DATED 27th July, 2001

THE MASTER FELLOWS AND
SCHOLARS OF TRINITY COLLEGE
CAMBRIDGE(1)

ACCELRYS LIMITED(2)

ACCELRYS INC(3)

TRINITY COLLEGE (CSP) LIMITED(4)

AGREEMENT

relating to the grant of a lease of Unit
334 Cambridge Science Park Milton
Road Cambridge

THIS AGREEMENT is made on 29th July, 2001 BETWEEN:

(1)

THE MASTER FELLOWS AND SCHOLARS OF THE COLLEGE OF THE HOLY AND UNDIVIDED TRINITY WITHIN THE TOWN AND UNIVERSITY OF CAMBRIDGE OF KING HENRY THE EIGHTH'S FOUNDATION ("the Landlord" which expression includes its successors in title)

(2)

ACCELRYS LIMITED (company registration number 02326316) whose registered office is at the Quorum Barnwell Road Cambridge CB5 8RE ("the Tenant")

(3)

ACCELRYS INC registered in the state of Delaware and whose principal place of business is at CN 5350 Princeton New Jersey 08543-5350 ("the Guarantor")

(4)

TRINITY COLLEGE (CSP) LIMITED (company registration number 03393539) whose registered office is at 112 Hills Road Cambridge CB2 1PH ("the Company")

Whereas the Premises are held by the Landlord which is an exempt charity

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1

In this Agreement unless the context otherwise requires:

1.1.1

Words importing any gender include every gender

1.1.2

Words importing the singular number only shall include the plural number and vice versa

1.1.3

Words importing persons include firms companies and corporations and vice versa

1.1.4

Any reference to any statute (whether or not specifically named) shall include any statutory modification or re-enactment of it for the time being in and any order instrument plan regulation permission and direction made or issued under it or under any statute replaced by it or deriving validity from it

1.1.5

References to clauses schedules and annexures are references to the relevant clause in or schedule or annexure to this Agreement

1.1.6

Where any obligation is undertaken by two or more persons jointly those persons shall be jointly and severally liable in respect of that obligation

1.1.7

Any obligation on the Tenant not to do or omit to do anything shall be deemed to include an obligation not to allow that thing to be done or omitted to be done by any person under its control

1.1.8

The headings to the clauses and schedules shall not affect the interpretation

1.2

In this Agreement unless the context otherwise requires the following Expressions shall have the following meanings

1.2.1

"Arbitrator" means a barrister of at least ten years standing experienced in dealing with agreements of this nature agreed between the parties or nominated on the application of any party by the President for the time being of the Bar Council or his duly appointed deputy where the difference or dispute relates to the meaning or construction of this Agreement or the rights of the parties hereto inter se and otherwise means an independent chartered surveyor of at least ten years standing with experience of dealing with agreements of this nature agreed upon between the parties or nominated on the application of any party by the President for the time being of the Royal Institution of Chartered Surveyors or his duly appointed deputy

2

1.2.2

"Architect" means the Charter Partnership Limited of 15 Cardington Road Bedford MK42 0BP appointed pursuant to an appointment dated 15^th January 2001 made between the Landlord (1) the Architect (2) or such other firm of architects as the Landlord may from time to time appoint in connection with the Landlord's Works



1.2.3

"Building Contract" means the contract dated 5^th April 2001 entered into by the Landlord with the Contractor for the Landlord's Works



1.2.4

"Certificate of Practical Completion" means the Certificate of Practical Completion of the Landlord's Works issued by the Architect under the Building Contract



1.2.5

"Consultants" means the NTN Partnership K J Tait Scott White and Hookins appointed by the Architect in connection with the Landlord's Works



1.2.6

"Contractor" means Haymills of Haymills House Station Road East Stowmarket Suffolk IP14 1CF or other contractor as the Landlord may appoint with the Tenant's approval such approval not to be unreasonably withheld or delayed in connection with the Landlord's Works



1.2.7

"Estimated Practical Completion Date" means 16^th November 2001



1.2.8

"Force Majeure" means fire storm tempest other exceptionally adverse weather conditions war hostilities rebellion revolution insurrection military or usurped power civil war labour lock-outs strikes local combination of workmen and other industrial disputes riot civil commotion disorder decree of Government non availability of materials or equipment delay by a local authority or statutory undertaker in carrying out work in pursuance of its statutory obligations or failure by such authority to carry out such work unforeseen site conditions loss or damage by any one or more of the risks insured against or any other cause or circumstances provided that each and every such event:



(i)

adversely affects the performance of the terms and provisions of this Agreement and



(ii)

cannot reasonably be avoided or provided against by Landlord and/or the Engineering Contractor

1.2.9

"Gross Internal Area" means the gross internal area in square feet of the building comprising part of the Landlord's Works as built measured in accordance with the Code of Measuring Practice published by the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and Auctioneers (Fourth Edition) but excluding paragraph 2.6 of that Code



1.2.10

"Landlord's Works" means the construction on the Premises of a two storey building with plant room in accordance with the Plans and Specifications (or as varied in accordance with the provisions of this Agreement) and which are to be completed by the Landlord in accordance with clause 2 of this Agreement



1.2.11

"Lease" means the Lease of the Premises to be granted by the Landlord and accepted by the Tenant (with the Guarantor and the Company joining therein in the manner therein prescribed) which shall be in the form of the attached agreed draft subject to any alterations made pursuant to this Agreement



1.2.12

"Necessary Consents" means



(i)

full planning permission and



(ii)

all other consents licences permissions and approvals whether of a public or a private nature which shall be necessary for the lawful carrying out and completion of the Landlord's Works which the Landlord shall apply for in accordance with clause 2.2 of this Agreement and seek to obtain with all due expedition

3

1.2.13

"Plans and Specifications" means the plans numbered 34834/100L/101J/102F/103D/105D/115F/116E/117C/119D/120D/122D/ 170D/172D and the specification headed "Landlord's Specification Document Units 334/335 Cambridge Science Park" dated 22 May 2000 Issue 06 annexed to this Agreement which describe the Landlord's Works



1.2.14

"Practical Completion Date" means the date referred to in the Certificate of Practical Completion as being the date on which the Landlord's Works achieved practical completion



1.2.15

"Premises" has the meaning attributed to it by the Lease



1.2.16

"Project Team" means the Architect the Consultants the Contractor and any sub-contractor carrying out design work in connection with the provision of the packages listed in Appendix 1 hereto



1.2.17

"Rack Rent Commencement Date" means the date 97 days after the Practical Completion Date



1.2.18

"Tenant's New Works" means the installation of cabling and partitioning throughout the Premises



1.2.19

"Warranties" means the warranties to be entered into by the members of the Project Team for the benefit of the Tenant in their respective forms of the relevant drafts annexed hereto



1.2.20

"Working Day" means any day except Saturday Sunday and bank or other public holidays in England

2 Landlord's Works

2.1

The Landlord shall at its own expense in all respects as soon as reasonably practicable following the obtaining of the Necessary Consents diligently carry out and complete the Landlord's Works and shall complete them:

2.1.1

in a good and workmanlike manner;

2.1.2

using designs prepared with reasonable skill and care;

2.1.3

using only suitable good quality materials of their several kinds and the Landlord will not use cause or permit or suffer to be used in or about the Landlord's Works or any part or parts thereof substances generally known to be deleterious

2.1.4

in accordance with:

(i)

all Necessary Consents;

(ii)

all statutes from time to time in force which affect the Landlord's Works; and

(iii)

the terms of this Agreement

(iv)

the Construction (Design and Management) Regulations 1994

4

3 Programme

3.1

The Landlord shall use all reasonable endeavours to procure that the Landlord's Works are completed by the Estimated Practical Completion Date but the Tenant shall be deemed to be adequately compensated for any delay in the Practical Completion Date beyond the Estimated Practical Completion Date by the consequent postponement of the rents and other payments reserved and made payable by the Lease and the Tenant shall have no further rights against the Landlord for any such delay

3.2

The Landlord shall notify the Tenant of any change to the Estimated Practical Completion Date within three Working Days of the Architect becoming aware of the same

4 Landlord's Variations

4.1

The Landlord may vary or add to the Landlord's Works but where such variation or addition will have a material adverse effect upon the Premises or the Tenant the Landlord shall first obtain the written consent of the Tenant which shall not be unreasonably withheld or delayed where reasonable and proper provisions are made to meet the Tenant's concerns

4.2

Notwithstanding clause 4.1 the Landlord may without any consent from the Tenant make variations or additions to the Landlord's Works where such are required in order to comply with any statutes or Necessary Consents PROVIDED THAT the Landlord will use reasonable endeavours subject to the overriding aim to complete the Landlord's Works on or before the Estimated Practical Completion Date and subject to the requirement to comply with such statutes or Necessary Consents in negotiations with the local or other competent authority to ensure that any such variation or addition required by the local or other competent authority shall not materially adversely alter the design layout nature capacity or standard of construction of the Premises as provided for in the Plans and Specifications or materially reduce the area of the Premises or materially affect their use or materially increase the Tenant's liability under the Lease

4.3

If any materials specified in the Plans and Specifications cannot be obtained or if their delivery at the appropriate time or at reasonable cost cannot be guaranteed then notwithstanding clauses 4.1 and 4.2 the Landlord may subject to notifying promptly the Tenant of its intention to do so and considering such reasonable concerns it may make known use alternative materials of no less quality or performance

5 Site Visits By and Supply of Information to the Tenant

5.1

The Landlord shall permit the Tenant and other persons authorised by it at their own risk and subject to the Tenant making good any damage caused by such parties (which the Tenant covenants to do) at such intervals as may from time to time be reasonable on reporting to the Contractor at reasonable times and subject to complying with the proper and reasonable requirements of the Contractor as to safety or otherwise to enter onto the Premises (accompanied by a representative of the Landlord if the Landlord shall so require) to view the progress and state of the Landlord's Works and the materials used or intended for use therein (but so that the persons so entering shall not interfere with the progress of the Landlord's Works and shall address any comments to the Landlord and not to the Contractor)

5.2

Within five working days after any such entry the Tenant may serve on the Architect a notice ("Defects Notice") specifying any respects in which they consider that the Landlord's Works are not being or have not been carried out in accordance with clause 2

5.3

The Landlord shall forthwith investigate the matters contained in the Defects Notice and if reasonably satisfied that the defects specified in the Defects Notice are well founded shall use

5

reasonable endeavours (subject to the terms of the Building Contract) at its own expense to remedy or procure the remedying of such matters without undue delay

5.4

On or before the Practical Completion Date the Landlord shall provide the Tenant with a complete detailed "as built" specification and related drawings in respect of the Premises and with a complete outline "as built" specification and related drawings in respect of the remainder of the Landlord's Works together with the health and safety file compiled in accordance with the Construction (Design & Management) Regulations 1994

5.5

Any inspection representation or approval in connection with the Landlord's Works by or on behalf of the Tenant shall not in any way relieve the Landlord from its obligation under this Agreement

6 Issue of Certificate of Practical Completion

6.1

In relation to the issue of the Certificate of Practical Completion the Landlord shall procure that

6.1.1

the Architect gives to the Tenant at least five Working Days written notice of their proposal to issue such a certificate and of the date on which it is proposed to carry out the inspection of the Landlord's Works for that purpose

6.1.2

the Architect permits the Tenant and persons authorised by it to accompany the Architect in that inspection of the Landlord's Works

6.1.3

the Architect permits the Tenant and those authorised by it to discuss with them their proposal to issue the relevant certificate and in particular the date to be specified in it

6.1.4

the Architect acts impartially and has due regard to any reasonable representations made by the Tenant or those authorised by it (prior to the proposed date of issue of the certificate) in making a decision as to whether or not to issue the Certificate of Practical Completion and as to the date to be specified therein but not so as to fetter the Architect's discretion in this regard

6.2

Where the Architect shall have given at least five Working Days notice under clause 6.1.1 and the anticipated Practical Completion Date is subsequently postponed the Landlord shall procure that the Certificate of Practical Completion is not subsequently issued unless notice has been given to the Tenant such notice to be three Working Days and otherwise in accordance with clause 6.1.1 (which procedure shall be repeated as often as necessary until such certificate is issued)

6.3

As soon as reasonably practicable after the issue of the Certificate of Practical Completion the Landlord shall supply a copy to the Tenant

7 Post Completion Works

7.1

The Tenant shall allow the Landlord and those authorised by it to have access to the Premises after the Lease is granted for the purpose of complying with any outstanding provisions of this Agreement and shall not interfere with or impede the completion of the Landlord's Works Provided that in so entering the Premises the Landlord and those authorised by it will make good to the reasonable satisfaction of the Tenant all damage caused to the Premises and the Tenant's fixtures fittings and equipment by such entry

6

8 Defects

8.1

If the Tenant shall notify the Landlord in writing within 50 weeks from the Practical Completion Date (as to which time shall be of the essence) of any defects which the Landlord is entitled under the terms of the Building Contract to have made good by the Contractor the Landlord will use all reasonable endeavours (subject to the provisions of the Building Contract) to procure that such defects are made good in accordance with the defects liability provisions in the Building Contract

8.2

Clause 8.1 above and clauses 8.3 and 8.4 below shall be a complete statement of the Landlord's obligations in respect of defects in the Works and the Tenant shall have no other rights against the Landlord in respect of such defects whether under this Agreement and/or at law or otherwise

8.3

Notwithstanding the foregoing provisions of this clause 8 and without prejudice to them the Landlord shall use all reasonable endeavours to procure that any defects notified to the Landlord by the Tenant at any time during the defects liability period under the Building Contract which materially prevent or diminish the Tenant's full use and enjoyment of the Premises shall be rectified by the Contractor as quickly as practicable and with the minimum practicable disruption to the Tenant's use of the Premises

8.4

The Landlord shall procure that the Project Team enter into the Warranties and the Landlord shall deliver the same to the Tenant prior to completion of the Lease PROVIDED THAT this obligation shall not apply in relation to any particular member of the Project Team in respect of the warranty to be given by that member of the Project Team if it has ceased to exist or become insolvent

8.5

Without prejudice to any rights that the Tenant may have in relation to a breach of clause 8.4 by the Landlord if the Warranties referred to in clause 8.4 have not been entered into or if the Tenant has been unable (after using all reasonable endeavours) to procure the remedy of any latent and inherent defect under the Warranties then (provided notice of the same shall have been given to the Landlord by the Tenant or its successors in title before the expiration of 12 years form the date hereof) the Landlord will use all reasonable endeavours at the request of the Tenant to preserve and to enforce all rights and remedies which the Landlord may have against the Project Team in respect of latent and inherent defects

8.6

For the purpose of this clause the expression "latent and inherent defects" shall mean any defect in the Works present but undiscovered at the date of issue of the Certificate of Practical Completion arising out of or attributable to defects in design defects in workmanship or defects in materials used in the Premises

8.7

The Landlord shall procure that the suppliers of the Flat Roof and Raised Floor included within the Landlord's Works shall each issue a performance guarantee to the Landlord in its standard form details of which are annexed hereto ("performance guarantees") on or before the completion of the Lease together with its written consent to the assignment thereof to the Tenant

8.8

On completion of the Lease the Landlord shall assign the benefit of each of the performance guarantees to the Tenant and deliver the same to the Tenant and shall serve written notice of each such assignment on the supplier as soon as it is completed

8.9

The Tenant shall:

8.9.1comply

with each of the terms and conditions of each of the performance guarantees following its assignment and upon request by the Landlord shall produce evidence of such compliance

8.9.2at

the expiration or sooner determination of the Term (as defined in the Lease) re-assign the benefit of each of the performance guarantees to the Landlord and deliver the same to the Landlord and shall serve written notice of each such assignment on the supplier as soon as it is completed

7

8.10

If the Tenant is in breach of its obligations under clause 8.9.2 it shall be lawful for the Landlord to do all things necessary to rectify such breach and the Tenant irrevocably empowers and appoints the Landlord as its attorney for this purpose and shall indemnify the Landlord in respect of any proper costs which it so incurs on demand

8.11

In the event of the performance guarantees (or any of them) being issued directly to the Tenant then (to the extent only that they are so issued) clauses 8.7 and 8.8 above shall not apply but clauses 8.9 and 8.10 shall apply

9 General Conditions

9.1

This Agreement incorporates the Standard Conditions of Sale (3rd Edition) except insofar as they are varied by or inconsistent with any of the provisions of this Agreement

9.2

The Premises are let subject to all rights of way and water rights of common and other rights easements quasi-easements wayleaves liabilities and public rights affecting the Premises whether existing at the date of this Agreement or arising after that date and all matters capable of constituting overriding interests if title were registered

9.3

Conditions 1.3 3.4 5.11 5.1.2 5.2.2(g) 5.2.3 and 8 of the Standard Conditions are excluded from this Agreement

9.4

The Landlord grants the Lease with full title guarantee save that the covenants set out in Section 1 and Section 3(1) of the Law of Property (Miscellaneous Provisions) Act 1994 do not extend to any charge encumbrance or other right which the Landlord does not know about and the covenant set out in Section 2 of the said Act shall not require the Landlord to meet costs arising from the Tenant's failure to make proper searches or to raise requisitions on title or on the results of its searches in respect of periods prior to the date of this Agreement

9.5

The Premises are let subject to any covenants restrictions declarations stipulations and agreements contained or referred to in the Lease annexed hereto or as disclosed by the title deduced (if any) The Tenant will not require title to be deduced or make or raise any objection or requisition in respect of title save as regards any matters disclosed by the results of its Land Charges or Land Registry search against the Landlord and arising in the period between the date of this Agreement and the date of actual completion Conditions 4.1.1 4.3.2 4.5.1 and 5.2.7 of the Standard Conditions are accordingly to that extent excluded from this Agreement

9.6

The Landlord shall not be bound to let the Premises to any person or company other than the Tenant and other than by way of one lease

9.7

The benefit of this Agreement shall be personal to the Tenant who shall not assign charge share part with or otherwise dispose of this Agreement or any interest hereunder

10 Grant of Lease

10.1

The Basic Rent shall be such sum as equals the Gross Internal Area of the Premises multiplied by £21.48 subject to a maximum figure of £900,000

10.2

As soon as reasonably practicable prior to the Practical Completion Date the Landlord and the Tenant (or their respective nominated representatives) shall jointly measure the Gross Internal Area and seek to agree it

10.3

In the event of any failure to agree any measurement in accordance with the foregoing provisions of this clause such measurement shall be determined by arbitration pursuant to the provisions of clause 15 of this Agreement

8

10.4

The Landlord shall procure that its solicitors prepare the engrossments of the Lease and counterpart and deliver the counterpart to the Tenant or its solicitors at least five Working Days before the Completion Date

10.5

The Landlord will grant (at the request of the Guarantor testified by its signature to this Agreement) to the Tenant and the Tenant will itself accept and the Tenant and the Guarantor will in their respective capacities execute and deliver to the Landlord a counterpart of the Lease and the Tenant will pay any Service Rent for which demand is made and all costs and other sums payable on the Practical Completion Date pursuant to this Agreement within ten Working Days after the later of:

10.5.1

the Practical Completion Date and

10.5.2

delivery of the engrossment of the counterpart Lease to the Tenant or its solicitors

("the Completion Date")

10.6

Completion of the Lease shall take place at the offices of the Landlord's solicitors or at such other place as they shall reasonably require

10.7

The term of the Lease shall commence on the Practical Completion Date and the service rent and other payments under the Lease (excepting the Basic Rent (as that expression is defined in the Lease)) shall all commence to be payable in respect of the period from (and including) the Practical Completion Date but the Basic Rent shall only become due and payable on and from the Rack Rent Commencement Date

11 Determination

11.1

The Landlord may determine this Agreement by written notice to the Tenant if both:

11.1.1

the Tenant fails to perform or observe any of its obligations in this Agreement or if any event occurs which had the Lease been granted would have entitled the Landlord to re-enter the Premises and

11.1.2

either such failure or event is incapable of remedy or it is capable of remedy and the Landlord has served on the Tenant written notice specifying the failure or event and requiring it to be remedied within a reasonable time (to be specified in the notice) and the Tenant has failed so to do

11.2

The Tenant may terminate this Agreement if the Landlord's Works are not completed by 28^th February 2002 (whether or not for reasons of force majeure) or within such further period as the parties hereto shall agree

11.3

The Landlord may determine this Agreement by written notice if the Landlord's Works are not completed by 31^st May 2002 (whether or not for reasons of Force Majeure) or within such further period as the parties hereto shall agree

11.4

On termination or rescission of this Agreement this Agreement shall become null and void but without prejudice to the obligation contained in this clause 11.4 and without obligation by any party to refund payments made by any other and without prejudice to any rights or remedies which any party may have in respect of antecedent breach of this Agreement and each party shall forthwith return all documents plans and papers provided to it by any other party and each party shall forthwith cancel any entry it may have made at H M Land Registry or the Land Charges Registry protecting this Agreement

9

12 No Demise/Early Access

12.1

Until the actual grant of the Lease this Agreement shall not operate or be deemed to operate as a demise of the Premises nor shall the Tenant have or be entitled to any estate right or interest in the Premises or any part of them or in any materials in or upon them other than such equitable interest as is created by and such rights as are granted by this Agreement

12.2

Notwithstanding the foregoing the Tenant may with the prior consent of the Landlord such consent not to be unreasonably withheld or delayed have access to the Premises to commence the Tenant's New Works subject to compliance with the provisions relating thereto contained in the Lease and the Landlord and the Tenant shall confer consult and co-operate with each other to minimise disruption of the activities of the other during the carrying out of the Landlord's Works and the Tenant's New Works respectively and to create and maintain a workable interface between their respective activities

12.3

The Tenant shall not take up occupation of the Premises until the Lease shall have been completed and payments made in accordance with the provisions of this Agreement

13 Alienation

13.1

The Tenant shall not assign mortgage charge or in any way deal or part with this Agreement or any interest under it and shall itself be the first occupier of the Premises PROVIDED that the Tenant shall be entitled to charge by way of legal charge their interest hereunder with the previous consent of the Landlord (such consent not to be unreasonably withheld or delayed) subject to the same conditions as would be applicable to a corresponding transaction if the Lease had been granted

14 Declaration of Non-Merger

14.1

The Landlord's the Tenant's and the Guarantor's obligations under this Agreement shall continue notwithstanding the grant of the Lease insofar as they remain to be performed and observed

15 Resolution of Disputes

15.1

If there shall be any dispute or difference between the parties arising out of this Agreement it may be referred by any party to the Arbitrator for determination and the Arbitrator shall act as an Arbitrator in accordance with the Arbitration Acts 1950-1979 or any statutory re-enactment thereof for the time being in force

16 Notices

16.1

Any notice to be served on or communication to be sent to any party to this Agreement shall be deemed to be properly served if served in the manner provided in clause 5.2 of the draft Lease annexed hereto

17 Value Added Tax

17.1

Any consideration given for supplies made by the Landlord under this Agreement is exclusive of VAT and the Tenant will on demand discharge any liabilities of the Landlord relating to VAT (or any substituted tax) in respect of any supply of goods or services for VAT purposes made pursuant to or in consequence of this Agreement where it is first presented with a valid VAT invoice in the name of the Tenant

10

18 Statutory Compliance

18.1

The Premises are held by or in trust for a charity by the Landlord and the charity is an exempt charity

18.2

The obligations on the part of the Landlord contained in this Agreement are personal to The Master Fellows and Scholars of the College of the Holy and Undivided Trinity within the town and University of Cambridge of King Henry the Eighth's Foundation

19 Legal Costs

19.1

Each party shall bear its own legal and other costs in relation to this transaction

20 Late Payment

20.1

Any sum due from one party to any other under which this Agreement which is not paid when it is due (or within any period specifically allowed by this Agreement) shall bear Interest (as defined in the draft Lease annexed hereto) for the period from the date when it fell due to the date of payment

21 No Representations

21.1

This Agreement incorporates the entire contract between the parties and the Tenant and the Guarantor acknowledge that they have not entered into this Agreement in reliance on any statements or representations made to the Tenant or the Guarantor by or on behalf of the Landlord save those written statements of the Landlord's solicitors made prior to the date of this Agreement to the Tenant's solicitors

22 Insurance

22.1

The Landlord shall until the Practical Completion Date keep insured or cause to be kept insured the Landlord's Works and all other fixtures fittings plant machinery apparatus and building materials from time to time in and upon the Premises and any adjoining land in an amount not less than the full reinstatement cost for the time being of the Landlord's Works (including professional fees the cost of debris removal and value added tax where applicable) against loss or damage by such risks as may from time to time be usually covered by a contractor's comprehensive policy and shall procure that all insurance money received shall be laid out in making good any such loss or damage

22.2

The Landlord shall maintain public liability insurance in an appropriate sum in respect of the Landlord's Works

22.3

From the Practical Completion Date the provisions in the Lease relating to insurance shall apply

23 Guarantee

23.1

In consideration of the Landlord entering into this Agreement at the request of the Guarantor the Guarantor covenants with and guarantees to the Landlord that the Tenant will observe and perform its obligations under this Agreement to the intent that (mutatis mutandis) the covenants guarantees and conditions contained or referred to in clause 6 of the draft Lease annexed hereto shall be deemed to be incorporated in this clause but with the substitution of "the Guarantor" for "the Surety"

23.2

The Landlord shall use all reasonable endeavours to mitigate any losses claims damages and expenses incurred or suffered by it and in respect of which the Guarantor is liable pursuant to clause 23.1

11

24 Proper Law

24.1

This Agreement will be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts

24.2

The Surety irrevocably authorises and appoints Accelrys Limited of Unit 334 Cambridge Science Park Milton Road Cambridge (or such other person or body resident in England or Wales as it may from time to time by written notice to the other parties hereto substitute) to accept service of all legal process arising out or connected with this Agreement and service on Accelrys Limited (or such substitute) will be deemed to be service on the Surety

24.3

The Surety will on the date of this Agreement and as the pre-condition to completion at its own cost obtain and deliver to the Landlord and the Company a letter from Dechert Rice & Rhoads in the form agreed between the solicitors for the Landlord and the Tenant copies of which have been retained by them

25 Charity

25.1

The Landlord hereunder is a charity and that charity is an exempt charity

26 Contracts (Rights of Third Parties) Act 1999

26.1

The parties intend that no person who is not a party to this Agreement is to have the benefit of or be capable of enforcing any term of this Agreement as a result of the Contracts (Rights of Third Parties) Act 1999

27 The Company

27.1

The Company agrees to join in and complete the Lease in the manner therein appearing

This instrument:

(a)

is executed as a deed and by its execution the parties authorise their solicitors to deliver it for them when it is dated

(b)

was delivered when it was dated.

12

APPENDIX 1

    Design packages

1  Structural Steel Work Connections

2  Curtain Walling Windows and Wall Cladding

3  Lift

4  Staircase and Balastrades

5  Atrium Roofing System

6  Window Sunshades

7  Revolving Door

8  Upper Floor Construction

13

14

Exhibit 10.30

DATED                        2001

THE MASTER FELLOWS AND
SCHOLARS OF TRINITY COLLEGE
CAMBRIDGE(1)

ACCELRYS LIMITED(2)

ACCELRYS INC(3)

TRINITY COLLEGE (CSP) LIMITED(4)

LEASE

of Unit 334 Phase VI
Cambridge Science Park

Mills & Reeve
Cambridge

Contents

THIS LEASE is made on            2001 BETWEEN:

(1)

("Landlord") THE MASTER FELLOWS AND SCHOLARS OF THE COLLEGE OF THE HOLY AND UNDIVIDED TRINITY WITHIN THE TOWN AND UNIVERSITY OF CAMBRIDGE OF KING HENRY THE EIGHTH'S FOUNDATION

(2)

("Tenant") ACCELRYS LIMITED (company number 02326316) whose registered office is at The Quorum Barnwell Road Cambridge CB5 8RE

(3)

("Surety") ACCELRYS INC incorporated in the state of Delaware whose principal place of business is CN 5350 Princeton New Jersey 08543-5350

(4)

("Company") TRINITY COLLEGE (CSP) LIMITED (company number 03393539) whose registered office is at 112 Hills Road Cambridge CB2 1PH

NOW THIS LEASE WITNESSETH as follows:

1   Definitions and Interpretation

1.1

In this Lease unless the context otherwise requires:

"Authority" means any statutory public local or other authority or any court of law or any government department or agency or other competent body or any of them or any of their duly authorised officers

"Basic Rent" means £[NB To be calculated pursuant to the Agreement] per annum (subject to increase as provided in part 1 of schedule 3)

"Company" means Trinity College (CSP) Limited or any successor company responsible for the management of the Estate

"Connected Person" means any person, firm or company which is connected with the Tenant for the purposes of section 839 Income and Corporation Taxes Act 1988

"Consent" means an approval permission authority licence or other relevant form of approval given by the Landlord in writing

"Deeds of Grant" means two Deeds of Grant of Easement each being dated 10^th November 2000 the first being made between Aula Limited (1) the Landlord (2) and the Company (3) and the second being made between the Landlord (1) Aula Limited (2) and the Company (3)

"Enactments" shall include all present and future Acts of Parliament (including but not limited to the Public Health Acts 1875 to 1961 the Factories Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire Precautions Act 1971 the Defective Premises Act 1972 the Health and Safety at Work etc. Act 1974 the Environmental Protection Act 1990 and the Planning Acts) and all notices directions orders regulations bye-laws rules and conditions under or in pursuance of or deriving effect therefrom and any reference herein to a specific enactment or enactments (whether by reference to its or their short title or otherwise) shall include a reference to any enactment amending or replacing the same and any future legislation of a like nature

"Environmental Damage" means any damage to human health or the environment which constitutes a breach of any Legal Obligation or gives rise to a civil claim for damages

"Estate" shall mean Cambridge Science Park shown edged red and blue on Plan 2 situate adjoining Milton Road partly in the City of Cambridge and partly in the County of Cambridgeshire together with any such further neighbouring area in respect of which the Landlord or its lessees may from time to time or at any time during the Period of Limitation receive planning permission

1

to develop for uses similar or ancillary to the use of the said area edged red and blue and which the Landlord during the Period of Limitation elects to include in Cambridge Science Park

"Existing Encumbrances" means the documents referred to in part 2 of schedule 2 of this Lease

"Group Company" has the meaning ascribed to it by s.42 Landlord and Tenant Act 1954

"Hazardous Material" means any substance which is inflammable explosive dangerous or otherwise known or reasonably believed to be harmful to human health or the environment and for that reason subject to statutory controls on production use storage or disposal

"Insured Risks" means at any particular time the risks of loss or damage by riot civil commotion (if available on reasonable commercial terms and at reasonable commercial cost) fire storm flood explosion bursting or overflow of water tanks boilers or apparatus impact by road vehicles aircraft and other aerial devices or articles dropped therefrom and the risk of any other kind of loss or damage which the Landlord may from time to time in their absolute discretion deem it desirable to insure against and against which they shall at that particular time have a policy of insurance in effect subject to such exclusions and limitations as the insurers may impose and subject in every case to the availability of insurance cover against the risk and subject to the conditions on which and to the extent that insurance cover against each risk is generally available in relation to property such as the Premises

"Interest" shall mean interest at the yearly rate of four per cent above the base rate published from time to time by Barclays Bank PLC or (in the event of base rate or Barclays Bank PLC ceasing to exist) such other equivalent rate of interest as the Landlord may from time to time in writing specify

"Landlord" shall include any party for the time being entitled to the reversion immediately expectant upon the end of the Term

"Landlord's Neighbouring Premises" means any land or buildings now or hereafter during the Period of Limitation erected adjoining or neighbouring the Premises (whether beside under or over) which belong to the Landlord now or hereafter during the Period of Limitation

"Legal Obligation" means any obligation from time to time created by any Enactment or Authority which relates to the Premises or their use

"Period of Limitation" means the period of eighty years commencing on the date hereof or such longer period as the law may permit (which period is hereby specified as the perpetuity period applicable to this Lease under the rule against perpetuities)

"Phase VI" means that part of the Estate edged blue on Plan 2

"Phase VI Planning Agreement" shall mean an Agreement dated 17^th October 2000 made between the Landlord (1) Aula Limited (2) Cambridgeshire County Council (3) made pursuant to Section 106 of the Town and Country Planning Act 1990

"Plan 1" shall mean the plan numbered 1 annexed hereto

"Plan 2" shall mean the plan numbered 2 annexed hereto

"Planning Acts" means the Town and Country Planning Acts 1948 to 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Local Government Planning and Land Act 1980 and all notices directions orders regulations byelaws rules and conditions under or in pursuance of or deriving effect therefrom from time to time and any reference herein to these or any other Act or Acts shall include a reference to any statutory modification or re-enactment thereof for the time being in force and any future legislation of a like nature

2

"Planning Agreement" shall mean:

(a)

an agreement dated 8th November 1971 made pursuant to section 37 of the Town and Country Planning Act 1962 between the County Council of the Administrative County of Cambridgeshire and Isle of Ely (1) and the Landlord (2) and



(b)

an agreement dated 19th August 1975 made pursuant to section 52 of the Town and Country Planning Act 1971 between the same parties and in the same order as the section 37 agreement and



(c)

an agreement dated 2nd February 1982 made pursuant to section 52 of the Town and Country Planning Act 1971 between South Cambridgeshire District Council (1) and the Landlord (2) and



(d)

an agreement dated 26th June 1984 made pursuant to section 52 of the Town and Country Planning Act 1971 between South Cambridgeshire District Council (1) and the Landlord (2) and



(e)

an agreement dated 2nd June 1988 made pursuant to section 52 of the Town and Country Planning Act 1971 between South Cambridgeshire District Council (1) and the Landlord (2)



(f)

an agreement dated 15^th February 1999 made pursuant to section 106 of the Town and Country Planning Act 1990 between Cambridgeshire County Council (1) and the Landlord (2)

"Premises" means the property hereby demised as described in part 1 of schedule 1 including all Service Channels exclusively serving such property and fixtures and fittings (other than trade or tenant's fixtures and fittings) therein together with all additions alterations and improvements to such property

"Rent Commencement Date" means [Insert date 97 days after Practical Completion Date]

"Rights" means the rights described in part 2 of schedule 1 of this Lease

"Service Channels" means all such flues sewers drains ditches pipes wires watercourses cables channels gutters ducts and other conductors of services and plumbing and ventilating equipment and motors appurtenant thereto as are now existing or which may be constructed or laid during the Term and within the Period of Limitation as herein defined

"Service Rent" shall have the meaning ascribed to that expression in part 3 of Schedule 3

"Surety" means a person who has entered into a guarantee of the Tenant's covenants contained in this Lease in the form of the guarantee set out in schedule 6 (whether by separate deed pursuant to the provisions of this Lease or otherwise) and shall include the Surety's successors whether by substitution or otherwise including personal representatives

"Surveyor" means the Surveyors Consulting Engineers and Agents for the time being of the Landlord

"Tenant" shall include the person in whom the Term is presently vested

"Term" means the total period of demise hereby granted and (other than in the case of the references to the term in the definition of "Relevant Date" and in the habendum of this Lease) includes any period of holding over or any extension or continuance of the contractual term by Enactment or otherwise

1.2

Words importing the masculine gender only include the feminine gender and vice versa and include any body of persons corporate or unincorporate words importing the singular number only include the plural number and vice versa and the word "person" shall include any body of persons corporate or unincorporate and all covenants by any party hereto shall be deemed to be joint and

3

several covenants where that party is more than one person and any covenant by the Tenant not to do or not to do or omit 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 or omitted

1.3

(a) References to numbered clauses and schedules are references to the relevant clause or schedule to this Lease and references to numbered paragraphs are references to the numbered paragraphs of that schedule or the part of the schedule in which they appear

(b)

The clause paragraph and schedule headings do not form part of this lease and are not to be taken into account when construing it

1.4

This instrument

(a)

is executed as a deed and by its execution the parties authorise their solicitors to deliver it for them when it is dated

(b)

was delivered when it was dated

(c)

is entered into pursuant to an agreement for lease

1.5

This Lease is a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995

2   The demise habendum and reddendum

2.1

In consideration of the several rents and covenants on the part of the Tenant herein reserved and contained the Landlord HEREBY DEMISES unto the Tenant ALL THOSE premises more particularly described in schedule 1 TOGETHER WITH (in common with the Landlord their lessees and assigns and all other persons from time to time having the like rights) the Rights EXCEPT AND RESERVING UNTO THE LANDLORD and its successors in title assigns and lessees and all persons from time to time authorised by it the interests rights reservations and exceptions more particularly set out in part 1 of schedule 2 TO HOLD the Premises unto the Tenant SUBJECT to (but with the benefit of) the Existing Encumbrances and to any or all easements and other rights (if any) now subsisting over or which may affect the same from [insert Practical Completion Date] 200[  ] [to [  ]200[  ]] [insert quarter day succeeding the Practical Completion Date if Practical Completion Date is not a quarter day—otherwise delete words in italics] and thereafter for the term of 20 years but determinable nevertheless as hereinafter provided YIELDING AND PAYING THEREFOR unto the Landlord during the Term by way of rent

(a)

yearly and proportionately for any fraction of a year the Basic Rent (which shall be subject to increase as provided in part 1 of Schedule 3) the first such payment or a proportionate part thereof in respect of the period from the Rent Commencement Date to [insert the next regular quarter day after the Rent Commencement Date] to be made on the Rent Commencement Date and thereafter such rents to be paid by equal quarterly instalments in advance on the four usual quarter days in every year

(b)

on demand the rents specified in part 2 of schedule 3

(c)

the Service Rent (which shall be payable in accordance with clause 3.2 of this Lease at the time and in the manner prescribed in part 3 of Schedule 3)

(d)

any other sums which may become due from the Tenant to the Landlord under the provisions of this Lease

    all such payments to be made without any deduction

4

3   Tenant's covenants

3.1

The Tenant HEREBY COVENANTS with the Landlord to observe and perform all the covenants and provisions on the Tenant's part set out in Schedule 4

3.2

The Tenant HEREBY COVENANTS with the Company and as a separate and distinct covenant with the Landlord at all times during the Term:

(a)

(subject to clause 6.15 below) to pay the Service Rent at the times and in the manner provided in part 3 of schedule 3 and

(b)

to observe and perform the obligations on its part contained in part 3 of Schedule 3

(c)

upon each assignment of this Lease the Tenant shall procure that the Assignee enters into and completes a Deed of Covenant in favour of the Company upon like terms to this clause 3.2

4   Landlord's covenants

4.1

The Landlord HEREBY COVENANTS with the Tenant to observe and perform all the covenants and provisions on the Landlord's part set out in Schedule 5

5   Company's covenants

5.1

The Company hereby covenants with the Tenant as a separate and distinct covenant with the Landlord at all times during the Term to observe and perform all the covenants and provisions on the Company's part set out in part 3 of Schedule 3

5.2

The Company hereby covenants with the Tenant that upon each assignment of this Lease the Company shall enter into and complete a Deed of Covenant in favour of such assignee upon like terms to clause 5.1 above and this clause 5.2

6   Proviso agreement and declaration

6.1

Forfeiture

    Without prejudice to any other rights of the Landlord if:

(a)

the whole or part of the rent remains unpaid twenty one days after becoming due (whether demanded or not) or



(b)

any of the Tenant's covenants in this Lease are not performed or observed or



(c)

the Tenant or any guarantor or surety of the Tenant's obligations under this Lease



(i)

proposes or enters into any composition or arrangement with its creditors generally or any class of its creditors or



(ii)

is the subject of any judgment or order made against it which is not complied with within seven days or is the subject of any execution distress sequestration or other process levied upon or enforced against any part of its undertaking property assets or revenue or



(iii)

being a company:



(A)

is the subject of a petition presented or an order made or a resolution passed or analogous proceedings taken for appointing an administrator of or winding up such company (save for the purpose of and followed within four months by an amalgamation or reconstruction which does not involve or arise out of insolvency or give rise to a reduction in capital and which is on terms previously approved by the Landlord) or

5

(B)

an encumbrancer takes possession or exercises or attempts to exercise any power of sale or a receiver or administrative receiver is appointed of the whole or any part of the undertaking property assets or revenues of such company or



(C)

stops payment or agrees to declare a moratorium or becomes or is deemed to be insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986

(iv)

being an individual:



(A)

is the subject of a bankruptcy petition or bankruptcy order or



(B)

is the subject of an application or order or appointment under section 253 or section 273 or section 286 Insolvency Act 1986 or



(C)

is unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of sections 267 and 268 Insolvency Act 1986

(d)

any event occurs or proceedings are taken with respect to the Tenant or any guarantor of the Tenant's obligations under this Lease in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in clause 6.1(c)

then and in any of such cases the Landlord may at any time (and notwithstanding the waiver of any previous right of re-entry) re-enter the Premises whereupon this Lease shall absolutely determine but without prejudice to any right of action of the Landlord in respect of any previous breach by the Tenant of this Lease PROVIDED THAT if any of the events referred to in clause 6.1(c) or 6.1(d) occurs in respect of any guarantor or surety of the Tenant in circumstances where a new surety is provided by the Tenant pursuant to the provisions of paragraph 26 of schedule 4 then any such re-entry shall cease and determine and the parties shall be restored to the position they were in prior to such event PROVIDED FURTHER THAT in such circumstances the Landlord shall not effect peaceable re-entry

6.2

Notices

    Any notice under this Lease shall be in writing and any notice

(a)

to the Tenant or the Surety shall be deemed to be sufficiently served if



(i)

left addressed to the Tenant on the Premises or



(ii)

sent to the Tenant or the Surety by post at the last known address or (if a Company) registered office of the Tenant or the Surety and

(b)

to the Landlord shall be deemed to be sufficiently served if



(i)

sent to the Landlord by post at the last known address or (if a Company) registered office of the Landlord



(ii)

whilst the reversion immediately expectant on the determination of the Term is vested in the original Landlord (as named herein) addressed to the Landlord's Senior Bursar and delivered to him personally or sent to him by post

6.3

Rent abatement

If the Premises or the access thereto are destroyed or rendered wholly or partly unfit for use by any of the Insured Risks then (provided the destruction or damage is not caused by the act or default of the Tenant or any person on the Premises with the Tenant's express or implied authority or any predecessor in title of any of them so that the insurance policy effected in respect of the Premises is vitiated or payment of any part of the policy money is withheld) a fair proportion of

6

the Basic Rent according to the extent of the damage sustained and (in the case of the Premises being wholly unfit for use) the Service Rent shall cease to be payable for the shorter of a period of three years or the period during which the Premises or the access thereto remain unfit for use and any dispute with reference to this proviso shall be referred to arbitration in accordance with clause 6.7 below

6.4

Part II Landlord and Tenant Act 1954

If this Lease is within Part II of the Landlord and Tenant Act 1954 then subject to the provisions of subsection (2) of section 38 of that Act neither the Tenant nor any assignee or undertenant of the Term or of the Premises shall be entitled on quitting the Premises to any compensation under section 37 of that Act

6.5

Warranties

The Tenant hereby acknowledges and admits that the Landlord has not given or made any representation or warranty that the use of the Premises herein authorised is or will remain a permitted use under the Planning Acts

6.6

Landlord's powers to deal with the Landlord's Neighbouring Premises

Notwithstanding anything herein contained the Landlord and all persons authorised by the Landlord shall have power without obtaining any consent from or making any compensation to the Tenant to deal as the Landlord may think fit with the Landlord's Neighbouring Premises and to erect thereon or on any part thereof any building whatsoever and to make any repairs alterations or additions and carry out any demolition or rebuilding whatsoever (whether or not affecting the light or air to the Premises) which the Landlord may think fit or desire to do PROVIDED THAT in the exercise of such power the Landlord will not cause the Premises to be rendered unsuitable for the Tenant's use and business nor at any time materially restrict access thereto

6.7

Arbitration

(Unless this Lease otherwise provides) if any dispute or difference shall arise between the parties hereto touching these presents or the rights or obligations of the parties hereunder such dispute or difference shall in the event of this Lease expressly so providing and otherwise may by agreement between the parties be referred to a single arbitrator to be agreed upon by the parties hereto or in default of agreement to be nominated by the President or Vice President for the time being of the Royal Institution of Chartered Surveyors on the application of any party in accordance with and subject to the provisions of the Arbitration Act 1996

6.8

Landlord's obligations

Nothing herein contained shall render the Landlord liable (whether by implication of law or otherwise howsoever) to do any act or thing which the Landlord has not expressly covenanted to carry out provide or do in schedule 5

6.9

Value added tax

Any consideration on supplies made by the Landlord under this Lease is exclusive of value added tax (or any substituted tax)

6.10

Reference to Rights

Any reference to any right or easement exercisable by the Landlord should be deemed to include the exercise of such right or easement (to the extent that they pertain to the management of the Estate) the Company or any mortgagee of the Landlord or of the Company

7

6.11

References to Consents

In every case where there is an obligation on the part of the Tenant to obtain consent or approval from the Landlord there should be deemed to be included an obligation to obtain consent and approval from any mortgagee of the Landlord and the Landlord should be entitled to withhold the giving of its consent or approval until the consent or approval of any such mortgagee has first been granted PROVIDED THAT there shall be no such obligation if the mortgagee of the Landlord is entitled to withhold consent or approval on terms which are more restrictive to the Tenant than the terms applicable to the Landlord pursuant to this Lease

6.12

References to Rights of Entry

All rights of entry exercisable by the Landlord or (to the extent that they pertain to the management of the Estate) the Company or any mortgagee or persons authorised by the Landlord or the Company shall extend to and include their respective surveyors servants contractors agents licensees and work people with or without plant appliances and materials

6.13

Third Party Rights

The parties intend that no person who is not a party to this lease is to have the benefit of or be capable of enforcing any term of this lease as a result of the Contracts (Rights of Third Parties) Act 1999.

6.14

Proper law

This Lease will be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.

The Surety irrevocably authorises and appoints Accelrys Limited of Unit 334 Cambridge Science Park Milton Road Cambridge (or such other person or body resident in England or Wales as it may from time to time by written notice to the other parties hereto substitute) to accept service of all legal process arising out or connected with this agreement and service on Accelrys Limited (or such substitute) will be deemed to be service on the Surety.

6.15

Service Rent

Payment by the Tenant to the Company of the Service Rent in accordance with clause 3.2 of this Lease shall be a full and sufficient discharge of any obligation on the part of the Tenant to pay the same to the Landlord to the intent that having made payment to the Company under no circumstance shall the Tenant be liable to make the same payment (or any part of that payment) to the Landlord

7   Surety's covenant

7.1

The Surety (in consideration of this demise having been made at the Surety's request) hereby covenants with the Landlord (as principal and not merely as guarantor) that the Surety will observe and perform the covenants agreements and declarations set out in schedule 8

8   Personal Rent Abatement

8.1

It is further hereby agreed and declared that for so long only as

(a)

Accelrys Limited is the Tenant under this Lease and personally remains in actual occupation of whole or not less than 30% of the net internal area of the Premises and

(b)

Accelrys Inc continues in its capacity as surety under this Lease

8

then the Basic Rent shall be rebated by the yearly amounts specified in column 1 below during the periods specified in column 2 below each of which said periods shall be calculated from [Insert Practical Completion Date]

such rebates to be applicable by equal quarterly instalments against the payment of the Basic Rent

9

Schedule 1

Part 1
The property included in this demise

    ALL THAT piece or parcel of land forming part of Cambridge Science Park and known as Unit 334 as the same is more particularly delineated on Plan 1 and thereon edged red and for the purpose of identification only delineated on Plan 2 and thereon edged green together with the buildings standing thereon or on some part thereof

Part 2

1   Right to services

1.1

At all times hereafter the right of passage and running of appropriate services through the Service Channels now in under or across the public highway abutting upon the southern boundary of the property described in part 1 of this schedule and to make connection with such Service Channels or any of them for the purpose of exercising the said rights and all such rights of access for the Tenant and the Tenant's lessees and employees as may from time to time be reasonably required for the purpose of laying inspecting cleansing repairing maintaining renewing or adding to such Service Channels or any of them but the enjoyment of the aforesaid rights shall be subject to the Tenant or other the person or persons exercising the same or having the benefit thereof being liable to make good all damage to the Estate or the Landlord's Neighbouring Premises thereby occasioned with reasonable dispatch

2   Right of way

2.1

The right of way for all purposes reasonably necessary for the use and enjoyment of the Premises for the purposes herein authorised but not further or otherwise with or without vehicles over the roadways coloured brown on Plan 2 (if and so far as the same are not adopted) subject (for the avoidance of doubt) to the terms of the Phase VI Planning Agreement and to the Deeds of Grant

3   Right to support

3.1

The right to support now or hereafter belonging to or enjoyed by the Premises

10

Schedule 2

Part 1
Exceptions and reservations in favour of the Landlord

1   Right to light and air

1.1

The Tenant shall not be entitled to any right of access of light or air to the Premises which would restrict or interfere with the user of the Estate or any of the Landlord's Neighbouring Premises for building or otherwise howsoever

2   Right to enter to cultivate

2.1

A right of access at all times together with the Company's surveyor the Landlord's and the Company's employees servants workmen and all persons authorised by the Landlord to all such parts of the Premises as shall from time to time be unbuilt upon for the purpose of cultivating planting maintaining and landscaping the same in such manner as shall in the absolute discretion of the Landlord from time to time seem appropriate

3   Right to restrict access

3.1

A right to restrict vehicular access between Phase VI and the remainder of the Estate for the purpose of complying with the provisions of the Phase VI Planning Agreement

4   Right to services

4.1

At all times hereafter the right of passage and running of appropriate services through the Service Channels forming part of the Premises and to make connection with such Service Channels or any of them for the purpose of exercising the said rights and all such rights of access for the Landlord the Surveyor and the Landlord's lessees and employees and all persons from time to time authorised by the Landlord as may from time to time be reasonably required for the purpose of laying inspecting cleansing repairing maintaining or renewing such Service Channels or any of them but the enjoyment of the aforesaid rights shall be subject to the Landlord or other the person or persons exercising the same or having the benefit thereof giving reasonable prior notice save in emergency and being liable to make good all damage to the Premises thereby occasioned as soon as practicable

Part 2
Existing Encumbrances

1

The Service Charge Deed dated 10.11.2000 and made between Aula Limited (1) the Master Fellows and Scholars of Trinity College Cambridge (2) the Company (3)

2

The Planning Agreements

3

Water pipe adjacent to northern boundary

4

Fibre optic cables adjacent to the western boundary

5

The rights of the water authority in relation to the first public drain

6

The rights of Eastern Electricity Board in relation to the substation site in the south west corner of the Premises

7

The rights of Eastern Electricity Board in relation to the overhead power cables

11

Schedule 3

The rents payable by the Tenant
Part 1—Rents payable quarterly

1   Definitions

1.1

In this part of this schedule the following words shall have the following meanings

(a)

the "Relevant Date" shall mean [insert fifth anniversary of Practical Completion if practical completion occurred on a quarter day. Otherwise insert fifth anniversary of quarter day immediately succeeding Practical Completion] and every fifth anniversary of that date during the Term

(b)

"the Full Open Market Yearly Rent" shall mean the best yearly rent for which the whole of the Premises excluding for all purposes of this part of schedule 3 the floor area of the plant rooms (but for the avoidance of doubt it shall be assumed that the plant installed therein by the Landlord at the Landlord's expense exists and serves the Premises) might reasonably be expected to let (or if a part or parts of the Premises are underlet then the total of the best yearly rents for which each underlet part and the remainder of the Premises (if any) might reasonably be expected to let separately) in the open market by a willing landlord to a willing tenant (or willing tenants as the case may be) (after the expiry of any rent free period or period of concessionary rent which may then be usual on the grant of a new lease to enable a tenant to carry out fitting out works) on the assumption (if not fact) that

(i)

the Premises are fully repaired maintained and decorated in accordance with the provisions of this Lease and are vacant and fit for immediate occupation and use (and all Legal Obligations are complied with and all requisite consents and permissions for the use of the Premises have been obtained) and that no work has been carried out thereon which would diminish the rental value of the Premises and that in case the Premises had been damaged or destroyed by any of the Insured Risks they had been fully restored in accordance with the terms hereof and

(ii)

the lease of the Premises shall be for a term of ten years certain without payment of a fine or premium or any other form of inducement being offered or received and upon the same terms provisions agreements and declarations (other than as to the amount of rent and any rent free period hereunder but including like provisions for the review of rent to those herein contained) and covenants on the part of the Landlord and the Tenant as those herein contained

(iii)

the willing tenant has received whatever rental concessions or other inducements which may at the time be usual on the grant of a new lease with vacant possession to enable it to carry out fitting out works

    there being disregarded

(A)

any effect on rent of the fact that the Tenant or any undertenant or their respective predecessors in title have been in occupation of the Premises and



(B)

any goodwill attached to the Premises by reason of trade or business carried on therein by the Tenant or any undertenant or their respective predecessors in title and



(C)

any effect on rent of any improvement (including any carried out during the period of the agreement for the grant of this Lease) to the Premises (being an improvement effected or completed within a period of twenty one years immediately preceding the Relevant Date on which the rent is being reviewed) carried out by the Tenant or any

12

undertenant or their respective predecessors in title in that capacity with the prior consent in writing of the Landlord (where required pursuant to this Lease) other than an improvement effected at the expense of the Landlord or in pursuance of an obligation to the Landlord whether under this Lease or otherwise AND PROVIDED THAT the Landlord or their predecessors in title have not had or been entitled to vacant possession of the Premises since the improvement was carried out and

(D)

as far as may be permitted by law all restrictions whatsoever relating to rent contained in any Enactments (whether relating to the method of determination of rent or otherwise)

2   The rent review

2.1

At each Relevant Date the rent shall be reviewed in accordance with the provisions of this part of this schedule and from and after each Relevant Date the Tenant shall pay to the Landlord by way of rent in respect of the Premises whichever is the greater of

(a)

the maximum yearly rent payable hereunder immediately prior to that Relevant Date and

(b)

the Full Open Market Yearly Rent for the Premises at that Relevant Date such Full Open Market Yearly Rent to be determined (in default of agreement between the Landlord and the Tenant) by arbitration in accordance with clause 6.7 of this Lease on the application of the Landlord or the Tenant made at any time before or after that Relevant Date

but so that (for the avoidance of doubt) any delay in the implementation of a review of rent hereunder until after a Relevant Date shall not prejudice the review of rent with effect from that Relevant Date

3   Memorandum of agreement as to rent

3.1

As soon as practicable after the agreement or determination of the amount of the Full Open Market Yearly Rent a memorandum recording the same shall be endorsed on or otherwise annexed to the Original and Counterpart of this Lease

4   Where assessment of rent delayed

4.1

Should the rent to be agreed or determined in accordance with paragraph 2 (herein in this paragraph 4.1 called "the New Rent") not have been agreed or determined as aforesaid by any Relevant Date then the Tenant shall on and after that day pay rent at the rate equal to the rent payable immediately before that Relevant Date (herein in this paragraph 4.1 called "the Old Rent") and so soon as the New Rent shall have been agreed or determined as aforesaid the Tenant shall forthwith pay to the Landlord by way of additional rent the difference between the New Rent and the Old Rent for each quarter for which the New Rent should have been paid together with interest thereon at a rate four per cent below the rate of Interest from the date upon which the same became payable until the date of payment

5   Intermediate rent periods

5.1

If at any Relevant Date the Landlord shall be obliged legally or otherwise to comply with any Enactments dealing with the control of rent and which shall restrict or modify the Landlord's right to review the Old Rent or to receive the New Rent (which expressions are defined in paragraph 4.1) in accordance with the terms hereof then the Landlord shall as often as such enactment is removed relaxed or modified be entitled to give not less than one month's notice in writing (herein called "an Intermediate Rent Review Notice") to the Tenant expiring not earlier than the date of each such removal relaxation or modif