	 	 	construed as references to “each Occupational Lease” and “any Occupational Lease”
respectively.
	 
	 	15.2	 	In Standard Condition 4.1.4 the words “other than by effluxion of time” shall
be added after the words “if the lease ends”.
	 
	 	15.3	 	In Standard Condition 4.2.2, the words “to which condition 5 applies” shall be
deleted.
	 
	 	15.4	 	In Standard Condition 4.2.8 the words “as a consequence of the withholding or
attaching of conditions to such consent” shall be added after the words “loss and
expense”.






	16.	 	Arrears






	 	16.1	 	The Seller may take all necessary steps to recover any Arrears but is not to
take any action towards the winding up bankruptcy liquidation receivership or
administration or the appointment of an administrator receiver or manager of a Tenant
in connection with them.
	 
	 	16.2	 	At the Seller’s request the Buyer is to assign back to the Seller the right to
demand and sue for any Arrears each assignment to be in such form as the Seller
reasonably requires.
	 
	 	16.3	 	The Buyer is to provide any reasonably assistance required by the Seller to
recover the Arrears and (without limiting that obligation) is to allow the Seller to
have on loan the counterpart of a Tenancy required for any action or proceedings to
recover Arrears.






	17.	 	No sub-sale or assignment
	 
	 	 	This agreement is personal to the Buyer and the Buyer shall not be entitled to require the
Seller to transfer or assign the Property to any person other than the Buyer.
	 
	18.	 	Agreement as to environmental liabilities






	 	18.1	 	The Seller and the Buyer agree that:






	 	(a)	 	if any Environmental Notice is served on either of them in
respect of the Property or any Hazardous Substances attributable to the
Property then as between the Seller and the Buyer the sole responsibility for
complying with the Environmental Notice is to rest with the Buyer to the
exclusion of the Seller;
	 
	 	(b)	 	if any Environmental Authority wishes to recover Environmental
Costs in respect of the Property or any Hazardous Substances attributable to
the Property from either or both of the Seller and the Buyer then as between
the Seller and the Buyer the sole responsibility for the payment of the




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	 	 	 	Environmental Costs is to rest with the Buyer to the exclusion of the
Seller.






	 	18.2	 	The agreements outlined under clause 18 clause 18.1(a) and clause 18.1(b) are
made with the intention that the Environmental Authority serving the Environmental
Notice or seeking to recover Environmental Costs should give effect to the agreements
pursuant to the Statutory Guidance.
	 
	 	18.3	 	The Seller and the Buyer agree that the appropriate Environmental Authority may
be notified in writing of the provisions of this clause 18 if required to give effect
to the agreements outlined under clause 18.1(a) and clause 18.1(b) above.






	19.	 	Sold with information






	 	19.1	 	The Buyer acknowledges to the Seller that:






	 	(a)	 	both the Buyer and the Seller are large commercial
organisations; and






	 	(b)	 	the Buyer has been given permission and adequate opportunity to
carry out its own investigations of the Property for the purpose of
ascertaining whether and if so the extent to which Hazardous Substances are
present in on under or over the Property.






	 	19.2	 	The acknowledgements in this clause 19 are made in order to exclude the Seller
from liability under part IIA Environmental Protection Act 1990 so that the Seller is
not an Appropriate Person.






	20.	 	Environmental indemnity
	 
	 	 	The Buyer shall indemnify the Seller with respect to all and any actions losses damages
liabilities charges claims costs and expenses which may be paid incurred suffered or
sustained by the Seller arising (directly or indirectly) out of or in connection with the
presence of any Hazardous Substances in on or under the Property or migrating to or from the
Property.
	 
	21.	 	Capital Allowances
	 
	 	 	The Seller and the Buyer agree that:






	 	21.1	 	The Seller shall be entitled to claim and retain all capital allowances in
respect of plant or machinery constructed on or installed in the Property prior to
completion.
	 
	 	21.2	 	The Buyer shall not claim any capital allowances in respect of its expenditure
under this agreement.




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	 	21.3	 	In the event the Buyer shall obtain any capital allowance whatsoever in respect
of such expenditure the Buyer shall pay and account to the Seller for any benefit
obtained by the Buyer in respect of the same.
	 
	 	21.4	 	The Buyer agrees that it will at Completion enter into an election with the
Seller (in the form set out in Schedule 4) under Section 198 Capital Allowances Act
2001 that the aggregate disposal value of the fixtures at the Property shall be £1 and
shall do all things necessary to ensure that such election is effective.
	 
	 	21.5	 	The Buyer and the Seller shall do all things necessary to ensure that such
elections are effective or such disposal value is otherwise agreed with HMRC including
without limitation, submitting their tax returns on a basis consistent with such
election and forwarding such election to its tax office as soon as reasonably
practicable and in any event within any relevant time limits.






	22.	 	Confidentiality






	 	22.1	 	Up until Actual completion each party shall keep confidential the existence and
terms of this agreement and all information received or obtained as a result of
negotiating preparing executing performing or implementing it which relates to the
other party or any agent or sub-contractor acting on its behalf. Neither party shall
use such information for any purpose other than to perform its obligations under this
agreement.
	 
	 	22.2	 	Notwithstanding the other provisions of this clause 22 either party may after
consultation with the other party whenever practicable disclose confidential
information if and to the extent:






	 	(a)	 	required by law; or
	 
	 	(b)	 	required by any securities exchange on which either party’s
securities are listed or traded; or
	 
	 	(c)	 	required by any regulatory or governmental or other authority
with relevant powers to which either party is subject or submits (whether or
not the authority has the force of law); or
	 
	 	(d)	 	required to vest the full benefit of this agreement in that
party or to enforce any of the rights of that party in this agreement; or
	 
	 	(e)	 	required by its professional advisers officers employees
consultants sub-contractors or agents to provide their services (and subject
always to similar duties of confidentiality); or
	 
	 	(f)	 	that information is in or has come into the public domain
through no fault of that party; or
	 
	 	(g)	 	the other party has given prior written consent to the
disclosure; or




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	 	(h)	 	it is necessary to obtain any relevant tax clearances from any
appropriate tax authority; or
	 
	 	(i)	 	it is after Actual Completion.






	23.	 	Notices






	 	23.1	 	Any notice to be given under this agreement must be in writing, in English and
may be served by hand delivery at, or by pre-paid first class post, recorded delivery
or registered post or airmail to, the address of the receiving party as set out at the
beginning of this agreement or by fax to any fax number notified by any party to the
other party for the purposes of this agreement.
	 
	 	23.2	 	Subject to clause 23.3, any notice served in accordance with clause 23.1 shall
be deemed to have been received:






	 	(a)	 	if delivered by hand, at the time of delivery;
	 
	 	(b)	 	if sent by pre-paid first class post, recorded delivery or
registered post, at 9.30 am on the second clear day after the date of posting;
	 
	 	(c)	 	if sent by pre-paid registered airmail, at 9.30 am on the fifth
clear day after the date of posting;
	 
	 	(d)	 	if sent by fax, at the time of transmission by the sender.






	 	23.3	 	If, under the provisions of clause 23.2, a notice would be deemed to have been
received outside normal business hours, being 9.30 am to 5.30 pm local time on any day
which is not a Saturday, Sunday or public holiday in the place of receipt (which, in
the case of service on any party by fax shall be deemed to be the same place as the
address specified for service on that party by post), it shall instead be deemed to
have been received at the recommencement of such normal business hours.
	 
	 	23.4	 	A notice given under this agreement shall not be validly served if sent by
email.






	24.	 	Entire agreement
	 
	 	 	There shall be deemed to be incorporated into this agreement the contents of any side letter
supplemental or ancillary to this agreement as if they had been set out expressly in this
agreement and the Seller and the Buyer each acknowledge that the terms and conditions set
out and incorporated in this agreement constitute the entire contract and arrangement
between them.




13









 












	25.	 	Governing law and jurisdiction
	 
	 	 	This agreement is governed by and is to be construed in accordance with English law. The
parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute arising out of or in connection with this agreement.






	26.	 	Limitation of Seller’s Liability
	 
	 	 	In relation to the Property the Seller is entering into this agreement in its capacity as
General Partner of the Matrix Portfolio No. 1 Limited Partnership (“the Partnership”) and
the Buyer acknowledges that under no circumstances shall there be any liability on the part
of the limited partners of the Partnership arising from any breach of this agreement by the
Partnership.
	 
	 	 	This agreement is executed as a deed by the parties and is delivered and takes effect on the
date at the beginning of this agreement.






14









 








SCHEDULE 1




The Property



The freehold property known as Windrush Court, Oxford, comprising land and buildings as registered
at the Land Registry under title numbers ON164954 and ON79849





15









 








SCHEDULE 2




The Deeds




	 	 	 	 	 
	Date	 	Document	 	Parties
	20.03.2001

	 	Section 106 Agreement
	 	British Biotech Pharmaceuticals Limited (1)
	 

	 	 	 	The Oxford City Council (2)







16









 









SCHEDULE 3




Part 1




The Occupational Lease




	 	 	 	 	 
	Date	 	Document	 	Parties
	02.04.2001

	 	Counterpart Lease
	 	Rosewood Property Management Limited (1)
	 

	 	 	 	British Biotech Pharmaceuticals Limited (2)
	 

	 	 	 	British Biotech Plc (3)
	 
	Part 2
	 
	The Ancillary Occupational Documents
	 
	Date	 	Document	 	Parties
	02.04.2001

	 	Supplemental Deed
	 	Rosewood Property Management Limited (1)
	 

	 	 	 	British Biotech Pharmaceuticals Limited (2)
	 

	 	 	 	British Biotech Plc (3)
	 
	 	 	 	 
	28.09.2001

	 	Licence to Assign
	 	Rosewood Property Management Limited (1)
	 

	 	 	 	British Biotech Pharmaceuticals Limited (2)
	 

	 	 	 	British Biotech Plc (3)
	 

	 	 	 	OSI Pharmaceuticals (UK) Limited (4)
	 

	 	 	 	OSI Pharmaceuticals Inc (5)
	 
	 	 	 	 
	28.09.2001

	 	Guarantee
	 	British Biotech Pharmaceuticals Limited (1)
	 

	 	 	 	Rosewood Property Management Limited (2)
	 

	 	 	 	British Biotech Plc (3)
	 
	 	 	 	 
	28.09.2001

	 	Assignment of Lease
	 	British Biotech Pharmaceuticals Limited (1)
	 

	 	 	 	British Biotech Plc (2)
	 

	 	 	 	OSI Pharmaceuticals (UK) Limited (3)
	 

	 	 	 	OSI Pharmaceuticals Inc (4)
	 
	 	 	 	 
	28.09.2001

	 	Deed of Assignment
of Collateral
Warranties
	 	Rosewood Property Management Limited (1)

British Biotech Pharmaceuticals Limited (2)

British Biotech Plc (3)

OSI Pharmaceuticals (UK) Limited (4)

OSI Pharmaceuticals Inc (5)






17









 






	 	 	 	 	 
	Date	 	Document	 	Parties
	18.06.2004

	 	Retrospective
Licence for

Alterations
	 	The Matrix Portfolio No.1 Limited
Partnership acting by its general partner
Matrix Portfolio No.1 Limited (1)

OSI Pharmaceuticals (UK) Limited (2)

OSI Pharmaceuticals Inc (3)
	 
	 	 	 	 
	12.01.2005

	 	Letter Licence for
Alterations
	 	Matrix Securities Limited (1)

OSI Pharmaceuticals (UK) Limited (2)







18









 








SCHEDULE 4




Fixed Plant Apportionment Election Notice




(Section 198 Capital Allowances Act 2001)




	 	 	 
	Name of Former Owner:

	 	Matrix Portfolio No.1 Limited acting in
its capacity as General Partner of the
Matrix Portfolio No.1 Limited
Partnership
	 
	 	 
	Name of New Owner:

	 	Oxford Real Estate Owner No 2 Limited
	 
	 	 
	Description of Machinery or
Plant:

	 	the fixed plant situated in the property described below
	 
	 	 
	Description of Relevant Land:

	 	Windrush Court, Oxford
	 
	 	 
	Interest Acquired:

	 	Freehold
	 
	 	 
	Amount Allocated to Plant:

	 	£1





We hereby jointly elect in accordance with Section 198 Capital Allowances Act 2001 to fix the
amount attributable to the items of fixed plant and machinery in respect of which the Former Owner
has claimed or will claim capital allowances on the land as set out above as at [  ]
2009.




/s/ Robert Randall

Signed for and on behalf of




MATRIX PORTFOLIO NO.1 LIMITED




/s/ Colin Goddard

Signed for and on behalf of




OXFORD REAL ESTATE OWNER NO 2 LIMITED




19









 





	 	 	 
	Executed as a deed by MATRIX PORTFOLIO NO.1 LIMITED
acting in its capacity as General Partner of THE MATRIX
PORTFOLIO NO.1 LIMITED PARTNERSHIP

acting by:
	 	 
	 
	 	 
	/s/ Robert Randall
 

[signature of director]

	 	 
	 
	 	 
	Robert Randall
 

[print name of director]

	 	 
	Director
	 	 
	 
	 	 
	/s/ Hanny Tirta
 

[signature of director/company secretary]

	 	 
	 
	 	 
	Hanny Tirta
 

[print name of director/company secretary]

	 	 
	Director/Company Secretary
	 	 






20









 






	 	 	 
	Executed as a deed by OXFORD REAL ESTATE OWNER NO 2
LIMITED

acting by:
	 	 
	 
	 	 
	 
	/s/ Colin Goddard
 

[signature of director]

	 	 
	 
	Colin Goddard
 

[print name of director]

	 	 
	Director
	 	 
	 
	/s/ Pierre Legault
 

[signature of director/company secretary]

	 	 
	 
	Pierre Legault
 

[print name of director/company secretary]

	 	 
	Director/Company Secretary
	 	 







21









 








ANNEXURE 1




Form TR1





22











 





TR1




Land Registry

Transfer of whole of registered title(s)



If you need more room than is provided for in a panel, and your software allows, you can expand any panel in
the form. Alternatively use continuation sheet CS and attach it to this form.




	 	 	 	 	 	 	 
	Leave blank if not yet registered.

	 	 	1	 	 	Title number(s) of the property:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	ON164954, ON79849
	 
	 	 	 	 	 	 
	Insert address including postcode
(if any) or other description of
the property, for example ‘land
adjoining 2 Acacia Avenue’.

	 	 	2	 	 	Property:


Unit 11, County Trading Estate, Watlington and land and
buildings lying to the East of Watlington Road,
Littlemore
	 
	 	 	 	 	 	 
	 

	 	 	3	 	 	Date: 29 May 2009
	 
	 	 	 	 	 	 
	Give full name(s).

	 	 	4	 	 	Transferor:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Matrix Portfolio No.1 Limited
	 
	 	 	 	 	 	 
	Complete as appropriate where the
transferor is a company.

	 	 	 	 	 	For UK incorporated companies/LLPs
	 

	 	 	 	 	 	Registered number of company or limited liability
partnership including any prefix:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	04308021
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For overseas companies
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) Territory of incorporation:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) Registered number in England and Wales including
any prefix:
	 
	 	 	 	 	 	 
	Give full name(s).

	 	 	5	 	 	Transferee for entry in the register:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Oxford Real Estate Owner No2 Limited
	 
	 	 	 	 	 	 
	Complete as appropriate where the
transferee is a company. Also,
for an overseas company, unless
an arrangement with Land Registry
exists, lodge either a
certificate in Form 7 in Schedule
3 to the Land Registration Rules
2003 or a certified copy of the
constitution in English or Welsh,
or other evidence permitted by
rule 183 of the Land Registration
Rules 2003.



	 	 	 	 	 	For UK incorporated companies/LLPs

Registered number of company or limited liability
partnership including any prefix:


6879455


For overseas companies


(a) Territory of incorporation:
	
	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) Registered number in England and Wales including
any prefix:
	 
	 	 	 	 	 	 
	Each transferee may give up to
three addresses for service, one
of which must be a postal address
whether or not in the UK
(including the postcode, if any).
The others can be any
combination of a postal address,
a UK DX box number or an
electronic address.

	 	 	6	 	 	Transferee’s intended address(es) for service for entry
in the register:


Windrush Court, Watlington Road, Oxford, Oxfordshire
OX4 6LT
	 
	 	 	 	 	 	 
	 

	 	 	7	 	 	The transferor transfers the property to the transferee
	 
	 	 	 	 	 	 
	Place ‘X’ in the appropriate box.
State the currency unit if other
than sterling. If none of the
boxes apply, insert an
appropriate memorandum in panel
11.

	 	 	8	 	 	Consideration


ý  The transferor has received from the transferee
for the property the following sum (in words and
figures):

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Thirteen Million Seven Hundred Thousand pounds
(£13,700,000) plus VAT of Two Million and Fifty Five
Thousand Pounds (2,055,000)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	o  The transfer is not for money or anything that
has a monetary value

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	o  Insert other receipt as appropriate:

	 
	 	 	 	 	 	 
	Place ‘X’ in any box that applies.

	 	 	9	 	 	The transferor transfers with
	 
	 	 	 	 	 	 
	Add any modifications.

	 	 	 	 	 	ý  full title guarantee

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	o  limited title guarantee

	 
	 	 	 	 	 	 
	Where the transferee is more than
one person, place ‘X’ in the
appropriate box.

	 	 	10	 	 	Declaration of trust. The transferee is more than one
person and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	o  they are to hold the property on trust for
themselves as joint tenants

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	o  they are to hold the property on trust for
themselves as tenants in common in equal shares

	 
	 	 	 	 	 	 
	Complete as necessary.

	 	 	 	 	 	o  they are to hold the property on trust:







2









 







	 	 	 	 	 	 	 
	Insert here any required or
permitted statement, certificate
or application and any agreed
covenants, declarations and so
on.

	 	 	11	 	 	Additional provisions



1.1 Definitions




	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	“Ancillary Occupational Documents “ means the following:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	02.04.2001 Supplemental Deed 
	 

	 	 	 	 	 	Rosewood Property
Management Limited (1)
British Biotech Pharmaceuticals Limited (2)

	 

	 	 	 	 	 	British Biotech Plc (3)

	 

	 	 	 	 	 	28.09.2001 Licence to Assign 
	 

	 	 	 	 	 	Rosewood Property
Management Limited (1)

British Biotech Pharmaceuticals Limited (2)

	 

	 	 	 	 	 	British Biotech Plc (3)

	 

	 	 	 	 	 	OSI Pharmaceuticals (UK) Limited (4)

	 

	 	 	 	 	 	OSI Pharmaceuticals Inc (5)

	 

	 	 	 	 	 	28.09.2001 Guarantee British 
	 

	 	 	 	 	 	Biotech Pharmaceuticals
Limited (1)

Rosewood Property Management Limited (2)

	 

	 	 	 	 	 	British Biotech Plc (3)

	 

	 	 	 	 	 	28.09.2001 Assignment of Lease 
	 

	 	 	 	 	 	British Biotech
Pharmaceuticals Limited (1)

British Biotech Plc (2)

	 

	 	 	 	 	 	OSI Pharmaceuticals (UK) Limited (3)

	 

	 	 	 	 	 	OSI Pharmaceuticals Inc (4)

	 

	 	 	 	 	 	28.09.2001 Deed of Assignment of Collateral Warranties


	 

	 	 	 	 	 	Rosewood Property 

Management Limited (1)

	 

	 	 	 	 	 	British Biotech Pharmaceuticals Limited (2)

	 

	 	 	 	 	 	British Biotech Plc (3)

	 

	 	 	 	 	 	OSI Pharmaceuticals (UK) Limited (4)

	 

	 	 	 	 	 	OSI Pharmaceuticals Inc (5)

	 

	 	 	 	 	 	18.06.2004 Retrospective Licence for Alterations

	 

	 	 	 	 	 	The
Matrix Portfolio No.1 Limited 

Partnership acting by its
general partner Matrix Portfolio No.1 Limited (1)

	 

	 	 	 	 	 	OSI Pharmaceuticals
(UK) Limited (2)

	 

	 	 	 	 	 	OSI Pharmaceuticals Inc (3)

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	“Lease” means a lease of the Property dated 02 April
2001 made between (1) Rosewood Property Management
Limited (2) British Biotech Pharmaceuticals Limited and
(3) British Biotech Plc.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	11.2 Subjections
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	So far as they relate to the Property and/or any rights
benefiting






3









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	the Property and they subsist and are
capable of being enforced the Property is transferred
subject to (a) the matters mentioned in the register to
title numbers ON164954 and ON79849 (b) the Lease and
(c) the Ancillary Occupational Documents; and (d) the
Section 106 agreement dated 20 March 2001 made between
British Biotech Pharmaceuticals Limited (1) and The
Oxford City Council (2).
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	11.3 Indemnity covenant
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Transferee for the purpose of providing the
Transferor a full and sufficient indemnity but not
further or otherwise covenants with the Transferor that
the Transferee and persons deriving title under the
Transferee will:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

(i)     at all times from the date of this Transfer perform
and observe the covenants restrictions stipulations
conditions declarations reservations and other matters
subject to which the Property is transferred including
those matters set out at clause 11.2 above so far as
the same are in existence and relate to the Property
and are enforceable;


	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

(ii)    at all times from the date of this Transfer until
lawfully released perform and observe the covenants on
the part of the landlord contained in the Lease and the
Ancillary Occupational Documents; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	
(iii)   will indemnify and keep indemnified the
Transferor from and against all losses actions claims
demands expenses proceedings and liability in any way
relating to a failure to observe and perform such
matters from the day of this Transfer.



	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

11.4  The covenant set out in section 3 Law of Property
(Miscellaneous Provisions) Act 1994 shall not extend
to:


	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

(i)     any matter to which the sale of the Property or the
contract for the sale of the Property was expressly
made subject;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

(ii)    any charges encumbrances or other third party
rights created granted or imposed after the date of the
contract for the sale of the Property other than by the
Transferor; or








4









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	

(iii)    any charges encumbrances or other third party
rights created granted or imposed before the date on
which the Transferor was registered as proprietor of
the Property at HM Land Registry.


	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

11.5  The covenants implied on the part of the
Transferor by sections 2 and 3 Law of Property
(Miscellaneous Provisions) Act 1994 shall not be
annexed and incident to the Property pursuant to
section 7 Law of Property (Miscellaneous Provisions)
Act 1994.


	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	

11.6  In relation to the Property the Transferor is
entering into this transfer in its capacity as General
Partner of the Matrix Portfolio No. 1 Limited
Partnership (the “Partnership”) and the Transferee
acknowledges that under no circumstances shall there by
any liability on the part of the limited partners of
the Partnership arising from any breach of this
transfer by the Partnership.









The transferor must execute
this transfer as a deed using
the space opposite. If there
is more than one transferor,
all must execute. Forms of
execution are given in Schedule
9 to the Land Registration
Rules 2003. If the transfer
contains transferee’s covenants
or declarations or contains an
application by the transferee
(such as for a restriction), it
must also be executed by the
transferee.








	12	 	Execution
	 
	 	 	Signed as a deed by MATRIX PORTFOLIO NO. 1 LIMITED acting in its capacity as General Partner of THE MATRIX PORTFOLIO NO. 1 LIMITED
PARTNERSHIP acting by a director and its secretary
	 
	 
	 
	 
	 
	 	 	Signed as a deed by OXFORD REAL ESTATE OWNER NO 2 LIMITED acting by two directors and a director and its secretary














Signature

/s/ Robert Randall




Director




Signature

/s/ Hanny Tirta




Secretary













Signature

/s/ Colin Goddard




Director




Signature

/s/ Pierre Legault




Secretary














5









 







WARNING



If you dishonestly enter information or make a statement that you know is, or
might be, untrue or misleading, and intend by doing so to make a gain for
yourself or another person, or to cause loss or the risk of loss to another
person, you may commit the offence of fraud under section 1 of the Fraud Act
2006, the maximum penalty for which is 10 years’ imprisonment or an unlimited
fine, or both.



Failure to complete this form with proper care may result in a loss of
protection under the Land Registration Act 2002 if, as a result, a mistake is
made in the register.



Under section 66 of the Land Registration Act 2002 most documents (including
this form) kept by the registrar relating to an application to the registrar or
referred to in the register are open to public inspection and copying. If you
believe a document contains prejudicial information, you may apply for that
part of the document to be made exempt using Form EX1, under rule 136 of the
Land Registration Rules 2003.





6