LEASE

 

Exhibit 10.60

(1)    ANDREW DEAN T/A
ANDREW DEAN INVESTMENTS

-and

(2)    CORGENIX UK LIMITED

LEASE

of

40 TYNDALL COURT
COMMERCE ROAD
LYNCH WOOD
PETERBOROUGH
PE2 6LR

Vincent Sykes
4 West Street
Oundle
Peterborough
PE84EF

Particulars

Definitions and Interpretation

2.

(1) In this Lease the following expressions have the following meanings:-

(a)

the Landlord" includes its respective successors in title and the person from time to time entitled to the reversion immediately expectant on the termination of the Term

(b)

"the Tenant" includes the Tenant's successors in title and those deriving title under it

(c)

"the Insurance Rent" means the rent secondly reserved by this Lease

(d)

"the Term" means the Contractual Term

(e)

"the Perpetuity Period" means the period of Eighty years from the date hereof which shall be the perpetuity period applicable to this Lease

(f)

"the Insured Risks" means fire lightning explosion riot civil commotion malicious damage storm tempest flood burst pipes impact earthquake subsidence and such other perils as the Landlord may from time to time in its reasonable discretion think fit to the extent that insurance against such risks may ordinarily be arranged with an insurer of good repute at a rate which the Landlord reasonably considers acceptable and subject to such excesses, exclusions, limitations and conditions as the insurer may impose or the Landlord may properly negotiate

(g)

"the Landlord's Surveyor" means the Surveyor (whether chartered or not) from time to time appointed by the Landlord for the purposes of this Lease who may be a person employed by the Landlord or an associated company of the Landlord

(h)

"the 1954 Act" means the Landlord and Tenant Act 1954

(i)

"Contamination" means the presence of any pollutants or other substances which, in the quantities or concentrations present, are potentially harmful to humans, animals and other living organisms or to the environment or to the Demise Premises themselves

a)

"the Planning Acts" means the Town and Country Planning Act 1990 The Planning (Listed Building 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 further legislation of a similar nature and any statutory modification or re-enactment of such legislation for the time being in force and any order regulation permission consent and direction made or issued under any such legislation !

(k)

"Register of Title" means the register of title relating to title number CB312833

(l)

"the Specified Bank" means such one of the following banks National Westminster Bank PLC Barclays Bank PLC Lloyds Bank PLC and Midland Bank PLC or their respective successors in business as the Landlord shall stipulate (so that until further notice the specified Bank shall be National Westminster Bank PLC)

(m)

"Value Added Tax" means value added tax as provided for in the Value Added Tax Act 1983 and legislation (delegated or otherwise) supplemental thereto and any similar tax replacing supplementing or introduced in addition to the same

(n)

"Plan" means the plan annexed hereto

(o)

"Use Classes Order" means the Town and Country Planning (Use Classes) Order 1987 as originally enacted

(p)

"LTCA 1995" means the Landlord and Tenant (Covenants) Act 1995

(q)

"Authorised Guarantee Agreement" means an authorised guarantee agreement as defined in Section 16 of LTCA 1995

(2)

Where the Tenant for the time being is two or more persons obligations expressed or implied to be made or undertaken by such party are deemed to be made or undertaken by such persons jointly and severally

(3)

Words importing one gender include all other genders and words importing the singular include the plural and vice versa

(4)

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 of the Term" include such other determination of the Term

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(5)

References to any right of the Landlord to have access to the Demised Premises shall be construed as extending to any superior landlord under a Superior Lease which includes the Demised Premises and to all persons authorised in writing by the Landlord (including agents professional advisers contractors workmen and others) which authority shall be produced to the Tenant before such access is made

(6)

Any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done

(7)

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 superior landlord under a superior lease where such consent shall be required under any Superior Lease (which the Landlord shall use its reasonable endeavours to obtain at the cost of the Tenant) and also requiring the consent of any mortgagee of the Property but nothing in this Lease shall be construed as implying that any obligation is imposed upon any such superior landlord not unreasonably to refuse any such consent or approval unless the Superior Lease so provides

(8)

If and to the extent that any provision contained in this Deed is or may be void under Section 25 of the LTCA 1995:

(a)

such provision is to take effect only insofar as it may do so without becoming void under Section 25 of the LTCA 1995 and

(b)

if such provision is not capable of having effect without becoming void under Section 25 of the LTCA 1995 this Deed shall be construed and interpreted as if such provision were deleted and

(c)

the legal effect validity and enforceability of the remainder of this Deed shall remain unaffected and unimpaired.

(9)

References to "consent of the Landlord" or words to similar effect mean a consent in writing signed by or on behalf of the Landlord and to "approved" and "authorised" or words to similar effect mean (as the case may be) approved or authorised in writing by or on behalf of the Landlord

(10)

Any references (including references in this Clause 2) to a specific statute include any statutory extension or modification amendment or re-enactment of such statute and any regulations or orders made under such statute and any general reference to "statute" or "statutes" includes any regulations or orders made under such statute or statutes

(11)

References in this Lease to any clause sub-clause or schedule without further designation shall be construed as a reference to the clause sub-clause or schedule to this Lease so numbered

(12)

The clause paragraph and schedule headings and the table of contents shall not be taken into account in the construction or interpretation of this Lease

(13)

Expressions defined or given meanings in the Particulars (Clause 1 of this Lease) shall have those meanings where used in the Lease

(14)

The obligation to decorate includes an obligation to prepare and then to use two coats of paint for internal surfaces and three coats of paint for external surfaces and to clean, wash, paper, whitegrain, varnish, polish and treat any other parts of the Demised Premises requiring such treatment and to restore, repoint and make good any brickwork, stonework or stucco

Demise

4.

In consideration of the rents and the covenants on the part of the Tenant the Landlord DEMISES the Demised Premises to the Tenant TOGETHER WITH the rights mentioned in Part II of the

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First Schedule SUBJECT TO all rights easements privileges restrictions covenants and stipulations of whatever nature affecting the Demised Premises but EXCEPTING AND RESERVING the rights mentioned in Part III of the First Schedule TO HOLD to the Tenant for the Contractual Term YIELDING AND PAYING to the Landlord therefor the following rents NAMELY:-

(1)

FIRSTLY from and including the Rent Commencement Date the Basic Rent by instalments without any deduction or set off in advance on each quarter day normally the 25th December, 25th March, 24th June and 29th September by Banker's Standing Order to such Bank as the Landlord shall determine the first payment being a duly apportioned part of it calculated from the Rent Commencement Date until when the next quarter payment is due to be paid

(2)

AND SECONDLY from and including the date hereof by way of further rent within seven days of demand therefor a yearly sum equal to the premium or premiums (and the professional fees of an independent professional valuer incurred not more frequently than once in any three year period in assessing the values to be insured) for insuring and keeping insured the Demised Premises against:-

(a)

loss or damage by the Insured Risks in such sum (including architects Surveyors and other professional fees and incidental expenses) as shall in the opinion of the Landlord represent the full reinstatement value thereof plus Value Added Tax thereon

(b)

the loss of not less than three years Basic Rent (including reviewed Basic Rent) of the Demised Premises

(c)

property owners liability public liability and employers liability of the Landlord arising out of or in connection with any accident explosion collapse or breakdown involving or relating to the Demised Premises or any part thereof or the ownership thereof

Tenant's Covenants

5.

The Tenant COVENANTS with the Landlord as follows:-

To pay rent

(1)

punctually to pay the said rents as aforesaid, whether formally demanded or not, without any deduction or set-off whatsoever

To pay outgoings

(2)

from time to time and at all times during the Term to pay upon demand and indemnify the Landlord against all rates taxes charges duties assessments uniform business rates water charges and outgoings of whatsoever nature (including those of a capital or non-recurring nature) which are now or which may at any time during (or in respect of any part of) the Term be levied assessed imposed or payable in respect of the Demised Premises or the occupation or ownership thereof (except such as are payable on a disposal of the Landlord's reversion hereto and Schedule A income or corporation tax charged on the Landlord)

To pay suppliers

(3)

punctually to pay the suppliers and to indemnify the Landlord upon demand against all charges for gas electricity and other services consumed or used at or in relation to the Demised Premises (including standing charges and meter rents)

To pay VAT

(4)

where by virtue of any of the provisions of this Lease the Tenant is required to pay repay or reimburse to the Landlord or any person or persons any rent premium cost fee charge insurance premium expense or other sum or amount whatsoever in respect of the supply of

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any goods and/or services by the Landlord or any other person or persons the Tenant shall also be required in addition to pay upon demand or (as the case may be) keep the Landlord indemnified against:-

(i)

the amount of any Value Added Tax which may be chargeable in respect of such supply (whether by reason of statute or the election or decision of the Landlord or otherwise) and/or

(ii)

a sum or sums equal to the amount of Value Added Tax charged (for whatsoever reason and whether directly or indirectly) to the Landlord or such other person or persons in connection with such supply

To pay interest

(5)

if the Basic Rent is not paid in full within seven days of the due dates for payment thereof or if any other sum (including the Insurance Rent) is not paid in full within ten days of the due date for payment the Tenant shall pay interest at the Prescribed Rate which shall accrue from day to day with monthly rests from the due date for payment until actual payment in full

To execute works and comply with Statutes

(b)

if the Tenant fails to commence with any work required as aforesaid within two-thirds of the time stipulated by the Act of Parliament or authority in question then the Landlord may enter the Demised Premises with workmen and others and carry out such works and all its expenses incurred in so doing (plus a reasonable fee for supervising the same) shall on completion of the works be due as a debt payable on demand by the Tenant to the Landlord

(c)

to comply in all respects with the provisions of any statutes and any other obligations imposed by law applicable to the Demised Premises or in regard to the carrying on of the trade or business for the time being carried on there including but not limited to the Office Shops and Railway Premises Act 1963 the Fire Precautions Act 1971 and the Health and Safety at Work etc Act 1974

(d)

to keep at the Tenant's expense the Demised Premises supplied and equipped with adequate fire fighting apparatus and appliances and to maintain such apparatus and appliances in good working order and not to obstruct the access to or means of working of such apparatus and appliances

(e)

to indemnify the Landlord against all loss damage claims costs and demands resulting from any such requirement as aforesaid or the Tenant's failure to comply with the same

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To repair etc

(b)

to decorate the Demised Premises in a good and workmanlike manner and with appropriate materials of good quality in the case of the exterior of the Demised Premises in the External Decorating Years and in the case of the interior of the Demised Premises in the Internal Decorating Years and to decorate as aforesaid (in colours approved by the Landlord) in the last year of the Term however determined

(c)

to keep in good working order and repair all lifts hoists boilers sprinklers smoke detectors fire alarms emergency equipment fire fighting equipment lightning conductors heating and lighting systems ventilators air conditioning equipment and other plant or machinery in the nature of the Landlord's fixtures and fittings which is now or may during the Term be installed in the Demised Premises and to cause each of these items to be properly inspected and overhauled at appropriate intervals and in particular to replace as and when necessary Landlord's fixtures and fittings with new ones which are of a similar description and of no lesser quality

(d)

to keep the Demised Premises clean and tidy and to clean the exterior and interior surfaces of all glass within windows or doors of the Demised Premises at least once in every month

(e)

Open land

the Tenant shall keep any parts of the Demised Premises which are not built on adequately surfaced and in good condition and shall attend to and keep any landscaped or grassed areas properly planted and free from weeds

(f)

to permit the Landlord and its agents with or without workmen and others at reasonable times and upon reasonable notice in writing, except in the case of emergency, to enter the Demised Premises and to inspect its condition and state of repair or during the last six months of the Term to inspect for any other purpose and to take inventories of any fixtures plant and machinery therein

(g)

within 3 months after the service of a schedule of dilapidations to carry out and complete all works thereby required which are the Tenant's responsibility under the provisions of this Lease

(h)

if the Tenant shall not within one month after the service of a schedule of dilapidations have completed the works to comply with the same the Landlord may (without prejudice to its right of re-entry) enter the Demised Premises with workmen and others and carry out such works as may be necessary to comply with the schedule and the cost thereof (including all professional fees and a reasonable fee for the Landlord for supervising the works) shall on completion of the works be due as a debt payable on demand by the Tenant to the Landlord

(i)

at the expiration of the Term to yield up the Demised Premises (Tenant's or trade fixtures only excepted) to the Landlord repaired cleaned and decorated as aforesaid with all

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Tenant's fixtures and fittings having been removed and all damage occasioned by such removal made good to the reasonable satisfaction of the Landlord's Surveyor and to pay such Surveyor's fees in relation thereto

Alterations

(b)

not to alter or remove any of the items specified in sub-clause 4(7) (c) hereof (save for the purpose of making good any defect therein)

(c)

not without the previous consent in writing of the Landlord (such consent not to be unreasonably withheld or delayed) to make any other alterations to the Demised Premises provided that the Tenant may install alter or remove internal demountable partitioning without consent provided that the Tenant supplies 2 copies of as built drawings to the Landlord forthwith upon completion of any such works

(d)

if so required in writing by the Landlord not less than three calendar months prior to the end or sooner determination of this Lease at the cost of the Tenant to reinstate and make good the Demised Premises as if any alterations made by the Tenant (whether or not requiring consent of the Landlord) had not been made such reinstatement and making good to be to the reasonable satisfaction of the Landlord's Surveyor and to pay such Surveyor's proper and reasonable fees in relation thereto

(e)

upon each application for such consent to supply the Landlord (at the expense of the Tenant) with four sets of drawings and specifications of each proposed alteration or installation for approval by it and pay all professional fees of the Landlord relating to considering the Tenants application for consent

(f)

not to carry out any works to which the Landlord has consented save in accordance with drawings and specifications approved as aforesaid

(g)

before commencing work the Tenant shall enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Demised Premises

(h)

the Tenant shall carry out any permitted works in a good and workmanlike manner and shall start and finish the work within such time frame as the Landlord and Tenant shall agree and shall carry out and complete that work in accordance with the approved drawings and specifications and all the other provisions of this lease

Planning

(b)

not to serve any notice on or enter into any agreement with the planning authority without the Landlord's consent

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(c)

not without the consent in writing of the Landlord (such consent not to be unreasonably withheld or delayed) to apply for planning permission to carry out any development in or upon the Demised Premises and in any event at the expense of the Tenant to supply the Landlord with a copy of any application for planning permission together with such plans and other documents as the Landlord may reasonably require and a copy of any planning permission granted to the Tenant

(d)

notwithstanding any consent which may be granted by the Landlord hereunder the Tenant will not carry out any alteration to the Demised Premises nor make any change of use thereof (being an alteration or addition or change of use which is prohibited by or for which the Landlord's consent is required to be obtained hereunder and for which a planning permission needs to be obtained) before any requisite planning permission therefor has been produced to the Landlord and acknowledged by the Landlord in writing as satisfactory to the Landlord (such acknowledgement not to be unreasonably withheld or delayed) but so that the Landlord may only refuse so to express its satisfaction with any such planning permission on the ground that the period thereof or anything contained therein or omitted therefrom would in the reasonable opinion of the Landlord or might be or become prejudicial to the interest of the Landlord in the Demised Premises whether during the Term or thereafter

(e)

to pay and satisfy any charge that may be imposed upon any breach by the Tenant of planning control or otherwise under the Planning Acts

(f)

unless the Landlord shall otherwise direct to carry out before the expiry or sooner determination of this Lease any works required to be carried out to or in the Demised Premises as a condition of any planning permission which may have been granted during the Term irrespective of the date before which such other works were thereby required to be carried out

(g)

expressions used in this sub-clause shall be construed in accordance with the Planning Acts

Environmental obligations

(10)

The Tenant shall:

(a)

not do anything which would or might cause any Contamination of the Demised Premises or of any other property or of any controlled water (as that expression is defined in the Water Resources Act 1991)

(b)

notify the Landlord immediately and in writing of any Contamination found at or emanating from the Demised Premises

(c)

carry out with all requisite speed any work which is required to remediate any Contamination caused by the Tenant and indemnify the Landlord against the cost of so doing

Compliance with Notices

(11)

at the expense of the Tenant:-

(a)

upon receipt by the Tenant of any notice order requisition direction or other thing affecting or likely to affect the Demised Premises forthwith to supply a copy thereof to the Landlord

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(b)

to take at the cost of the Tenant such steps (whether by legal proceedings or otherwise) as the Landlord may reasonably require in response to any such notice order requisition direction or other thing as aforesaid

Permitted Use etc

(12)      (a)         not to use the Demised Premises or suffer it to be used for any purpose other than the Permitted Use

(b)

not to hold or permit to be held any sale by auction in the Demised Premises

(c)

not to use or permit or suffer to be used the Demised Premises

(i)

for any illegal or immoral purpose

(ii)

for any noisy offensive or dangerous trade or for the sale of second hand goods

(iii)

in such a way as causes nuisance disturbance inconvenience or annoyance to the owners or occupiers of any neighbouring property

(d)

not to bring to or keep in the Demised Premises any vibrating machinery or any inflammable substance

(e)

not without the previous consent in writing of the Landlord to affix or install or permit or suffer to be affixed or installed any machinery in the Demised Premises other than machinery and equipment required in relation to the Permitted Use

(f)

not to overload the Demised Premises or any part of it

(g)

not to permit or suffer any person to sleep or reside in the Demised Premises

(h)

to obtain any permissions licences authorisations and consents needed to enable the Tenant to use and occupy or to carry out any operations or development on or to do anything else at the Demised Premises

Encroachment

(13)      (a)         not to stop up darken or obstruct any window or other aperture in the Demised Premises or any adjoining premises belonging to the Landlord

(b)

not to permit or suffer any easement to be acquired or encroachment made against or upon the Demised Premises and promptly to give notice to the Landlord of any attempt to acquire or make the same and at the cost of the Tenant to take such steps (whether by legal proceedings or otherwise) as are necessary to prevent the same from being acquired or made

Signs

(14)      (a)         not to affix any name board or signboard logo or lettering on the exterior of the Demised Premises without the prior written consent of the Landlord which shall be
                          obtained in addition to any permission required by statute regulation or bye-law

(b)

not without the consent of the Landlord (such consent not to be unreasonably withheld or delayed) to exhibit or permit or suffer to be exhibited on the outer walls or roofs or on the windows (so as to be visible from the outside) of the Demised Premises:-

any aerial sign signboard advertisement hoarding fascia placard bill notice poster or other notification whatsoever

(ii)

any sign signboard fascia placard or notice

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(c)

Not to erect or permit or suffer to be erected any flagpoles or external wireless or television aerials on the Demised Premises without the previous consent in writing of the Landlord (such consent not to be unreasonably withheld or delayed)

Alienation

(15)      (a)         not to share assign underlet or transfer part only of the Demised Premises and not to charge the whole or any part of the Demised Premises

(b)

not to assign the whole of the Demised Premises other than in accordance with the following terms and conditions precedent

(i)

On and before completion of an assignment there is delivered to the Landlord a Deed:-

(a)

executed by the intended assignee containing covenants (jointly and severally if more than one) with the Landlord to pay the rents and to perform and observe the Tenant's covenants herein contained during the period expiring on completion of an assignment by such intended assignee of this Lease which is not an excluded assignment for the purposes of Section 11 of LTCA 1995;

(b)

containing an Authorised Guarantee Agreement by the intended assignor (jointly and severally if more than one) with the Landlord in the form contained in Clause 8 hereto mutatis mutandis with "the Assignor" substituted for "Guarantor" and the name of the intended assignee substituted for "Tenant"

(ii)

if the Landlord reasonably requires the intended assignee shall provide a guarantor or guarantors reasonably acceptable to the Landlord who shall covenant (jointly and severally if more than one) with the Landlord in the terms contained in Clause 8 hereof mutatis mutandis with the name of the intended assignee substituted for "Tenant"

(iii)

that the assignee provide the Landlord with any other security which it reasonably requires for the payment of the rents reserved by and