EXHIBIT 10.1 UNDERLEASE

Office Lease Agreement

You are currently viewing:

This Office Lease Agreement involves

GENZYME CORP | KINGS HILL ESTATE MANAGEMENT COMPANY LIMITED | LIBERTY PROPERTY LIMITED PARTNERSHIP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: EXHIBIT 10.1 UNDERLEASE
Date: 11/8/2005
Industry: Biotechnology and Drugs

<Page>

Exhibit 10.1

DATED 19TH JANUARY 2001

--------------------------------------------------

(1) LIBERTY PROPERTY LIMITED PARTNERSHIP

(2) KINGS HILL ESTATE MANAGEMENT COMPANY LIMITED

(3) GENZYME LIMITED

--------------------------------------------------

UNDERLEASE

OF 50 GIBSON DRIVE KINGS HILL

BUSINESS PARK WEST MALLING KENT

--------------------------------------------------

THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT

(COVENANTS) ACT 1995

HERBERT SMITH

Exchange House

Primrose Street

London EC2A 2HS

Tel: +44 (0)20 7374-8000

Fax: +44 (0)20 7374-0888

Ref: 2304/2144/30809014

<Page>

TABLE OF CONTENTS

<Table>

CLAUSE HEADINGS PAGE

1. PARTICULARS..........................................................................................1

2. DEFINITIONS AND INTERPRETATION.......................................................................1

3. DEMISE AND RENT......................................................................................5

4. TENANT'S COVENANTS...................................................................................5

4.1 Rent.................................................................................................5

4.2 Outgoings............................................................................................5

4.3 Insurance............................................................................................6

4.4 Estate contribution payment..........................................................................7

4.5 Repairs..............................................................................................7

4.6 Decoration...........................................................................................9

4.7 Alterations and reinstatement........................................................................9

4.8 Entry...............................................................................................10

4.9 Use.................................................................................................11

4.10 Alienation.......................................................................................11

4.11 Registration of dealings.........................................................................15

4.12 Compliance with statutes etc.....................................................................15

4.13 Planning.........................................................................................15

4.14 Encroachments....................................................................................16

4.15 Notifications....................................................................................16

4.16 Fire fighting....................................................................................17

4.17 Advertisements...................................................................................17

4.18 Notice boards....................................................................................17

4.19 Expenses.........................................................................................17

4.20 Indemnity........................................................................................18

4.21 Yield up.........................................................................................18

4.22 Arrears..........................................................................................18

4.23 VAT..............................................................................................19

4.24 Regulations......................................................................................19

4.25 Head Lease.......................................................................................20

5. LANDLORD'S COVENANTS................................................................................20

5.1 Quiet enjoyment.....................................................................................20

5.2 Insurance...........................................................................................20

5.3 Services............................................................................................21

5.4 Head Lease..........................................................................................21

5.5 Estate Agreement and Management Company.............................................................21

6. MANAGEMENT COMPANY'S COVENANTS......................................................................21

7. PROVISOS............................................................................................22

7.1 Proviso for re-entry................................................................................22

7.2 Exclusion of use warranty...........................................................................22

7.3 Service of notice...................................................................................22

7.4 Development of neighbouring premises................................................................22

7.5 Abatement of rent...................................................................................23

</Table>

<Page>

<Table>

7.6 Damage from services................................................................................23

7.7 Landlord's liability................................................................................23

7.8 Tenant's effects....................................................................................23

7.9 Landlord and Tenant Act exclusion................................................................23

7.10 Confidentiality..................................................................................23

7.11 Overriding lease.................................................................................24

7.12 Application of Landlord and Tenant (Covenants) Act 1995..........................................24

7.13 Exclusion of third party rights..................................................................24

7.14 Stamp duty certificate...........................................................................24

8. TENANT RIGHT TO BREAK AT YEAR FIVE..................................................................24

9. JURISDICTION........................................................................................24

THE SCHEDULE

PART 1 (DEMISED PREMISES)....................................................................................25

PART 2 (RIGHTS GRANTED)......................................................................................25

PART 3 (EXCEPTIONS AND RESERVATIONS).........................................................................25

PART 4 (MATTERS SUBJECT TO WHICH THE LEASE IS GRANTED).......................................................26

PART 5 (PROVISIONS FOR REVIEW OF FIRSTLY RESERVED RENT)......................................................26

</Table>

<Page>

THIS LEASE made the 19th day of January 2001

BETWEEN:

(1) the Landlord;

(2) the Management Company; and

(2) the Tenant

WITNESSES as follows:

1. PARTICULARS

Landlord : LIBERTY PROPERTY LIMITED PARTNERSHIP a

Pennsylvania Limited partnership whose

address in the United Kingdom is at 200

Gibson Drive Kings Hill West Malling Kent

ME19 4AF

Tenant : GENZYME LIMITED (Co. Regn. No. 1556886)

whose registered office is at 37 Hollands

Road Haverhill Suffolk CB9 8PU

Management Company : KINGS HILL ESTATE MANAGEMENT COMPANY LIMITED

(Co. Regn. No. 2735600) whose registered

office is at 200 Gibson Drive Kings Hill

West Malling Kent ME19 4AF

Demised Premises : 50 Gibson Drive and the plot immediately

adjoining it on the Kings Hill Business Park

West Malling Kent

Contractual Term: : 10 years from 24th June 2001 (subject to the

provisions of clause 8)

Rent Commencement Date : 24 June 2001

Initial Rent : Two hundred and two thousand seven hundred

and eighty one pounds twenty five pence

(exclusive of Value Added Tax) per annum

Rent Review Date : 24th June 2006

Permitted Use : any purpose within Class B1 of the Schedule

to the Town and Country Planning (Use

Classes) Order 1987 with ancillary offices

and car parking

2. DEFINITIONS AND INTERPRETATION

2.1 In this Underlease save where the context otherwise requires the

following expressions have the following meanings:

<Page>

"APPARATUS" means all lifts lift shafts escalators water treatment plant

boilers heating ventilation and air conditioning systems generators and

all other plant machinery and equipment belonging to the Landlord in or

about the Demised Premises including (without prejudice to the

generality of the foregoing) the Conduits therein exclusively serving

the Demised Premises

"BUILDING" means the building constructed on the Demised Premises shown

edged red on the Site Plan and includes a building constructed on the

Demised Premises as a replacement thereof

"CDM REGULATIONS" means the Construction (Design and Management)

Regulations 1994 or any remaking thereof and any amendment to a

regulation therein and any approved code of practice issued in relation

thereto

"CONDUITS" means and includes all wires pipes sewers drains cables ducts

and other like media for the conducting of any water gas electricity

drainage telephone or other utilities within to and from the Demised

Premises or any part thereof

"CURTILAGE" means the external areas of the Demised Premises not covered

by the Building

"DECORATE" means to paint repaper or otherwise treat as the case may be

all surfaces usually or requiring to be so treated having first prepared

such surfaces by stripping off and priming as may be necessary and to

wash down all washable surfaces and to restore point and make good all

brickwork and other facings where necessary and to stain any parts

usually so protected all decoration being carried out with good quality

materials and in a good and workmanlike manner and where painting is

involved three coats being applied to the outside and two coats to the

inside

"DEMISED PREMISES" means the land and building so stated in the

Particulars and as more particularly described in Part 1 of the Schedule

and shown edged blue on the Site Plan

"ESTATE AGREEMENT" means an Agreement dated 1st March 1993 made between

(1) RKL and (2) the Management Company

"GROUP COMPANY" means a company which is a member of the same group as

the party to which the term shall apply within the meaning of Section 42

of the Landlord and Tenant Act 1954

"HEAD LEASE" means the lease under which the Landlord holds the Demised

Premises dated 20th February 1991 made between Kent County Council (1)

and Rouse and Associates Block 13 Limited (2) and "SUPERIOR LANDLORD"

means the person for the time being entitled to the reversion

immediately expectant on the term granted by the Head Lease and every

other person having an interest in reversion to that term and "THE

SUPERIOR LANDLORD" shall mean the person entitled for the time being to

the reversion thereof

"INSURED RISKS" means loss or damage by or in consequence of fire storm

tempest lightning explosion flood earthquake subsidence aircraft and (in

time of peace) aerial devices and things dropped therefrom impact riot

acts of malicious damage or persons civil commotion bursting and

overflowing of water tanks apparatus and pipes and such other risks as

the Landlord shall insure against from time to time

<Page>

"LANDLORD'S SPECIFICATION" means the outline form of specification (ref.

no.GB/OSL dated 21st February 1991) attached hereto so entitled

"LANDLORD'S SURVEYOR" means any person being a chartered surveyor

appointed by or acting for the Landlord excluding an employee of the

Landlord or a Group Company to perform the function of a surveyor for

any purposes of this Underlease

"PARK" means the commercial area of Kings Hill Business Park West

Malling which is for the purpose of identification only shown hatched

and cross-hatched black on the Park Plan

"PARK PLAN" means the annexed plan so entitled

"PARKING AREAS" means the areas within the Demised Premises set aside by

the Tenant for the parking of vehicles in connection with the use of the

Building

"PARTICULARS" means the particulars in clause 1

"PERMITTED PART" means the whole of a complete floor of the Building

(adjusted so as to create on the ground floor a lobby, entrance and

corridor and all requisite common areas)

"PLANNING ACTS" means the Town and Country Planning Act 1990

"PLANNING PERMISSION" means the planning permission granted to the

landlord authorising development of the Park under reference number

TM/89/1655

"RENT DAYS" means 25th March 24th June 29th September and 25th December

in each year and "RENT DAY" shall mean any of such days as the context

requires

"RKL" means Rouse Kent Limited or whoever shall for the time being be

entitled to enforce the covenants on the part of the Management Company

in the Estate Agreement

"SERVICE RENT" means the sums payable under clause 4.4

"SITE PLAN" means the annexed plan so entitled

"STIPULATED RATE" means the rate per annum of three per centum above

Barclays Bank Plc base rate from time to time (or where such rate is not

quoted such base rate as would in the reasonable opinion of the Landlord

be the nearest equivalent thereto if such base rate were quoted)

"STRUCTURE" means the foundations external walls supporting columns and

beams roofs and other structural parts of the Building and other

structures from time to time on the Demised Premises

2.2 "Landlord" includes the persons for the time being entitled to the

reversion immediately expectant on the determination of the Term

2.3 "Tenant" includes the Tenant's successor or successor in title of the

Term

2.4 Where the Tenant or any guarantor includes two or more persons

obligations expressed or implied to be made by or with the Tenant or any

guarantor (as the case may be) shall be deemed to be made by or with

such persons jointly and severally

<Page>

2.5 Any covenant by the Tenant not to do or omit to do any act or thing

shall be deemed to include an obligation not to permit or suffer such

act or thing to be done or omitted to be done as the case may be

2.6 "TERM" means the term hereby granted

2.7 References to any right of the Landlord to have access to the Demised

Premises shall be construed as extending to any Superior Landlord and

any mortgagee of the Demised Premises and to all persons authorised by

the Landlord and any Superior Landlord or mortgagee in all cases (except

in cases of emergency) at reasonable times upon prior notice

2.8 Any provisions in this Underlease referring to the consent or approval

of the Landlord shall be construed as also requiring the consent or

approval of any mortgagee of the Demised Premises and any Superior

Landlord where such consent shall be required under the Head Lease or

the charge or mortgage in question but nothing in this Underlease shall

be construed as implying that any obligation is imposed upon any

mortgagee or any Superior Landlord not unreasonably to refuse any such

consent or approval PROVIDED THAT the Landlord will use its reasonable

endeavours to obtain any such consents or approvals

2.9 Any reference to parting with possession shall be deemed to include

sharing possession and any occupation by a licensee

2.10 Any reference to a statute shall include any statutory extension or

modification or re-enactment of such statute and any order instrument

plan regulation permission or direction made or issued thereunder or

deriving validity therefrom

2.11 Words importing the singular meaning shall include the plural meaning

and vice versa and words importing the masculine feminine and neuter

genders shall include the other or others of such genders

2.12 The clause and paragraph headings and the index are for convenience only

and shall not affect the construction of this document

2.13 References in this Underlease to any clause or schedule without further

designation shall be construed as a reference to the clause or schedule

to this Underlease so numbered

2.14 Subject to the foregoing the expressions used in the Particulars shall

have the same meanings when used hereafter in this Underlease

2.15 Any rent (whether or not defined in the Particulars in clause 1 or in

clause 3.2) and other amounts which may be or become payable to the

Landlord under this Underlease are exclusive of Value Added Tax which

may be or become chargeable on the relevant supply by the Landlord

PROVIDED THAT any request for VAT shall be accompanied by a VAT invoice

addressed to the Tenant where this lawful

2.16 The rights excepted and reserved in Part 3 of the Schedule are also

excepted and reserved for the benefit of the Superior Landlord

<Page>

3. DEMISE AND RENT

3.1 In consideration of the rents and of the covenants and conditions herein

reserved and contained the Landlord demises to the Tenant ALL THOSE the

Demised Premises TOGETHER WITH the rights and EXCEPT AND RESERVED and

SUBJECT as provided respectively in Parts 2 3 and 4 of the Schedule TO

HOLD the same unto the Tenant for the Term YIELDING and PAYING therefor

to the Landlord the rents hereby reserved

3.2 The rents reserved by this Underlease are as follows:

3.2.1 FIRST yearly and proportionately for any period less than a year

and throughout the Term the rent reserved and made payable in

Part 5 of the Schedule such rent to be paid by equal quarterly

payments in advance on the four Rent Days in every year the

first payment in respect of the period from and including the

Rent Commencement Date to and including 28th September 2001

being due on the Rent Commencement Date

3.2.2 SECONDLY all such monies as shall become payable in accordance

with clause 4.3 in respect of insurance

3.2.3 THIRDLY all such monies as shall become payable in accordance

with clause 4.4

3.2.4 FOURTHLY all such monies as shall become payable in accordance

with clause 4.23

4. TENANT'S COVENANTS

The Tenant HEREBY COVENANTS with the Landlord and separately with the

Management Company as follows:

4.1 RENT

4.1.1 To pay the rents reserved by this Underlease at the times and in

the manner herein provided and not to exercise or seek to

exercise any right or claim to withhold rent or any right or

claim or legal or equitable set-off PROVIDED ALWAYS THAT the

rent hereby firstly reserved shall so long as the Landlord shall

not in writing require to the contrary be paid by bankers

standing order in such form as shall from time to time be

furnished by the Landlord and such form shall be duly and

promptly completed by the Tenant and delivered by it to the

Landlord

4.1.2 To pay in addition to the rents and other amounts which may be

or become payable by the Tenant to the Landlord under this

Underlease all Value Added Tax which may be or become chargeable

on the relevant supply by the Landlord to the Tenant

4.2 OUTGOINGS

4.2.1 To pay and discharge and indemnify the Landlord against all

existing and future rates taxes duties charges assessments

impositions and outgoings whatsoever whether parliamentary

parochial local or of any other description and whether or not

of a capital or non-recurring nature which are now or may

<Page>

at any time hereafter during the Term be charged levied assessed

or imposed upon or payable in respect of the Demised Premises or

any part thereof or upon any occupier or other person interested

in respect thereof including a due proportion properly

attributable to the Demised Premises of such outgoings as

aforesaid as may be charged levied assessed imposed or payable

on or in respect of any premises (including but without

limitation thereto the Park) of which the Demised Premises form

part (such proportion to be determined by the Landlord's

Surveyor acting reasonably whose decision shall be conclusive

save in case of manifest error) except only (but without

prejudice to clause 4.1.2) taxation assessed upon the Landlord

in respect of its revenue derived from its reversionary interest

in the Demised Premises or any dealing by it therewith and if

the Landlord shall suffer any loss of rating relief which may be

applicable to empty premises after the end of the Term by reason

of such relief being allowed to the Tenant in respect of any

period before the end of the term to make good such loss to the

Landlord (provided that this shall not apply if the Tenant

exercises its right to break contained in clause 8)

4.2.2 To be solely responsible for and promptly to pay all costs and

charges for water gas electricity telephone and any other

services used or consumed in or upon the Demised Premises

including all meter rents and standing charges but so that the

Landlord shall not be responsible for any interruption or

failure in the supply of any such services unless caused by the

negligence of the Landlord its employees or servants

4.3 INSURANCE

4.3.1 To pay to the Landlord by way of rent on written demand:

(A) all premiums which the Landlord shall from time to time pay

for insuring the Demised Premises against loss or damage by

any of the Insured Risks in accordance with the Landlord's

covenant in that behalf hereinafter contained; and

(B) all premiums paid by the Landlord from time to time for

insuring the loss for a minimum of three and a maximum of

five years of the rents hereby reserved (including proper

allowances for increases in rent pursuant to the provisions

for rent review herein contained); and

insuring itself against all third party liabilities

including public and property owners' liabilities arising

or which may arise by virtue of its ownership of the

Demised Premises; and

(D) an amount equal to proper insurance revaluation fees and

all reasonable fees and expenses payable to advisers in

connection with effecting and maintaining the said

insurances and claims arising thereunder

4.3.2 To notify the Landlord forthwith upon becoming aware of the same

of the happening or occurrence of any event or anything likely

to give rise to a claim under any insurance effected under the

terms of this Underlease

<Page>

4.3.3 Not knowingly to do or omit anything whereby any such policy of

insurance may become void or voidable in whole or part nor

anything whereby abnormal or loaded insurance premiums may

become payable

4.3.4 In the event of the Demised Premises or any part thereof or any

item of an insurable nature therein belonging to the Landlord

being destroyed or damaged and the moneys under any insurance

effected thereon by the Landlord being wholly or partly

irrecoverable by reason solely or in part of any act or default

of the Tenant or any sub-tenant or their respective servants or

agents then and in every such case the Tenant will forthwith on

demand pay to the Landlord the whole or (as the case may

require) a fair proportion of the cost (including professional

and other fees) of completely rebuilding reinstating or

replacing the same together with interest thereon at the

Stipulated Rate calculated from the date of expenditure of such

cost by the Landlord until payment by the Tenant as well after

as before judgment

4.3.5 To comply at all times with the proper requirements of the

insurers so far as they relate to the Demised Premises

4.3.6 Not to effect any insurance in respect of the Demised Premises

other than in respect of

(A) tenant's fixtures and fittings and contents and

(B) public and property owner's liabilities arising or which

may arise by virtue of the use and occupation by the Tenant

of the Demised Premises

4.3.7 To effect and maintain insurance in respect of the matters

specified in clauses 4.3.6(A) and 4.3.6(B)

4.4 ESTATE CONTRIBUTION PAYMENT

To pay in accordance with its terms such amounts and on such dates as it

is provided in the Estate Agreement shall be attributable to the Demised

Premises

4.5 REPAIRS

4.5.1 Save as identified in Part 6 of the Schedule well and

substantially to repair cleanse maintain amend and keep in good

and substantial repair and condition the Building and the

Curtilage (damage covered by insurance effected by the Landlord

excepted unless payment of the insurance money is wholly or

partially withheld wholly or partially by reason of any act or

default of the Tenant or any sub-tenant or their respective

servants or agents or any other person under the control of the

Tenant or any sub-tenant)

4.5.2 To keep clean the internal and external surfaces of all windows

and window frames of the Building and not to cover any windows

except by means of blinds or other arrangements approved by the

Landlord such approval not to be unreasonably withheld

4.5.3 To keep in good and safe repair all Conduits and meters

exclusively serving the Demised Premises and to indemnify the

Landlord against all liability

<Page>

howsoever arising from any failure to repair or the misuse or

overloading of the same

4.5.4 To maintain in good and serviceable repair and condition the

Landlord's fixtures and fittings and all Apparatus in or upon or

exclusively serving the Demised Premises and to replace such of

them as may become worn out lost unfit for use or destroyed by

substituting others of a like or more modern nature and of good

quality

4.5.5 Forthwith upon becoming aware of the same to give notice in

writing to the Landlord of any defect in the state of the

Demised Premises or of the Landlord's fixtures and fittings

therein or thereupon or of the Apparatus which would or might

give rise to an obligation upon the Landlord under these

presents to do or refrain from doing any act or thing in order

to comply with any duty of care imposed upon the Landlord by

reason of these presents and to indemnify the Landlord against

or in respect of any losses claims actions costs or demands

arising out of any failure of the Tenant to comply with its

obligations under this clause and at all times permit the

Landlord to display such notices and signs as the Landlord

having regard to such duty of care reasonably requires to

display at the Demised Premises

4.5.6 To remedy any breach of covenant and to repair and make good all

defects decays and wants of repair in respect of the Demised

Premises of which notice in writing shall be given by the

Landlord to the Tenant and for which the Tenant is liable

hereunder within one calendar month after the giving of such

notice provided that in the case of default by the Tenant it

shall be lawful for (but not obligatory upon) the Landlord (but

without prejudice to the right of re-entry hereinafter contained

or other right of the Landlord with regard thereto) to enter

upon the Demised Premises and remedy the breach and/or make good

such defects decays or wants of repair and the cost thereof and

all proper expenses together with interest thereon at the

Stipulated Rate from the date of expenditure by the Landlord

until payment by the Tenant as well after as before judgment

shall be a debt due from the Tenant to the Landlord and be

forthwith recoverable by action

4.5.7 To keep the Demised Premises clean and in a neat and tidy

condition and in particular to comply (but not so that

compliance would require the Tenant to carry out any works or

incur costs) with (where appropriate) the provisions of the

Section 52 Agreement referred to in Part 4 of the Schedule

insofar as they relate to the Demised Premises and to store and

dispose of all rubbish and waste in a manner approved by the

Landlord PROVIDED THAT if the Tenant shall fail to comply with

all or any of its obligations under the foregoing provisions of

this clause the Landlord shall be entitled (but without being

obliged so to do) to remove and dispose or arrange for the

removal and disposal of any rubbish waste goods or materials

deposited or stored in breach of this covenant and the cost

incurred by the Landlord shall be paid by the Tenant on demand

together with interest thereon at the Stipulated Rate as well

after as before judgment and be forthwith recoverable by action

<Page>

4.6 DECORATION

4.6.1 In the third and sixth year of the Term and also in the last

three months thereof howsoever determined to Decorate those

parts of the exterior of the Demised Premises as are normally

required to be decorated in a tint or colour to be approved by

the Landlord's Surveyor (such approval not to be unreasonably

withheld)

4.6.2 In the fifth year of the Term and also in the last three months

thereof howsoever determined and in the last three months in a

tint or colour to be approved by the Landlord's Surveyor (such

approval not to be unreasonably withheld) to Decorate the

interior of the Demised Premises

4.7 ALTERATIONS AND REINSTATEMENT

4.7.1 Not to carry out:

(A) any development of or on the Demised Premises;

(B) any works to or affecting any load bearing structure of the

Building;

Premises and/or the Curtilage or to annexe them to any

adjoining premises;

(D) any improvement which might add to the letting value of the

Demised Premises at the expiry of the Term

4.7.2 Without prejudice to clause 4.7.1 not to make any other

alteration or addition to the Demised Premises (including all

electrical and other plant and equipment) except:

(A) in accordance with plans and specifications previously

submitted at the Tenant's expense in triplicate to and

approved by the Landlord (such approval not to be

unreasonably withheld or delayed);

(B) in accordance with any relevant terms conditions and

regulations of the Institution of Electrical Engineers the

gas and water supply and fire control authorities and the

insurance company with whom the Demised Premises are for

the time being insured;

PROVIDED ALWAYS THAT:

(A) no such alterations or additions shall be carried out until

the Landlord and the Superior Landlord (if appropriate) has

issued its consent in writing to which the Tenant shall if

required join as a party in order to give such covenants as

the Landlord and/or the Superior Landlord reasonably

requires (such consent not to be unreasonably withheld or

delayed)

(B) the installation and removal of demountable partitioning

which does not involve cutting into the structure or other

load bearing parts of the Demised Premises shall not

require the Landlord's consent so long as

<Page>

the Tenant produces at its own expense to the Landlord or

to any managing agents engaged by it plans and

specifications illustrating the manner in which the work

will be carried out not less than twenty-one days before

the work is commenced and notifies the Landlord or the

agents within fourteen days after its completion

4.7.3 At the expiry of the Term if and to the extent required by the

Landlord to remove:

(A) all alterations and additions made to or installed on the

Demised Premises by the Tenant and anything which may have

been installed under clause 4.7

(B) all the Tenant's Works as defined by the Agreement dated

21st February 1991 for the grant of the Underlease dated

31st January 1992 pursuant to which the Tenant occupied the

Demised Premises prior to the grant of this Underlease

and to restore and make good the Demised Premises in a proper

and workmanlike manner to the condition and design which existed

before the alterations additions or installations were made with

all services properly sealed off and to the Landlord's

reasonable satisfaction

4.7.4

(1) To comply with the obligations imposed on the Tenant

by the CDM Regulations and to procure compliance by

any designer or contractor employed by the Tenant in

connection with any alteration or addition to the

Demised Premises with their obligations under the CDM

Regulations

(2) Without prejudice to the generality of clause 4.7.4(1)

to procure that information relating to any

alterations or additions to the Demised Premises is

incorporated into the health and safety plan and

health and safety file maintained for the Demised

Premises in accordance with the CDM Regulations

4.8 ENTRY

To permit the Landlord and its duly authorised agents with or without

workmen and appliances at all reasonable times (after giving at least 72

hours' notice to the Tenant except in emergency) to enter the Demised

Premises:

4.8.1 to examine the state of repair and condition thereof and of any

Conduits therein thereon or thereunder

4.8.2 to check and take inventories of the Landlord's fixtures and

fittings and the Apparatus

4.8.3 to repair and maintain or execute any work upon the Demised

Premises or any part thereof or any Landlord's fixtures and

fittings or the Apparatus therein

4.8.4 for the provision of any of the services or for the exercise of

any exception and reservation out of this Underlease

<Page>

PROVIDED THAT the persons so entering shall cause as little damage and

disturbance as practicable and make good any damage caused to the

Demised Premises to the Tenant's reasonable satisfaction

4.9 USE

4.9.1 Not to use the Demised Premises otherwise than for the Permitted

Use and in accordance with the requirements and conditions of

any planning permission authorising such use from time to time

4.9.2 Not to do on the Demised Premises anything which may be illegal

or immoral or a nuisance or annoyance or cause danger or injury

or damage to the Landlord or any other person and to pay all

costs charges and expenses incurred by the Landlord in abating a

nuisance and in executing such works as may be required to abate

a nuisance in obedience to any notice served upon the Landlord

in respect of or incidental to the Demised Premises or the use

thereof

4.9.3 Not to use the Demised Premises for any noxious noisy or

offensive trade or business and not to hold any sale by auction

on the Demised Premises and not to allow on the Demised Premises

anything which is or may become dangerous offensive combustible

inflammable radioactive or explosive

4.9.4 Not to use on the Demised Premises any machinery or sound

reproduction or amplifying equipment which shall be noisy or be

a nuisance or annoyance to the Landlord or any other person

4.9.5 Not to do anything which interferes with or imposes any

excessive load or strain on the structure or the Apparatus or

the workings thereof

4.9.6 Not to permit any vehicles upon the Curtilage other than

vehicles belonging to persons lawfully resorting to the Demised

Premises parked only in the Parking Areas and to take all

reasonable steps to prevent persons resorting to the Demised

Premises from parking vehicles upon or otherwise obstructing the

roadways and footpaths within the Park

4.9.7 Not to suffer or permit any person to reside or sleep on the

Demised Premises

4.9.8 Not to discharge anything into the Conduits which will be

corrosive or harmful or which may cause any obstruction or

deposit therein

4.9.9 (Subject to clause 4.9.6) not to place or store anything upon

the Curtilage save in structures designed for storage approved

by the Landlord

4.10 ALIENATION

4.10.1 Not to assign or charge part only of the Demised Premises

4.10.2 Not to assign the whole of the Demised Premises without the

prior written consent of the Landlord (which shall not be

unreasonably withheld but which may be granted subject to any

one or more of the conditions referred to in clause 4.10.3 and

which may be withheld if either of the circumstances referred to

in clause 4.10.4 exist)

<Page>

4.10.3 The conditions referred to in clause 4.10.2 (which are specified

for the purposes of Section (19)(1A) of the Landlord and Tenant

Act 1927 and which operate without prejudice to the Landlord's

right to withhold consent on any reasonable grounds) are:

(A) that the Tenant shall have entered into an authorised

guarantee agreement (as defined in Section 16 of the

Landlord and Tenant (Covenants) Act 1995) with the Landlord

in a form which the Landlord reasonably requires

(B) that any guarantor of the Tenant's obligations under this

Underlease shall have guaranteed to the Landlord that the

Tenant will comply with the terms and conditions of the

authorised guarantee agreement referred to in clause

4.10.3(A) on terms and in a form which the Landlord

reasonably requires

required by the Landlord the proposed assignee shall have

procured covenants with the Landlord by a guarantor or

guarantors (not being the Tenant) acceptable to the

Landlord (acting reasonably); and/or a deposit with the

Landlord of six months' of the then current rent firstly

reserved by this Underlease together with any VAT thereon

as fourthly reserved by this Underlease (and including

provisions for increase of the sum following any future

review of the rent first reserved by this Underlease) on

such terms as the Landlord may reasonably require as

additional security for the discharge of the Tenant's

obligations under this Underlease

INTRA GROUP DEALINGS

(D) that, if the proposed assignee is a Group Company, the

Tenant shall have procured either:

(1) if the Tenant's obligations under this lease are

guaranteed by another Group Company that such Group

Company covenants with the Landlord in such form as

the Landlord shall reasonably require; or

(2) if there is no guarantor of the Tenant's obligations

under this lease and if the proposed assignee is not

at the date of the application for consent to the

proposed assignment in the reasonable opinion of the

Landlord of financial standing equivalent to or

greater than the Tenant at the date of this lease that

the proposed assignee procures covenants by a Group

Company which is not the Tenant or the proposed

assignee and which is in the reasonable opinion of the

Landlord of financial standing equivalent to or

greater than the Tenant in such form as the Landlord

shall reasonably require; and

(3) in either case the proposed assignee procures a

deposit with the Landlord of the amount described in

clause 4.10.3(C);

<Page>

(E) that the previous conditions are satisfied on or before the

date of the assignment

4.10.4 The circumstances referred to in clause 4.10.2 (which are

specified for the purposes of Section 19(1A) of the Landlord and

Tenant Act 1927) are:

(A) where any sums due from the Tenant to the Landlord under

this Underlease remain unpaid at the date of the

application for consent to the proposed assignment and/or

the date of the Landlord's consent

(B) where in the Landlord's reasonable opinion there is at the

date of the application for consent to the proposed

assignment and/or the date of the Landlord's consent a

material outstanding breach of any Tenant's covenant under

this Underlease

4.10.5 Save in accordance with the succeeding provisions of this clause

not to underlet or part with the possession or share the

occupation of the whole or any part of the Demised Premises

PROVIDED ALWAYS THAT nothing contained in this clause shall

prevent the Tenant from sharing occupation of the Demised

Premises or any part thereof with any Group Company on terms

which do not create the relationship of landlord and tenant and

under which such company will vacate the premises forthwith upon

its ceasing to be a Group Company

4.10.6 Not under any circumstances to create or permit the creation of

any interest derived out of this Underlease whether mediate or

immediate and howsoever remote or inferior except at full market

rack rent and without a fine premium or other capital sum being

taken (and so that no such fine or premium or other capital sum

shall be taken save in payment of Tenant's fixtures and

fittings) and not to create or permit the creation of any

derivati

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates