Exhibit 10.26

 

***Text Omitted and Filed Separately with the Securities and Exchange Commission.

Confidential Treatment Requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406

 

	
Dated
    	
 
    	
6th July 2009
    


 

***

 

- to -

 

G W PHARMA LIMITED

 




 

LEASE

 

- relating to -

 

***
 ***
 ***

 




 

Ref:  FWS/5463-35

 

 




***         Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

 

	
Thomson
    	
3 Lonsdale Gardens
    
	
Snell   &
    	
Tunbridge Wells
    
	
Passmore
    	
Kent
    
	
 
    	
TN1 1NX
    


 











 

Particulars

 

H M Land Registry

 

	
 
    	
 
    	
Title   Number 
    	
 
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Administrative   Area 
    	
 
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
Date
    	
 
    	
:
    	
 
    	
6th July 2009
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2.
    	
 
    	
Parties:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
A.
    	
Landlord
    	
 
    	
:
    	
 
    	
***
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
B.
    	
Tenant
    	
 
    	
:
    	
 
    	
G W   PHARMA LIMITED (Company Registration Number 3704998) whose   registered office is at Porton Down Science Park Salisbury Wiltshire SP4 OJP
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3.
    	
 
    	
Short   Description of Premises
    	
 
    	
:
    	
 
    	
Premises   on the Ground Floor of the Building (shown edged red on the plan annexed   hereto and as more particularly described in the First Schedule hereto)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4.
    	
 
    	
Term
    	
 
    	
:
    	
 
    	
A   term of 4 years commencing on 6th July 2009 and expiring on 6th July 2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.
    	
 
    	
Rent
    	
 
    	
:
    	
 
    	
***   per annum being apportioned as hereinafter set out
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.
    	
 
    	
Rent   Commencement Date
    	
 
    	
:
    	
 
    	
The   date hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
8.
    	
 
    	
Permitted   Use
    	
 
    	
:
    	
 
    	
The   operation of the CO2 Plant   with ancillary office use
    


 




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THIS LEASE made Between the Parties named in the Particulars

 

Witnesses as follows:

 

	
1.
    	
DEFINITIONS
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
The   terms defined in this clause and in the Particulars shall for the   purposes of this Lease (unless the context otherwise requires) have the   following meanings and terms used but not defined in this clause shall   have the meanings ascribed to them in clause 3 of Schedule 3 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
Definition
    	
 
    	
Meaning
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.1 
    	
“Additional Service Charges”
    	
 
    	
shall   mean amounts payable by the Tenant for the Analysis Service as provided in   Schedule 3
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.2 
    	
“Asset Sale and Purchase   Agreement”
    	
 
    	
the   Asset Sale and Purchase Agreement between the Landlord the Tenant dated                                      a   copy of which is attached hereto as Schedule 4
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.3 
    	
“Building”
    	
 
    	
the   building of which the Premises form part known as the *** together with any   approach roads forecourt grounds parking areas and all boundary walls and   fences
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.4 
    	
“CO2 Plant”
    	
 
    	
the   carbon dioxide extraction equipment being sold by the Landlord to the Tenant   pursuant to the terms of the Asset Sale and Purchase Agreement together with   any spare and replacement parts brought on to the Premises by the Tenant for   the sole purpose of the operation of such carbon dioxide extraction equipment
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.5 
    	
“Common Parts”
    	
 
    	
those   parts of the Building which are not included in this Lease and which are not   demised to any other tenant the use and benefit of which is common to the   Tenant and the Landlord as hereinafter specified
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.6 
    	
“Force Majeure”
    	
 
    	
any   circumstance beyond the reasonable control of the Landlord including (but not   limited to) fire flood earthquake wind war civil commotion explosion adverse   weather conditions failure of plant machinery failure of computers or   vehicles and labour disputes
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.7 
    	
“Insured Risks”
    	
 
    	
to   the extent that such insurance may ordinarily be available for the Building   the risk of loss or damage by fire storm tempest explosion and such other   risks (subject to such excesses exclusions and limitations as the insurers   may require) as the Landlord acting properly may reasonably determine
    	
 
    


 




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1.8 
    	
“Interest”
    	
 
    	
interest   during the period from the date on which the payment is due to the date of   payment both before and after any judgment (inclusive) at the rate of 4% per   annum above the base rate for the time being of Royal Bank of Scotland plc or   in the event of Royal Bank of Scotland plc ceasing to publish a base rate   such other rate of interest as is in the reasonable opinion of the Landlord   an equivalent rate
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.9 
    	
“Landlord’s Licence”
    	
 
    	
the   licence granted to the Landlord by the Home Office of the Government of the   United Kingdom pursuant to the Misuse of Drugs Act 1971 and Schedule 1   to the Misuse of Drugs Regulations 2001 with the reference number ***
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.10 
    	
“this Lease”
    	
 
    	
this   deed and any deed or document supplemental to this deed or in variation of   this deed
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.11 
    	
“Plan”
    	
 
    	
means   the Plan annexed hereto
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.12 
    	
“Planning Acts”
    	
 
    	
the   Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation   Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning   (Consequential Provisions) Act 1990 the Planning and Compensation Act 1991   and any future or amending legislation of a similar nature
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.13 
    	
“the Premises”
    	
 
    	
the   property shortly described in clause 3 of the Particulars and more   particularly defined in the First Schedule which shall include all   additions alterations and improvements and all Landlord’s fixtures and   fittings at any time in or on the Premises
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.14 
    	
“Landlord’s Registration”
    	
 
    	
the   registration of the Landlord with the Environment Agency as a producer of   hazardous waste under Registration Number NEB971 and any subsequent   registrations which the Landlord is required or considers desirable to effect   and maintain
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.15 
    	
“rent”
    	
 
    	
the   Rent and the Service Charge but the term “rents” includes the rents reserved   in clause 3
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.16 
    	
“Service Charge”
    	
 
    	
the   sum of *** per annum payable by the Tenant for the Services
    	
 
    


 




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1.17   
    	
“Services”
    	
 
    	
the   Services provided by the Landlord to the Tenant as set out in Schedule 3
    
	
 
    	
 
    	
 
    	
 
    
	
1.18   
    	
“Service   Media”
    	
 
    	
all   pipes drains sewers gutters watercourses wires cables ducts flues aerials   cisterns tanks and all other conducting media and ancillary apparatus and all   heating apparatus serving the Premises
    
	
 
    	
 
    	
 
    	
 
    
	
1.19   
    	
“Specified   Person”
    	
 
    	
means   any employee agent representative adviser and contractor of the Tenant or any   other person under the Tenant’s control who the Landlord has permitted in   writing to have access to the Premises and the Common Parts
    
	
 
    	
 
    	
 
    	
 
    
	
1.20   
    	
“Tenant’s   Licence”
    	
 
    	
any   licence granted to the Tenant by the Home Office of the Government of the   United Kingdom pursuant to the Misuse of Drugs Act 1971 and Schedule 1   to the Misuse of Drugs Regulations 2001
    
	
 
    	
 
    	
 
    	
 
    
	
1.21   
    	
“VAT”
    	
 
    	
value   added tax and any other similar tax imposed in addition or substitution
    
	
 
    	
 
    	
 
    	
 
    
	
1.22   
    	
“1954   Act”
    	
 
    	
The   Landlord and Tenant Act 1954
    


 

2.                                      INTERPRETATION

 

2.1                               Where in this Lease the context so admits:

 

2.1.1                     “the Landlord” includes the reversioner for the time being immediately expectant on the determination of the Term

 

2.1.2                     “the Term” means the term granted by this Lease

 

2.2                               Any reference to statutes statutory instruments rules orders and regulations or the like include (unless otherwise stated) any future re-enactments or modifications thereof and those made in substitution or replacement of any which are repealed and also include all instruments orders plans regulations permissions and directions for the time being made issued or given thereunder or deriving validity therefrom

 

2.3                               Words importing one gender include the other genders

 

2.4                               Any provisions in this Lease referring to the consent or approval of the Landlord shall be construed as also requiring the consent or approval of any mortgagee of the Landlord but nothing in this Lease shall be construed as implying that any obligation is imposed upon any mortgagee not unreasonably to refuse any such consent or approval

 

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2.5

 

2.5.1                     All rights of entry or other rights or easements exercisable by the Landlord shall extend to include persons authorised by the Landlord and his surveyors servants contractors licensees and work people with or without plant and appliances and materials

 

2.5.2                    All rights exercisable by the Tenant shall extend to include all persons authorised by the Tenant and their respective surveyors servants contractors licensees and work people with or without plant and appliances and materials

 

2.6                               References to “the last year of the Term” include the last year of the Term if the Term shall determine otherwise than by effluxion of time and references to “the expiration/expiry of the Term” include such other determination of the Term

 

2.7                               Reference to any clause sub-clause or Schedule shall mean a clause sub-clause or Schedule of this Lease

 

2.8                               The details and descriptions appearing in the Particulars shall be included in this Lease and form part of this Lease and in the event of any discrepancy between the Particulars and any other part of this Lease such other part of this Lease shall prevail

 

2.9                               The clause sub-clause and Schedule headings to this Lease are deemed not to form any part of this Lease and shall not affect the interpretation of this Lease in any way

 

3.                                      DEMISE AND RENTS

 

3.1                               In consideration of the rents reserved by this Lease and of the covenants on the part of the Tenant contained in this Lease the Landlord demises to the Tenant the Premises together with the rights specified in Part I of Schedule 2 except and reserved unto the Landlord the rights specified in Part II of Schedule 2 and all rights powers and privileges expressed to be conferred on or reserved to the Landlord under the provisions of this Lease to hold the Premises to the Tenant for the Term subject to all covenants restrictions and stipulations of whatever kind or nature which may affect or relate to the Premises yielding and paying to the Landlord during the Term:

 

3.1.1                     First the Rent specified in paragraph 5 of the Particulars such rent to be paid by equal monthly payments in advance on the 6th day of each month the first of the payments made on the date of this Lease

 

3.1.2                     Secondly the Service Charge and the Additional Service Charges at the times and in the manner provided by Schedule 3

 

3.2                               This Lease is made with full title guarantee

 

4.                                      TENANT’S COVENANTS

 

The Tenant covenants with the Landlord:

 

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4.1                               Rents

 

4.1.1                     To pay the rents at the times and in manner as provided without any deduction abatement or set-off whatsoever

 

4.2                               Repairs

 

To keep in good and substantial repair and condition the interior of the Premises and the Service Media in or exclusively serving the Premises (damage by the Insured Risks excepted save to the extent that payment of the insurance moneys shall be withheld by reason of any act or default of the Tenant or any undertenant or anyone at the Premises expressly or by implication with the Tenant’s authority)

 

4.3                               Permit Entry to Inspect and Give Notice of and Effect Repairs

 

4.3.1                     To permit the Landlord at reasonable times and on reasonable notice (except in emergency) to enter upon and examine the state of repair and condition of the Premises and the Service Media and to give or leave on the Premises or at the last known address of the Tenant notice of all defects and wants of repair for which the Tenant is responsible under this Lease

 

4.3.2                     Within 28 days after the giving of the notice or sooner if required and immediately in case of emergency to commence and proceed diligently with the carrying out of the works referred to in the notice and to complete the works as soon as possible after the giving of the notice

 

4.3.3                     If the Tenant makes default in the performance of the covenants relating to works of repair to permit the Landlord to enter the Premises and carry out the works and the cost of the works and all expenses incurred by the Landlord (including without limitation legal costs and surveyor’s fees) shall be paid by the Tenant on demand and in default be forthwith recoverable as a debt due from the Tenant together with Interest from the date of completion of the work to the date of payment by the Tenant

 

4.4                               Permit Entry for Repair of Adjoining Premises

 

To permit the Landlord at reasonable times and on reasonable notice (except in emergency) to enter upon the Premises to execute repairs or alterations to any part of the Building the Landlord making good all damage caused to the Premises

 

4.5                               Costs of Landlord

 

To pay to the Landlord on an indemnity basis all expenses fees charges costs expenses and disbursements incurred by the Landlord including but not limited to those payable to solicitors counsel architects surveyors and bailiffs out of or in connection with or incidental to:

 

4.5.1                     any steps taken in contemplation of or in connection with the preparation and service of a notice under the Law of Property Act 1925 Section 146 or proceedings under Sections 146 or 147 of that Act (notwithstanding in any such case that forfeiture is avoided otherwise than by relief granted by the Court) and in connection with every application for any consent made under this Lease whether or not consent is granted

 

4.5.2                     the service of all notices and schedules relating to wants of repair of the Premises and their use whether served during or after the expiration of the Term

 

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4.5.3                     the collection and recovery of the rents and other money payable under this Lease which shall be in arrear (including without limitation the costs of any collection agency) or any action reasonably taken by or on behalf of the Landlord in order to prevent or procure the remedying of any breach of any covenant by the Tenant

 

4.6                               Prohibitions Relating to User

 

4.6.1                     Not to do or permit or suffer to be done anything in or upon the Premises or any part which may be or become a nuisance or annoyance or cause damage to the Landlord or the owners or occupiers of the other property in the neighbourhood or any other part of the Building

 

4.6.2                     Not to use the Premises for a sale by auction or for any noxious dangerous offensive or noisy trade or business or for any illegal or immoral act or purpose save as part of the Permitted Use

 

4.6.3                     Not to suspend any heavy loads from the ceilings or main structure of the Premises nor to overload the floors or structure of the Premises

 

4.6.4                    Not to permit any oil grease poisonous or noxious substance to be discharged into any Service Media serving the Premises

 

4.6.5                     Not to damage or obstruct any areas over which the Tenant may have rights of access

 

4.6.6                     To ensure that there is no release at or from the Premises of anything likely to pollute or contaminate

 

4.6.7                     To comply with all reasonable requirements of the Landlord in relation to the operation and maintenance of the CO2 Plant

 

4.6.8                     Not to permit any person who is not a Specified Person to gain access to the Premises or the Building

 

4.7                               Comply with Statutory Notices and Licences

 

4.7.1                     To comply with every statute and any notice or order from a government department or local public regulatory or other authority or Court that relates to the Premises the Service Media or any substance or article on the Premises or the CO2 Plant and the Landlord’s Licence and the Tenant’s Licence

 

4.7.2                     To produce immediately to the Landlord a copy of any notice or order that is served on the Premises or the Tenant and that relates to the matters in the preceding sub-clause

 

4.7.3                     At the request of the Landlord to make or join with the Landlord in making any reasonable representations that the Landlord considers appropriate or otherwise contesting any proposal of a government department or local regulatory or other authority that relates to or includes the Premises and the CO2 Plant

 

4.7.4                     The Tenant shall comply with all laws and all requirements of the Landlord relating to:

 

(a)                                 the Premises and the occupation and use of the Premises by the Tenant;

 

(b)                                 the use of all Service Media and machinery and equipment at or serving the Premises including but not limited to the CO2 Plant;

 

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(c)                                  any works carried out at the Premises; and

 

(d)                                 all materials used at kept at or disposed from the Premises.

 

4.7.5                     Without prejudice to any obligation on the Tenant to obtain any consent or approval under this Lease the Tenant shall carry out all works that are required under any law to be carried out at the Premises insofar as it relates to the Tenant’s use or occupation of the Premises

 

4.7.6                     As soon as the Tenant becomes aware of any defect in the Premises or the CO2 Plant it shall give the Landlord notice of it.

 

4.7.7                     The Tenant shall indemnify the Landlord against any liability under the Defective Premises Act 1972 in relation to the Premises by reason of any failure of the Tenant to comply with any of the tenant covenants in this lease.

 

4.7.8                     Until such time as the Landlord’s Licence is transferred from the Landlord to the Tenant or as the case may be the Tenant’s Licence is granted to comply with all terms and conditions of the Landlord’s Licence and any other requirements notified by the Landlord to the Tenant at the Tenant’s own cost

 

4.8                               Planning etc

 

4.8.1                     Not to apply for any planning permission in respect of the Premises or any part

 

4.8.2                     At all times during the Term to comply in all respects with the provisions and requirements of the Planning Acts and of all consents permissions conditions and obligations (if any) granted or imposed or having effect under the Planning Acts so far as they respectively relate to or affect the Premises or any part or the CO2 Plant or any operations works acts or things already or after the date of this Lease to be carried out executed or done or omitted on the Premises or the use of the Premises for any purpose

 

4.8.3                     Not to carry out or make any alteration or addition to the Premises or any change of use of the Premises (being an alteration or change of use which is prohibited under this Lease and for which a planning permission needs to be obtained)

 

4.8.4                     If and when called upon so to do to produce to the Landlord or the Landlord’s surveyor all plans documents and other evidence that the Landlord may reasonably require in order to be satisfied that the provisions of this clause or any parts of this clause have been complied with in all respects

 

4.8.5                    Not to enter into any agreement or obligation with a local planning authority as a result of which the Premises or the Building shall become subject to any restriction of user or otherwise

 

4.8.6                     Not to object to or obstruct any planning application made by the Landlord or on the Landlord’s behalf that may affect or relate to the Premises or the Building

 

4.9                               Advertisements and Displays

 

Not without the Landlord’s previous consent in writing to display any external sign or advertisement or erect any pole mast or dish on the Premises or any part of the Building

 

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4.10                        User

 

To use the Premises only for the Permitted Use stated in paragraph 7 of the Particulars and not to permit any person to sleep or reside there

 

4.11                        Alterations or Additions

 

Not to commit any waste make any alteration in or addition to the Premises or erect any new building or new structure on the Premises or make any alteration to the elevation or appearance of the Premises or to the Service Media serving the Premises

 

4.12                        Alienation

 

Not to assign charge underlet or part with or share the possession or occupation of the whole or any part of the Premises or to execute any declaration of trust with regard to the whole or any part of the Premises

 

4.13                        Inspection by Purchasers of Reversion

 

At all times throughout the Term to permit any prospective purchaser of the reversion expectant on the termination of this Lease and his advisers to inspect the Premises at reasonable times and on reasonable notice (provided that such person shall bear a letter of authority signed by or on behalf of the Landlord)

 

4.14

 

4.14.1              Not to Vitiate Insurance

 

Not to do or omit anything that could cause any policy of insurance on or in relation to the Premises or the Building to become void or voidable or which may render an increased or extra premium payable for the said insurance and to comply with all requirements and recommendations of the insurer and any fire officer

 

4.14.2              To Give Notice of Damage

 

In the event of the Premises the Building or any part being damaged or destroyed by any of the Insured Risks to give immediate notice to the Landlord and to pay to the Landlord on demand the amount of any excess which may be deducted or deductible by the insurers on any claim made by the Landlord in relation to the Premises or the Building

 

4.14.3              To Pay Costs of Rebuilding if Insurance Avoided

 

In the event of the Premises or any part or the Building or any part being damaged or destroyed by any of the Insured Risks and the insurance money under any policy of insurance effected by the Landlord pursuant to the Landlord’s obligations in this Lease being wholly or partly irrecoverable by reason solely or in part of any act or default of the Tenant or anyone at the Premises expressly or by implication with the Tenant’s authority then and in every case forthwith (in addition to the rents reserved by this Lease) to pay to the Landlord the whole or (as the case may be) the irrecoverable proportion of the amount of the insurance money so irrecoverable with Interest

 

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4.15                        Not to Insure Against Landlord’s Risks

 

Not to insure in respect of any risks against which the Landlord has insured under the provisions contained in this Lease

 

4.16                        Not to Cause or Allow Anything which could expose the Landlord to Penalties

 

Not to do or omit anything in or about the Premises or any premises used for the purposes of but not comprised in the Premises whereby the Landlord may become exposed to the liability to pay any penalty damages compensation costs charges or expenses

 

4.17                        Indemnities

 

To be responsible for and keep the Landlord fully indemnified against liabilities in respect of all losses damages actions proceedings claims demands costs and expenses of whatsoever nature arising in any way directly or indirectly out of:

 

4.17.1              the repair state of repair or condition of the Premises and the CO2 Plant for which the Tenant is liable under the covenants contained in this Lease

 

4.17.2              any act omission or default of the Tenant the Tenant’s underlessees or respective agents servants invitees or licensees including any Specified Person

 

4.17.3              the user of the Premises and the CO2 Plant

 

4.17.4              anything after the date of this Lease attached by the Tenant to or on the Premises

 

4.17.5              any breach by the Tenant of any covenants on the part of the Tenant or any condition contained in this Lease including without prejudice to the generality of the foregoing the Tenant’s obligations under the Asset Sale and Purchase Agreement

 

4.17.6              without prejudice to the generality of the foregoing any breach by the Tenant of the terms of the Landlord’s Licence the Tenant’s Licence or of any other Licences required or otherwise subsisting for the operation of the CO2 Plant

 

4.18                        Regulations

 

To comply with all reasonable regulations made by the Landlord from time to time for the management of the Building and any rights granted to the Tenant hereunder

 

4.19                        Payment of Money Owing

 

If the Tenant fails to pay to the Landlord any of the rents and/or other sums becoming payable by the Tenant to the Landlord pursuant to this Lease on the date or dates upon which the same fall due for payment then in addition to any rents and/or other sums to pay to the Landlord by way of further rent Interest calculated from the date or dates upon which the payment fell due until the date or dates of actual payment

 

4.20                        VAT

 

4.20.1              To pay by way of additional rent and indemnify the Landlord against any VAT that may be chargeable on the rents or any part thereof or any other payment made by the Tenant under this Lease in addition to the rent or other payment

 

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4.20.2              Whenever the Tenant has agreed in this Lease to reimburse the Landlord for a payment made by the Landlord to reimburse the Landlord in addition for any VAT paid by the Landlord on that payment unless the VAT is recovered by the Landlord

 

4.21                        Notification of Keyholder and Burglar Alarm Codes

 

To ensure that at all times the Landlord has written notice of:

 

4.21.1              the name address and telephone number of at least one keyholder of the Premises and of any Specified Person;

 

4.21.2              all security and pass codes for any burglar alarm system at the Premises.

 

4.22                        Defective Premises

 

Forthwith upon becoming aware of the same to give notice in writing to the Landlord of any defect in the state of the Premises which might give rise to an obligation on the Landlord to do or refrain from doing any act or thing in order to comply with the provisions of this Lease or the duty of care imposed on the Landlord under the Defective Premises Act 1972 and at all times to display and maintain all necessary notices which the Landlord may from time to time require to be displayed at the Premises

 

4.23                        To Yield Up

 

To yield up the Premises at the expiration of the Term with vacant possession and in repair and decorative order and condition in accordance with the Tenant’s covenants contained in this Lease and to remove the CO2 Plant and the Tenant’s fixtures and fittings and all service media specifically and solely related to the CO2 Plant (if requested by the Landlord) and make good immediately any damage caused by the removal

 

4.24                        Release of Landlord

 

The Tenant will not unreasonably withhold or delay consent to a request made by the Landlord in accordance with Section 8 of the Landlord and Tenant (Covenants) Act 1995 for a release from the covenants on the part of the Landlord contained in this Lease to the extent (if any) that such covenants continue to bind the Landlord after assigning the reversion

 

5.                                      LANDLORD’S COVENANTS

 

The Landlord covenants with the Tenant:

 

5.1                               Quiet Enjoyment

 

That the Tenant may peaceably enjoy the Premises during the Term without any lawful interruption by the Landlord or any person or persons rightfully claiming under or in trust for the Landlord

 

5.2                               Insurance

 

5.2.1                     At the Landlord’s expense, to keep the Premises (unless the insurance is rendered void by an act or omission of the Tenant or anyone at the Premises expressly or by implication with the Tenant’s authority including any Specified Person) insured against loss or damage by the Insured Risks so far as such insurance may ordinarily be effected for amounts which the Landlord shall from time to time be advised as representing the cost of reinstatement of the Premises (including professional fees debris removal and site clearance and the cost of any work which might be required by or by virtue of any Act of Parliament) and four years’ loss of rent

 

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5.2.2                     To produce to the Tenant on 14 days’ notice reasonable evidence of the terms of the policy maintained by the Landlord and the receipt for the last premium payable for it

 

5.2.3                     In the event of the Premises being destroyed or damaged by any of the Insured Risks subject to having obtained all appropriate consents under the Planning Acts or otherwise to lay out money received by the Landlord under the policy of insurance (except money received in respect of loss of rent) in rebuilding or reinstating the Premises provided that the Landlord shall not be under an obligation to rebuild or reinstate the Premises in the form which existed before the date of the destruction or damage provided that when reinstated the Premises are no less commodious for the Tenant’s purposes

 

6.                                      LANDLORD’S COVENANT RELATING TO REPAIR AND SERVICE COSTS

 

Subject to the rents being paid by the Tenant the Landlord covenants with the Tenant as follows:

 

6.1                               Maintain Services

 

To maintain in reasonable working order and repair all Service Media in under or upon the Building which serve the Premises but not those exclusively within and only serving the Premises

 

6.2                               Provision of Services

 

So far as practicable to perform the following services:

 

6.2.1                     to keep clean and reasonably well lit the Common Parts

 

6.2.2                     to maintain at all times during normal business hours an adequate supply of hot and cold water towels and soap and other appropriate supplies in the toilet accommodation (if any) situated in the Common Parts

 

6.2.3                     to supply maintain repair and renew as need be such fire-fighting equipment in the Common Parts as the Landlord may deem desirable or necessary or as may be required to be supplied and maintained by statute or by the fire authority for the district or by the Landlord’s insurers

 

6.2.4                     to provide the Services

 

provided always that:

 

(a)                                 the Landlord may at the Landlord’s absolute discretion withhold add to extend vary or make any alteration in the rendering of any of the services mentioned in this clause from time to time if the Landlord at the Landlord’s absolute discretion deems it desirable so to do for the more efficient conduct and management of the Building save for the Services

 

(b)                                 the Landlord shall not be liable to the Tenant for any defect or want of repair in respect of the items for which the Landlord covenants to repair in this clause unless the Landlord has had written notice of the defect or want of repair and had sufficient opportunity for remedying the same nor shall the Landlord be liable to the Tenant in respect of any obligation that is to be construed as falling within the ambit of any of the Tenant’s covenants in this Lease

 

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(c)                                  the Landlord shall not be liable to the Tenant to perform or observe the covenants on the Landlord’s part in this clause where breach is due to Force Majeure

 

(d)                                 the Landlord shall not be liable to the Tenant for any defect or want of repair decoration reinstatement replacement or renewal either:

 

(i)                                     to the extent that the works required to remedy it are carried out at the expense of the insurers or otherwise out of moneys arising under a policy or policies of insurance effected pursuant to this Lease or

 

(ii)                                  if the cost of remedying the defect or want of repair decoration reinstatement replacement or renewal would have been recoverable under a policy or policies of insurance but for the policy or policies having been vitiated or voided in whole or in part by the act or default of any person for the time being in occupation of the Building

 

7.                                      PROVISOS AGREEMENTS AND DECLARATIONS

 

Provided always and it is expressly agreed and declared as follows:

 

7.1                               Forfeiture

 

7.1.1                     If the rents hereby reserved or any part thereof shall at any time be in arrear for 21 days after the same shall have become due (whether formally demanded or not) or

 

7.1.2                     If there shall be any breach non-performance or non-observance of any of the covenants and conditions on the part of the Tenant contained in this Lease and such breach is not remedied within a reasonable period after the Tenant has been given notice thereof by the Landlord or

 

7.1.3                     If the Tenant shall suffer any distress or other execution to be levied on the Premises or any part or any contents in the Premises or

 

7.1.4                     If a bankruptcy order or an administration order is made in respect of the Tenant or

 

7.1.5                     If a resolution is passed or an order is made for the winding-up of the Tenant or

 

7.1.6                     If a receiver or administrative receiver is appointed over the whole or any part of the property assets or undertaking of the Tenant or

 

7.1.7                     If the Tenant is struck off the Register of Companies or is dissolved or otherwise ceases to exist under the laws of the country or state of its incorporation or

 

7.1.8                     If the Tenant is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986

 

7.1.9                     If the Tenant is in breach of clauses 3 or 5.1 to 5.3 (inclusive) of the Asset Sale and Purchase Agreement

 

then and in any such case it shall be lawful for the Landlord at any time thereafter to re-enter into and upon the Premises or any part thereof in the name of the whole and to have again repossess and enjoy the Premises as in their former estate and thereupon the Term shall absolutely cease and determine but without prejudice to any rights or remedies of the Landlord in respect of any antecedent breach of any of the covenants or conditions contained in this Lease

 

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7.2                               Rent to be Suspended if Premises Damaged

 

If the Premises or any part are at any time during the Term damaged or destroyed by any one or more of the Insured Risks so as to be unfit for occupation or use and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of the policy moneys refused in whole or in part in consequence of any act or default of the Tenant or anyone at the Premises expressly or by implication with the Tenant’s authority (including any Specified Person) to the extent that it is insured in accordance with the provisions of this Lease the rent or a fair proportion according to the nature and extent of the damage sustained shall be suspended until the Premises have been rendered fit for occupation and use and any dispute regarding the cesser of rent shall be referred to the award of a single arbitrator to be appointed in default of agreement upon the application of either party by the President for the time being of the Royal Institution of Chartered Surveyors in accordance with the Arbitration Act 1996

 

7.3                               Termination on Destruction

 

7.3.1                     If the Premises are at any time during the Term destroyed or substantially damaged by any of the Insured Risks so as to be unfit for occupation and use and the Premises have not been rebuilt or reinstated or made fit for occupation and use within nine months after the date of destruction or damage then the Landlord may serve not less than three months’ notice in writing to determine this Lease such notice to expire not earlier than one year after the date of the destruction or damage and if upon the expiration of such notice the Premises remain unfit for occupation this Lease shall absolutely determine but without prejudice to any antecedent right or claim arising under this Lease and still subsisting at the date of such notice

 

7.3.2                     In the event of such determination (or if the rebuilding or reinstatement of the Premises shall be prevented or frustrated by any cause whatsoever) the Landlord shall not be liable to rebuild or reinstate the Premises and the insurance money received by the Landlord in respect of the Premises and the loss of rent shall belong to the Landlord absolutely

 

7.4                              Service of Notices

 

A demand for payment notice or other document required or authorised to be served or given under this Lease shall be in writing and shall only be deemed to be sufficiently served:

 

7.4.1                     in the case of service on the Tenant if posted in an envelope addressed to the Tenant by first class registered or recorded delivery post at the Premises or (if the Tenant is a company) at the Tenant’s registered office as appears in this Lease or as last notified in writing to the Landlord (the Tenant to give notification to the Landlord as soon as practicable after any change of address of the Tenant’s registered office) or as revealed as being the Tenant’s current registered office by a company search (whether or not notified to the Landlord) or (whether or not the Tenant is a company) if left upon or attached to the Premises or some part and

 

7.4.2                     in the case of service on the Landlord if posted by first class registered or recorded delivery post in an envelope addressed to the Landlord at the Landlord’s registered office (if any) or at any other address which the Tenant may have previously been notified in writing by the Landlord as the address at which the Landlord will accept service of notices

 

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provided that in the case of service by post service shall be deemed to have been effected 24 hours after posting (excluding any intervening Saturdays Sundays or bank or other public holiday)

 

7.5                               Compensation

 

Any statutory right of the Tenant to claim compensation from the Landlord on vacating the Premises is excluded from this Lease to the extent that the law allows

 

7.6                              Disputes

 

Any dispute between the Tenant and any owner or occupier of adjacent or neighbouring property (other than the Landlord) as to any right or privilege or any party or other walls or as to the amount of any contribution towards the expenses of services used in common shall be decided by the Landlord or in such manner as the Landlord shall direct and such decision shall be binding on the parties to the dispute

 

8.                                      EXCLUSION OF LANDLORD AND TENANT ACT 1954 SS.24 TO 28

 

8.1.1                     The parties confirm that:

 

(a)                                 the Landlord served a notice on the Tenant as required by section 38A (3)(a) of the 1954 Act applying to the tenancy created by this lease before this Lease was entered into

 

(b)                                 David Kirk who was duly authorised by the Tenant to do so made a statutory declaration dated 2nd July 2009 in accordance with the requirements of section 38A(3)(b) of the 1954 Act; and

 

8.1.2                     The parties agree that the provisions of sections 24 to 28 of the 1954 Act are excluded in relation to the tenancy created by this Lease

 

9.                                      INVALIDITY

 

If at any time any one or more provisions of this Lease is or becomes invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining provisions of this Lease shall not be in any way affected or impaired thereby

 

10.                               LANDLORD’S BREAK

 

The parties hereby agree that in the event of the Tenant being in breach of any of its obligations under the Asset Sale and Purchase Agreement and such breach has not been made good by the Tenant within 21 days of receiving notice of such breach the Landlord may on written notice to the Tenant immediately terminate this lease without prejudice to all antecedent rights and obligations

 

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SCHEDULE 1

 

Description of the Premises

 

All those premises edged red on the plan annexed and being part of the Building including:

 

1.                                      all walls situated wholly within the Premises but not external load bearing or structural walls or supports

 

2.                                      the internal plaster decorative or other finishes of all external walls

 

3.                                      the floors and floor finishes but not any joists or beams supporting the floors

 

4.                                      the ceilings and the decorative finishes applied to the ceilings but not the beams or joists or other structural parts of the Building to which the ceilings are affixed provided always that where there are suspended ceilings the Premises include not only the whole of the suspended ceiling and their supporting grids but also the permanent ceilings above and the void between

 

5.                                      the inner halves severed medially of all internal non-structural walls dividing the Premises from any adjoining part of the Building

 

6.                                      the windows and window frames and the doors and door frames (including external doors) in and to the Premises and all glass in those windows and doors

 

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SIGNED by ***
    	
)
    	
/s/   ***
    
	
for   and on behalf of
    	
)
    	
 
    
	
***
    	
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)
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
SIGNED by David J.   Kirk 
    	
)
    	
/s/   David J. Kirk
    
	
for   and on behalf of G W PHARMA LIMITED
    	
)
    	
 
    
	
 
    	
)
    	
 
    
	
 
    	
)
    	
 
    


 




***         Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.