This Practice Note provides an overview of the main issues to be considered in relation to superyacht finance. Whilst the law underpinning yacht finance is, in principle, the same as for any ship, there are considerable differences of practice by comparison with mainstream ship finance. A commonly agreed definition of a ‘superyacht’ is a luxury yacht (motor or sailing) that is greater than 24 metres (79 feet) in length. Lenders will finance the purchase of second-hand yachts, new build projects (pre and/or post-delivery) and yacht refits. The borrower is very often an offshore, single purpose vehicle (SPV). Specialist yacht lenders are generally private banks or private wealth divisions of large international banks who will require a personal guarantee from the high-net worth individual who is the client and ultimate beneficial owner together with the deposit of assets under management. This Practice Note addresses the following topics: • finance leases • loan finance • registration • tax and customs • insurance, and • enforcement of security Finance leases Yacht finance may

This Practice Note details those aspects of the sale and purchase of superyachts that notably differ from similar transactions involving commercial ships. For more information on the position in relation to commercial vessels generally, see Practice Note: Sale and purchase of second-hand vessels. Yacht builders will generally propose using their standard building contract for superyacht construction or alternatively the parties will negotiate a bespoke contract. For more on shipbuilding contracts for other types of vessel, see Practice Note: Shipbuilding contracts. This Practice Note deals with the sale of a completed or second-hand superyacht, very frequently sold through a yacht broker. The standard sale form (see The MYBA form below ) is the most widely used form of contract for second-hand superyachts bought and sold in Europe. The standard form is based on the principle ‘caveat emptor’ putting the onus on the buyer to conduct due diligence. Following acquisition, the buyer’s choice of flag under which the superyacht is registered and the choice of owning company structure must take into account the owner’s convenience,

This Practice Note covers the main areas involved in taking security over a superyacht and highlights the issues which set it apart from mainstream ship finance. For more information on taking security over commercial vessels in general, see Practice Note: Shipping finance—security. Lender’s security can be grouped into three categories—security over the superyacht itself, security over rights connected to the superyacht and security over the beneficial owner’s other assets. Third parties may also acquire security rights over a superyacht (whether by contract or by law) in the form of liens over the superyacht. This last division is of particular importance to a lender, as certain liens can, in certain jurisdictions, take priority over the lender’s security. Which security it takes and when will depend in part on whether a lender is financing a new build or acquisition of a second-hand superyacht. Obtaining adequate security over a mobile asset is of paramount importance. The lender will limit the borrower to a number of preferred flag states in which to register the superyacht, as its laws and

This [ Agreement OR Deed] is made on [insert date] Parties 1 [Insert name of Seller] [of [insert address of Seller] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address of Seller]] (the ‘Seller’); 2 [Insert name of Buyer] [of [insert address of Buyer] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address of Buyer]] (the ‘Buyer’); 3 [[Insert name of Guarantor] [of [insert address of Guarantor] OR incorporated in England and Wales with company registration number [insert company registration

HM Land Registry Prescribed Clauses LR1. Date of the lease [date] LR2. Title Number[s] LR2.1 Landlord's title number[s] [title numbers out of which this lease is granted. Leave blank if not registered.] LR2.2 Other title numbers [existing title number[s] against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made.] LR3. Parties to this lease Landlord [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Tenant [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Other parties [ Guarantor [name of Guarantor] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address][details and specify capacity of other parties (eg management company, etc)]] LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. The Property as defined in clause 1. LR5. Prescribed statements etc [None

This Deed is made on [date] Parties 1 [insert name of Chargor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Chargor); and 2 [insert name of Lender] of [insert address] (the Lender). Recitals: (A) This Deed is supplemental to the Debenture (as defined below) pursuant to which the Chargor mortgaged and charged, among other things, all its then existing freehold and leasehold properties in favour of the Lender for the purpose of providing security to the Lender in respect of the Secured Obligations (as defined below). (B) The Chargor is entering into this Deed pursuant to clause [insert relevant clause number] (Further assurance) of the Debenture to grant a legal mortgage over the Mortgaged Property (as defined below) for the purpose of providing additional security to the Lender in respect of the Secured Obligations (as defined below). IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions [In this Deed, unless otherwise provided: Debenture • means the debenture dated [insert date of the debenture] pursuant to which the Chargor granted

Supplemental pleadings are documents filed after the original statement of case (or initial writ/pleading) to introduce facts, matters or events that occurred or came to light after those original pleadings were served. They do not replace the earlier pleadings but add to or update them, so the court can determine the real issues on the basis of the most current facts. In England and Wales and Northern Ireland, supplemental pleadings are governed by the Civil Procedure Rules and associated case law on amending statements of case and relying on post‑issue events. In Ireland and Scotland, the concept is similar, though the terminology may include further pleadings, minutes of amendment, or supplementary particulars depending on the court and procedure. Common uses include pleading new losses, subsequent breaches, mitigation steps, developments in causation or quantum, or regulatory or insolvency events arising after proceedings commence. Permission of the court (or leave) is often required, and misuse can be challenged as an abuse of process or as causing unfair prejudice. Properly used, supplemental pleadings promote procedural fairness and reduce the need for multiple related actions.

Life Sciences analysis: In recent years there has been a hardening of attitude in the Court of Justice case law concerning the grant of Supplementary Protection Certificates (SPCs) in which the claims of the base patent are based on pharmaceutical use distinctions (either so-called ‘Swiss style’ or EPC 2000 claims). In Newron, the Court of Appeal considered whether it was permissible to grant an SPC to a product marketed for combination use as an add on therapy. It considered a line of Court of Justice cases culminating with Santen. Although it considered an add-on therapy to be a different type of distinguishing use than that previously contemplated in the Court of Justice case law, it held that this led to no difference of result. The court therefore held that the SPC should be refused. Written by Richard Davis KC, barrister at Hogarth Chambers.

1 Contractor Liability See drafting note 2 Travel and

In relation to medicinal and plant protection products, a certificate provides patent like protection which lasts up to 5.5 years from the end of the patent.

This Practice Note provides an introduction to supplementary protection certificates (SPCs) and paediatric extensions (PEs) in the EU. It explains the rationale for their introduction, how and when to apply for them and how long they last. This Practice Note also considers the key judgments from the Court of Justice concerning the interpretation of Regulation (EC) 469/2009 and Regulation (EC) 1610/96, which govern SPCs for medicinal products and plant protection products (PPPs) in the EU. Supplementary protection certificates (SPCs) What is an SPC? An SPC extends the protection conferred by a patent to a particular plant protection or medicinal product by up to five years, provided certain conditions are met (see: Conditions for obtaining an SPC in an EU Member State below). It does not extend the patent term in relation to products outside the scope of the SPC, and is not, therefore, a ‘patent term extension’ as such. The rights granted by an SPC in relation to the protected product are the same as those granted

This Practice Note provides an introduction to supplementary protection certificates (SPCs) and paediatric extensions (PEs) in the UK. It explains the rationale for their introduction, how and when to apply for them and how long they last. This Practice Note also considers the key judgments on SPCs from the courts of England and Wales and guidance on SPC procedure issued by the UK Intellectual Property Office (IPO). It also discusses many references to the Court of Justice concerning the interpretation of Regulation (EC) 469/2009 and Regulation (EC) 1610/96, which govern SPCs for medicinal products and plant protection products in the EU (and, prior to Brexit, in the UK). The resulting Court of Justice decisions have shaped the scope of SPC protection in the EU and UK. For guidance on whether judgments of the Court of Justice are binding on UK courts, see Practice Note: Assimilated law—Assimilated case law. For a discussion focusing solely on the EU SPC regime, see Practice Note: Supplementary protection certificates and paediatric extensions—EU. Supplementary