**Exhibit 10.25**

 

**LEASE**

 
| **(A)** | **DESCRIPTION OF LAND** |   |
|---------|-------------------------|--------|

 
| ** ** | ** ** | **CT**                      | ** **                  | ** ** | ** ** | ** **                                                        | ** **                                                                 | ** **            |
|------------|------------|-----------------------------|-----------------------------|------------|------------|-------------------------------------------------------------------|----------------------------------------------------------------------------|-----------------------|
| ** ** | ** ** | ** **                  | ** **                  | ** ** | ** ** | **Whole or  part lot (if state  approved new lot/strata lot no)** | ** **                                                                 | **Property  Address** |
|       |       | **VOL**                     | **FOL**                     | ** ** | **MK**     | ** **                                                        | ** **                                                                 | ** **            | ** ** |
|       |       | (     ) | (     ) |       | 7          |                                                              | Part of lot 1631X comprising  strata lot U(     ) |                  | 7 Gul Circle Singapore  629363 |

 
| **(B)** | **LESSOR**                                                                                                                                                       |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                             |
|    | Co regn no                                                                                                                                                       | 197302345E |
|    | Name                                                                                                                                                             | **KEPPEL LOGISTICS PTE LTD** |
|    | Address                                                                                                                                                          | 7 Gul Circle Singapore 629363 |
|    |                                                                                                                                                             |   |
|    | the registered proprietor of the land above  described **HEREBY LEASES**all its  registered estate or interest in the said land to                               |
|    |                                                                                                                                                             |
| **(C)** | **LESSEE**                                                                                                                                                       |
|    |                                                                                                                                                             |
|    | Co regn no                                                                                                                                                       | 200103248W |
|    | Name                                                                                                                                                             | **AFFYMETRIX PTE LTD** |
|    | Place of Incorporation                                                                                                                                           | Singapore |
|    | Address                                                                                                                                                          | #’1 The Gemini, 41 Science Park Road  Singapore, 117610 |
|    |                                                                                                                                                             |   |
|    | For the term hereinafter stipulated, the  Lessee YIELDING AND PAYING to the Lessor therefore the rents hereinafter  SUBJECT TO the following prior encumbrances: |
|         |                                                                                                                                                                  |  |  |

 

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**(D)****              PRIOR ENCUMBRANCES**

 

NIL

 

AND to the following covenants, conditionsand stipulations:

 

**(E)****               COVENANTS AND CONDITIONS**

 

**1****                  INTERPRETATION**

 

1.1               Inthis Lease the following words and expressions shall where the context soadmits have the following meaning :-

 

“Building” means the office and/or warehousebuilding and open rooftop space for cooling towers of which the Premises frompart and refers to each and every part of the Building and the car parks,service, loading and any other areas the use and enjoyment of which isappurtenant to the Building.

 

“Conducting Media” means drains, sewers,conduits, flues, gutters, gullies, channels, ducts, shafts, watercourses,pipes, cables, wires and mains or any of them.

 

“Deposit” means the sum deposited by theLessee with the Lessor pursuant to clause 3.4.

 

“Dollars” means Singapore Dollars and thesign “$” shall have the corresponding meaning;

 

“Floor Area” in relation to the Premisesmeans the floor area specified in Clause 6.6.

 

“Head Lease” means the lease between the MainLessor and the Lessor in respect of the Land and includes all amendments ormodification thereof;

 

“Interest” means interest at the rate perannum of twelve per cent (12%) or such other rate or rates as the Lessor mayspecify from time to time calculated on a daily basis and on the basis of a 365-dayyear (as well after as before judgment).

 

“Land” means the land known as GovernmentResurvey Lot 1631X of Mukim 7 at No.7 Gul Circle Singapore 629563.

 

“Lease” includes any instruments supplementalto it.

 

“Lessee” includes, if the Lessee is anindividual, his personal representatives and permitted assigns, or if the Lesseeis a company, its successors in title and permitted assigns.

 

“Lessee’s Works” means such fitting out orother works as the Lessee may require to carry out in connection with the useand enjoyment of the Premises in accordance with this Lease, and includesfitting out works referred to in Clause 2.4.

 

“Lessor” includes its successors, assigns andall persons entitled to the reversion immediately expectant upon thedetermination of this Lease.

 

“Main Lessor” means Jurong Town Corporation;

 

“Month” means a calendar month;

 

“Required Condition” means the state andcondition of the Premises as may be specified by the Lessor and theaforementioned specifications may relate to the concrete topping, ceilingboards, standard lighting and sprinklers originally provided by the Lessor,without any internal fitting-out works by the Lessee.

 

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“Permitted Occupier” means any person on theDemised Premises expressly or by implication with the Lessee’s authority.

 

“Premises” means the premises described in Schedule 1,the boundaries and location of which are shown in the attached plans markedAnnexures A and B, excluding the exterior faces of external walls, the exteriorfaces of boundary walls and the roof.

 

“Rent” means the rent for the time beingpayable by the Lessee in accordance with Schedule 4.

 

“Requisite Consents” means those permissions,consents, approvals, licenses, certificates and permits in legally effectualform as maybe necessary lawfully to commence, carry out and complete the Lessee’sWorks.

 

“Surveyor” means the registered surveyor forthe time being engaged by the Lessor as the surveyor for the Building.

 

“Term” means the term of years granted bythis Lease.

 

1.2               Allreferences to the approval or consent of the Lessor herein shall mean thewritten approval or consent of the Lessor and shall include any conditions asmay be imposed by the Lessor.

 

**2****                  DEMISE**

 

2.1               Inconsideration of the rents and utilities charges hereinafter reserved and theLessee’s covenants hereafter contained, the Lessor hereby lets and the Lesseehereby takes ALL the Premises together with the rights set out in Schedule 2but EXCEPTING AND RESERVING to the Lessor the rights as stated in Schedule 3,for a term of **Three (3) years**hereinaftercalled **“the Term”**) commencing from1 January 2006 (hereinafter called **“theCommencement Date”**) subject always to Clause 6.1 below.

 

2.2               TheLessee acknowledges that the boundaries and configuration of the Premises shownon the enclosed floor plan are subject to the approval of the relevantauthorities including the Fire Safety Bureau of the Premises. If any change oramendment to the said boundaries or configuration is required in order tocomply with the requirements of the relevant government authorities, the Lesseeshall accept the amended boundaries, configuration and area of the Premises andshall not be entitled to demand compensation in respect of the changed area norclaim for damages or any remedy of whatever nature PROVIDED THAT if the amendmentto the boundaries, configuration and/or area of the Premises materially andadversely affect the Lessee’s use and enjoyment of the Premises or the Lessee’sbusiness conducted on the Premises, the Lessee may by notice in writing servedon the Lessor terminate this Lease forthwith and neither party shall have anyclaim against the other in connection with the termination.

 

2.3               TheLessor shall give and the Lessee shall take possession of the Premises on thefollowing dates:

 
| **Location of the Premises**          | ** ** | **Date of Possession** |
|---------------------------------------|------------|------------------------|
| ** **                            | ** ** | ** **             |
| 3rd Floor of the Warehouse  Building  |       | 1 November 2005   |
| Floor 2M of the Main Office Building  |       | 1 November 2005   |
| Open Rooftop space for cooling towers |       | 1 November 2005   |

 

2.4               **Lessee’s Works**

 

2.4.1            TheLessee shall carry out at the Lessee’s own costs and expense all works requiredby the Lessee for the purpose of fitting out the Premises including the workslisted hereunder:-

 

(a)       installationof all necessary aircon & mechanical ventilation distribution ductsconnecting the same to the main ACMV ducts of the Building;

 

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(b)       installationof additional sprinklers and/or any alteration to the sprinklers provided bythe Lessor, which may be required by reason of the position of the Lessee’sinternal partitions or otherwise;

 

(c)       installationof all necessary electrical wiring, conducts, fittings and fixtures;

 

(d)       installationof all necessary controls and detectors.

 

(e)       installationof Cleanroom facility and its related works for manufacturing of Gene Chipsmanufacturing;

 

(f)        necessarywork for upgrading the power supply;

 

(g)       necessaryplumbing and sanitary works to increase the toilet facilities;

 

(h)       obtainthe approval/clearance from the relevant authorities for these works; and

 

(i)        extensionof existing electrical substation and addition of switch gears.

 

2.4.2            Priorto the commencement of the Lessee’s Works, the Lessee shall at its own costsand expense engage consultants to consider and approve the layout andspecification for the Lessee’s Works. Such consultants shall not be deemed tobe agents or employees of the Lessor and the Lessee shall not have any claimwhatsoever against the Lessor in respect of any act, omission, default,misconduct or negligence of any such consultants.

 

2.4.3            Priorto the commencement of the Lessee’s Works, the Lessee shall its own costs andexpense submit to the Lessor for approval all plans, layouts, designs, drawingsand specifications for the Lessee’s Works before the Lessee submits the same toany relevant government authority for the approval.

 

2.4.4            TheLessee shall apply for and obtain the Requisite Consents in relation to theLessee’s Works.

 

2.4.5            Priorto the commencement of the Lessee’s Works, the Lessee shall effect and maintainat the Lessee’s cost and expense, comprehensive all risks insurance policiesand public liability policies, covering the period from the date ofcommencement and to the date of completion., of the Lessee’s Works each in anamount not less than Singapore Dollars Two million only (S$2,000,000.00) inrespect of any one occurrence with an insurance company approved by the Lessor,naming the Lessor and the Lessee’s fitting out contractor as the co-insuredparties for their respective rights and interests.

 

2.4.6            Followingthe approval of the Lessor and the obtaining of the Requisite Consents, theLessee shall proceed to carry out and complete the Lessee’s Works:-

 

(a)       inaccordance with the plans, layouts, designs, drawings, specifications and otherdetails approved by the Lessor in accordance with clause 6.4.2;

 

(b)       withgood and suitable materials;

 

(c)       underthe supervision of an architect or engineer appointed by the Lessee;

 

(d)       ina good and workmanlike manner in accordance with good building practice and incompliance with the local code of practice;

 

(e)       soas not to cause any obstruction or interference with the works of other lesseesor occupiers of the Building;

 

(f)        inaccordance with the Requisite Consents in relation to the Lessee’s Works;

 

(g)       incompliance with all statutes, orders and regulations made under codes ofpractice of local authorities and competent authorities affecting the Lessee’sWorks and/or the Premises; and

 

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(h)       withdue diligence.

 

The Lessee’s Works shall only be carried out by a main contractorappointed by the Lessee with the consent of the Lessor, such consent of theLessor, such consent not to be unreasonably withheld.

 

The main contractor approved by the Lessorpursuant to this clause shall not be deemed to be an agent or employee of theLessor and the Lessee shall not have any claim whatsoever against the Lessor inrespect of any act, omission, default, misconduct or negligence of any suchcontractor.

 

2.4.7            TheLessee shall permit the Lessor and its servants or agents at all reasonabletimes to enter into and inspect and view the Premises to ascertain if theLessee’s Works are or have been carried out in accordance with the provisionsof this clause 2.4. If any breach of the provisions of this clause 2.4 shall befound upon such inspection, the Lessee shall upon notice by the Lessor take allnecessary steps for the rectification of such breach.

 

2.4.8            TheLessee shall keep the Lessor indemnified against:-

 

(a)       thebreach, non-observance or non-performance of any Requisite Consents in relationto the Lessee’s Works; and

 

(b)       anyclaims, demands or proceedings brought by any adjoining owner, lessee, occupieror member of the public arising out of or incidental to the execution of theLessee’s Works.

 

2.4.9            Anydelay in carrying out or completing the Lessee’s Work shall not be a ground forpostponing the commencement of the Term or payment of Rent and other moneysreserved by this Lease, or relieve in any way the Lessee from the performanceand observance of the obligations, covenants, conditions and provisions on theLessee’s part to be performed and observed.

 

**3****                  LESSEE’S COVENANTS**

 

The Lessee covenants with the Lessor asfollows:-

 

3.1               **Rent, Interest and Taxes**

 

3.1.1            Duringthe whole of the Term, the Lessee shall pay to the Lessor, the Rent at thetimes and in the manner specified in Schedule 4, without any deductionwhatsoever.

 

3.1.2            Ifthe whole or any part of the Rent and other monies due under this Lease shallremain unpaid after they shall have become due (whether such Rent or othermonies be formally demanded or not), then to pay Interest on such Rent (or partthereof) and other monies, as from the date they became due until they are paidto the Lessor and such Interest shall be recoverable from the Lessee as if theywere rent in arrears. Nothing in this clause shall entitle the Lessee towithhold or delay any payment of the Rent or any other sum due under this Leaseafter the date upon which they fall due or in any way prejudice affect orderogate from the rights of the Lessor in relation to such non-paymentincluding (but without prejudice to the generality of the above) under theproviso for re-entry contained in this Lease.

 

3.1.3            Itis hereby agreed that the Rent and other sums payable by the Lessee under thisLease (hereinafter collectively called ‘**theAgreed Sum**’) shall, as between the Lessor and the Lessee, beexclusive of any applicable goods and services tax, imposition, duty and levywhatsoever (hereinafter collectively called ‘**Taxes**’)which may from time to time be imposed or charged before, on or after thecommencement of this Lease (including any subsequent revisions thereto) by anygovernment, quasi-government, statutory or tax authority (hereinafter called ‘**the Authorities**’) on or calculated byreference to the amount of the Agreed Sum (or any part thereof) and the Lesseeshall pay all such Taxes or reimburse the Lessor for the payment of such Taxes,as the case may be, in such manner and within such period as to comply orenable the Lessor to comply with any applicable orders or directives of theAuthorities and the relevant laws and regulations.

 

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If the Lessor or the Lessee (or any person ontheir behalf) is required by law to make any deduction or withholding or tomake any payment, on account of such Taxes, from or calculated by reference tothe Agreed Sum (or any part thereof):-

 

(a)       TheLessee shall pay, without requiring any notice from the Lessor all such Taxesfor its own account (if the liability to pay is imposed on the Lessee), or onbehalf of and in the name of the Lessor (if the liability to pay imposed on theLessor) on receipt of written notice from the Lessor, and without prejudice tothe foregoing, if the law requires the Lessor to collect and to account forsuch Taxes, the Lessee shall pay such Taxes to the Lessor (which shall be inaddition to the Lessee’s liability to pay the Agreed Sum) on receipt of writtennotice from the Lessor; and

 

(b)       Thesum payable by the Lessee in respect of which the relevant deduction,withholding or payment is required on account such Taxes, shall be increased tothe extent necessary to ensure that after the making of the aforesaiddeduction, withholding or payment, the Lessor or any person or persons to whomsuch sum is to be paid, receives on due date and retains (free from anyliability in respect of any such deduction, withholding or Taxes) a net sumequal to what would have been received and retained had no such deduction,withholding or payment been required or made.

 

The rights of the Lessor under this clauseshall be in addition and without prejudice to any other rights or powers of theLessor under any applicable order or directive of the Authorities or anyrelevant law or regulation, to recover from the Lessee the amount of such Taxeswhich may be or is to be paid or borne by the Lessor.

 

The Lessee shall indemnify and hold harmlessthe Lessor from any losses, damages, claims, demands, proceedings, actions,costs, expenses, interests and penalties suffered or incurred by the Lessorarising from any claim, demand, proceeding or action that may be madeinstituted by the Authorities in respect of such Taxes and resulting from anyfailure or delay on the part of the Lessee in the payment and discharge of anysuch Taxes.

 

Without prejudice to any of the foregoingprovisions, the Lessee shall pay and reimburse the Lessor for all goods andservices tax which may from time to time be imposed or charged on or after thecommencement date of this Lease in respect of any supply which may bedetermined by the Comptroller of Goods and Services Tax under or in connectionwith the occupation and lease of the Premises and the Lessee shall indemnifyand hold harmless the Lessor from any losses, damages, claims, demands,proceedings, actions, costs, expenses, interests and penalties suffered orincurred by the Lessor in respect of any such goods and services tax.

 

3.2               **Utilities & Communications Facilities**

 

3.2.1            Topay all charges including any taxes now or in the future imposed in respect ofwater, gas, electricity and any other services supplied and metered separatelyto the Premises which shall be consumed or supplied on or to the Premises, oran appropriate proportion thereof attributable to the Premises and to pay allnecessary hire charges for any equipment or appliances supplied to the Lesseeby the Singapore Power Ltd or other appropriate authority. In the event of suchwater, gas, electricity and other services not being supplied and meteredseparately to the Premises, to pay to the Lessor or proportionate part of thecost thereof, such cost to be calculated by the Lessor and notified to theLessee by a statement from the Lessor in writing, such statement to beconclusive as to the amount thereof, and in the event of the Public UtilitiesBoard or other equivalent authority responsible for the supply of electricity,gas, water and any other services supplied and used in the Building increasingthe charges therefore, the Lessee shall pay to the Lessor a proportionate partof the increased costs thereof, such costs to be calculated by the Lessor andnotified to the Lessee by a statement from the Lessor in writing, suchstatement to be conclusive as to the amount thereof.

 

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3.2.2            Ifelectricity within the Premises shall be separately metered, to apply to theSingapore Power Ltd or other relevant authorities (“PUB”) for the installationand testing of the meter through licensed electrical workers, and to pay all chargesdirectly to PUB.

 

3.2.3            Tomake necessary applications to Singtel for the installation of any telex andtelephone facilities and bear all necessary expense, fees or usage charges inconnection with or in relation to such facilities.

 

3.3               **Property Tax**

 

3.3.1            Propertytax imposed or levied by the relevant government authority on the Premises oron the Building (or any part thereof) and as may be appropriate by the Lessoror attributable to the Premises shall be paid as follows:-

 

(a)       TheLessor shall for the duration of the Term pay property tax levied on orattributable to the Premises but such payment by the Lessor in respect of thePremises shall not exceed property tax calculated (i) on the basis of anannual value equivalent to the annual Rent payable under this Lease; and (ii) atthe property tax rate applicable as at date of commencement of this Lease. Inthe event that any additional property tax is payable on account of (i) therelevant government authority assessing an annual value for the Premises (asincreased from time to time whether retrospective or otherwise) which is inexcess of the annual value calculated as aforesaid by reference to the annualRent; and/or (ii) an increase in the property tax rate above the rateapplicable as at the date of commencement of this Lease, such additionalproperty tax shall be borne and paid by the Lessee to the Lessor on demand.

 

(b)       Theprovisions of this clause 3.3.1 shall continue to apply notwithstanding theexpiry or earlier determination of this Lease.

 

(c)       Objectionto any assessment of annual value or imposition of property tax on the Premisesduring the Term may be made only by the Lessor in its sole discretion or at therequest of the Lessee subject to the Lessee’s indemnify as to costs incurred bythe Lessor in connection therewith.

 

3.4               **Deposit**

 

3.4.1            Uponthe execution of this Lease the Lessee shall have paid to the Lessor a sum ofDollars Three hundred and fifty one thousand, nine hundred and forty only(S$351,940.00) equivalent to Two (2) month’s Rent (hereinafter called “**Deposit**”) and One (1) month advancerental. Deposit shall be maintained at an amount equivalent to Two (2) month’sRent during the Term. The Deposit shall be held by the Lessor as security forthe due observance and performance by the Lessee of all the several covenantsstipulations and agreements on the part of the Lessee herein contained.

 

3.4.2            Ifthe Lessee shall commit a breach of any of the provisions of this Lease, theLessor shall be entitled but not obliged to apply the whole or such part of theDeposit in or towards payment of any moneys outstanding or making good anybreach by the Lessee or to deduct from the Deposit the loss or expense to theLessor occasioned by such breach but without prejudiced to any other remedy whichthe Lessor may be entitled. If any part of the Deposit shall applied by theLessor in accordance herewith, the Lessee shall on demand by the Lessorforthwith deposit in cash with the Lessor the amounts so applied by the Lessor.

 

3.5               **Insurance**

 

3.5.1            Atthe times during the Term and during any period of holding over the Lesseeshall at its sole cost and expense take out and keep in force the followinginsurance policies with an international insurance company which is in chargeof the international insurance program of the Lessee:

 

(a)       comprehensivepublic liability insurance policy in the name of the Lessee against claims forpersonal injury death or property damage or loss arising out of all operationsof the Lessee in the Premises of an amount not less than Dollars Five milliononly (S$5,000,000.00) or 

 

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such higheramount or amounts as may from time to time be agreed by both parties in respectof any one occurrence, such policy shall be extended to include the Lessee’slegal liability for loss of or damage to the Premises (including all fixturesand fittings therein) and in this regard, the Lessee shall ensure that therelevant exclusion in the said public liability policy relating to the propertyin the care, custody or control of the Lessee or any servant of the Lessee, bedeleted entirely, unless the Lessee intentionally damages such property or suchloss or damaged is caused by the Lessee’s gross negligence.

 

(b)       anadequate insurance policy against loss or damage by fire on internal partitionsand all goods and assets belonging to or held in trust by the Lessee in thePremises;

 

(c)       workmencompensation in respect of its workers and employees in accordance with therequirements of the Workmen Compensation Act (Cap.354).

 

3.5.2            TheLessee shall include a waiver of subrogation clause in favour of the Lessor inthe insurance policy against loss or damage by fire. The Lessee shall ensurethat its insurers agree to waive any right of contribution against the Lessor’sinsurers. The Lessee further waives any claims against the Lessor and releasethe Lessor from any liability for any loss or damage that would be payableunder the insurance to be taken out under Clause 3.5.1 (b). The waivers hereinshall not apply to any case of intentional damage by the Lessor.

 

3.5.3            TheLessor shall include a waiver subrogation clause in favour of the Lessee in theinsurance policy against loss or damage by fire. The Lessor shall ensure thatits insurers agree to waive any right of contribution against the Lessor’sinsurers. The Lessor further waives any claims against the Lessee and releasethe Lessee from any liability for any loss or damage that would be payableunder the insurance against loss or damage by fire taken out by the Lessor. Thewaivers herein shall not apply to any case of intentional damage by Lessee.

 

3.5.4            Allpolicies of insurers required to be effected by the Lessee shall be taken outwith an international insurance company, which is in charge of the internationalinsurance program of the Lessee. Copies of such policies of insurance shall beproduced and lodged with the Lessor by the Lessee without demand, within thirty(30) days of the commencement of the Term and within thirty (30) days of therenewal of such polices.

 

3.6               **Repair**

 

3.6.1            Theobligations in this clause 3.6 extend to all improvements and additions to thePremises and all Lessor’s fixtures, fittings and appurtenances of whatevernature affixed or fastened to the Premises.

 

3.6.2            Ifany damage or injury is caused to the Lessor or to any person whomsoeverdirectly or indirectly on account of the condition of any part of the interiorof the Premises (including flooring, walls, ceiling, doors, windows, curtainwall and its related parts including fluorocarbon coating thereon and otherfixtures), to be wholly responsible therefor and to fully indemnify the Lessoragainst all claims, demands, actions and legal proceedings whatsoever made uponthe Lessor by any person in respect thereof. In the interpretation andapplication of the provisions of this sub-clause, the decision of a mutuallyagreed upon independent surveyor or architect shall be final and binding uponthe Lessor and the Lessee.

 

3.6.3            Togive immediate notice to the Lessor or its building supervisor of any defectsor damage to the Premises or any fittings fixtures or other facility providedby the Lessor.

 

3.7               **Alterations**

 

3.7.1            Notto make any alterations or additions to or affecting the structure or exteriorof the Premises or the appearance of the Premises as seen from the exteriorexcept in accordance with the plan approved by the Lessor in accordance withclause 6.4.2.

 

3.7.2            Notto paint or make any additions or alterations or exert any force or load on thecurtain wall, its frame structure and all its related parts or to place oraffix any structures or articles or materials 

 

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thereon which would otherwise render the warranty granted in favour ofthe Lessor in respect of such wall and structure null and void, except inaccordance with the plans approved by the Lessor in accordance with clause6.4.2.

 

3.7.3            Notwithout the prior written consent of the Lessor to make any other alterationsor additions to the Premises, except in accordance with the plans approved bythe Lessor in accordance with clause 6.4.2. For purpose of seeking the Lessor’sconsent herein, the Lessee shall submit to the Lessor all plans, layouts,designs, drawings, specifications and details of proposed materials to be usedfor any proposed alterations and additions. Alterations and additions for thepurpose of this clause shall include but shall not be limited to works relatingto:-

 

(a)       internalpartitions, floors and ceilings within the Premises;

 

(b)       electricalwiring, conduits, light fittings and fixtures;

 

(c)       air-conditioninginstallations, ducts and vents;

 

(d)       fireprotection devices;

(e)       allplumbing and gas installations, pipes, apparatus, fittings and fixtures;

 

(f)        allmechanical and electrical engineering works.

 

3.7.4            Allalterations and additions to the Premises shall only be carried out by the maincontractor appointed by the Lessee and with the consent of the Lessor, suchconsent not to be unreasonably withheld.

 

3.7.5            Allplanning and other consents necessary or required pursuant to the provisions ofany statute, rule, order, regulation or by-law for any alteration or additionto the Premises or any part thereof, shall be applied for and obtained by theLessee at its own cost and expense.

 

3.7.6            TheLessee shall carry out and complete all alterations and additions to thePremises in accordance with plans, layouts, designs, drawings, specificationsand using materials approved by the Lessor pursuant to clause 3.7.3 in a goodand workmanlike manner in accordance with all planning and other consentsreferred to in clause 3.7.5.

 

3.7.7            TheLessee shall not without the prior written approval of the Lessor (suchapproval not to be unreasonably withheld), install or erect any exteriorlighting, shade, canopy or awning or other structure in front of or elsewhereoutside the Premises.

 

3.7.8            Notto change or in any way vary the front of the Premises and the entrance doorprovided or approved by the Lessor for access to the Premises and not toinstall locks, bolts or other fittings to the said entrance door additional tothose supplied or approved by the Lessor or in any way to cut or alter the saidentrance door without having the prior written consent of the Lessor, suchconsent not to be unreasonably withheld.

 

3.8               **Lessor’s right of inspection and right of repair**

 

3.8.1            Uponthe request of the Lessor, to permit the Lessor and its servants or agent byprior appointment and at the time stipulated by the Lessee to enter into,inspect and view that portion of the Premises shown edged in yellow in the planset out in Annexure A and examine their condition and also to take schedule offixtures in the Premises.  If schedule offixture is needed, Lessor will reasonably make arrangements with Lessee and schedule workto be done outside of normal business hours and/or work with Lessee as to notdisrupt the normal operations of Lessee.

 

3.8.2            Ifany breach of covenant, defects, disrepair, removal of fixtures or unauthorizedalterations or additions shall be found upon such inspection for which theLessee is liable then upon notice by the Lessor to the Lessee, to execute allrepairs, works, replacements or removals required within one (1) month (orsooner if required by the Lessor) after the receipt of such notice, to thereasonable satisfaction of the Lessor or the mutually agreed upon independentsurveyor.

 

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3.8.3            Incase of default by the Lessee, it shall be lawful for workmen or agents of theLessor to enter into that portion of the Premises shown edged in yellow in theplan set out in Annexure A and execute such repairs, works, replacements orremovals.

 

3.8.4            Topay to the Lessor on demand all expenses so incurred with Interest from thedate of expenditure until the date they are paid by the Lessee to the Lessor(such expenses and Interest to be recoverable as if they were rent in arrears).

 

3.8.5            Topermit the Main Lessor and/or the Lessor or their respective servants or agentswith or without workmen, tools and equipment during the Term by priorappointment and at the time stipulated by the Lessee to enter upon that portionof the Premises shown edged in yellow in the plan set out in Annexure A toexamine the state and condition of the same and of defects decays and wants of reparationand of all breaches of covenants contained in this Lease.

 

3.9               **Lessor’s right of entry for repairs etc**

 

3.9.1            Topermit the Lessor and the agents, workmen and others employed by the Lessor orby the Main Lessor by prior appointment and at the time stipulated by theLessee (but at anytime in any case of an emergency) to enter upon that portionof the Premises shown edged in yellow in the plan set out in Annexure A :-

 

(a)       toinspect, cleanse, repair, remove, replace, alter or execute any works whatsoeverto or in connection with the Conducting Media and ancillary apparatus,easements or services referred to in paragraph 1 of Schedule 2; or

 

(b)       toeffect or carry out any maintenance, repairs, alterations or additions or otherworks which the Lessor or the Main Lessor may consider necessary or desirableto any part of the Building or the water, electrical, air-conditioning andother facilities and services of the Building; or

 

(c)       forthe purpose of exercising any of the powers and authorities of the Lessor underthis Lease; or

 

(d)       tocomply with an obligation of repair, maintenance or renewal affecting thePremises or the Building; or

 

(e)       toconstruct, alter, maintain, repair or fix anything or additional thing servingthe Building or the adjoining premises or property of the Lessor, and runningthrough or on the Premises; or

 

(f)        inconnection with the development of the remainder of the Building or anyadjoining or neighbouring land or premises, including the right to build on oronto or in prolongation of any boundary wall of the Premises;

 

without payment of compensation for anynuisance, annoyance, inconvenience or damage caused to the Lessee subject tothe Lessor (or other person so entering) exercising such right in a reasonablemanner.

 

3.9.2            Forthe purpose of clauses 3.8.1, 3.8.5 and 3.9.1, the Lessee shall endeavour,within one (1) working day after its receipt of the relevant request, toinform the Lessor or the Main Lessor of the time when access to that portion ofthe Premises shown edged in yellow in the plan set out in Annexure A will begranted.

 

3.10             **Yield up in repair at the end of the Term**

 

At the expiration or earlier determination ofthe Term:-

 

3.10.1          Tosurrender to the Lessor all keys giving access to all parts of the Premises irrespectiveof whether or not the same have been supplied by the Lessor.

 

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3.10.2          Quietlyto yield up the Premises in the Required Condition, fair wear and tearexcepted, to the satisfaction of the Lessor, repaired, cleaned, decorated andkept in accordance with the Lessee’s covenants contained in this Lease.

 

3.10.3          Toremove from the Premises all additions, improvements, fixtures and fittingsinstalled by the Lessee and all notices, notice boards and signs bearing thename of or otherwise relating to the Lessee (including in this context anypersons deriving title to the Premises under the Lessee) or its business.

 

3.10.4          Withoutprejudice to the generality of the provisions of clause 3.10.2 and clause 3.10.3,to reinstate all air-conditioning installations, sprinkler systems and otherelectrical and electronic installations therein to their original state as atthe date the Lessee first took possession of the Premises to the satisfactionof the Lessor, such reinstatement to be carried out by a specialist contractornominated by the Lessor and appointed by the Lesssee, under the supervision ofthe Lessor’s architect, engineer or consultant and the Lessee shall pay for allfees of such architect, engineer or consultant. In all other cases, the removaland reinstatement works in respect of the Premises shall be carried out by acontractor appointed by the Lessee and approved by the Lessor.

 

3.10.5          Toredecorate the Premises to the satisfaction of the Lessor, with two coats ofgood quality oil paint or emulsion paint and with wall paper for those partsnormally wall papered and other appropriate treatment of all internal parts ofthe Premises including the ceiling and floor in a good workmanlike manner usingsuitable and appropriate materials as the Lessor may reasonably and properlyrequire.

 

3.10.6          Tomake good to the satisfaction of the Lessor all damage to the Premises and theBuilding resulting from the removal of the Lessee’s belongings, reinstatementor redecoration of the Premises.

 

3.10.7          Ifthe Lessee fails to remove the fixtures and fittings, reinstate, redecorate ormake good any damage to the Premises in accordance with the provisions of thisclause 3.10, the Lessor may effect the same at the Lessee’s cost and expenseProvided that the Lessor together with the Rent which the Lessor shall beentitled to receive had the period within which such works effected by theLessor been added to the Term, shall be paid by the Lessee within seven (7) daysof demand from the Lessor, and in this connection, a certificate of the Lessoras to the amount of cost and expenses incurred shall be conclusive and bindingon the Lessee.

 

3.11             **User**

 

3.11.1          Notto use the Premises otherwise than as a clean room for manufacturing of GeneChips, reagents, instrumentation and anxilliary storage and office space inrespect of that part of the Premises located on the 3rd floor of theWarehouse Building and as office premises in respect of the Premises located onfloor 2M of the Main Office Building.

 

3.12             **Covenants affecting use of Premises and Building**

 

3.12.1          Notto store in the Premises any significant quantities of petrol or otherspecially toxic, explosive or combustible substance or any goods or thing whichin the opinion of the Lessor are of an obnoxious, dangerous or hazardousnature, or any unlawful goods or substance save as may be authorized by therelevant authorities.

 

3.12.2          Notto use the Premises for any noxious, noisy or offensive trade or business norfor any illegal or immoral act or purpose.

 

3.12.3          Notto hold any sales by auction on the Premises.

 

3.12.4          Notto hold in or on the Premises any exhibition, public meeting or publicentertainment.

 

3.12.5          Notto permit any vocal or instrumental music in the Premises so that it can beheard outside the Premises.

 

3.12.6          Notto permit livestock of any kind to be kept on the Premises.

 

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3.12.7          Notto do in or upon the Premises anything which may be or may become or cause anuisance, annoyance, disturbance, inconvenience or damage to the Lessor or itsother lessees of the Building or to the owners, lessees and occupiers ofadjoining and neighbouring properties.

 

3.12.8          Savefor any plans, layout and designs agreed upon between the Lessor and theLessee, not to load, paint or make alterations or additions to or use thefloors, walls, ceilings, claddings, curtain wall, its frame structure and itsrelated parts including the fluorocarbon coating thereon or the structure ofthe Premises in any manner which will cause strain, damage or interference withthe structural parts, loadbearing framework, roof, foundations, joists, curtainwall and its related parts and external walls of the Premises or in any mannerwhich will render any related warranties granted in favour of the Lessor nulland void and without prejudice to the generality of the foregoing, not to loador permit or suffer to be loaded on any parts of the floors of the Building orthe Premises to a weight greater than such weight as may be prescribed by theLessor as being applicable to the Premises and, when required by the Lessor, todistribute the load on any part of the floor of the Premises in accordance withthe directions and requirements of the Lessor and in the interpretation andapplication of the provisions of this sub-clause, the decision of anindependent surveyor, architect or engineer shall be final and binding on theLessor and the Lessee.

 

3.12.9          Toobtain the prior written consent of the Lessor before bringing upon thePremises any heavy machinery or other plant, equipment or goods with an imposedload in excess of such weight as may be prescribed by the Lessor as beingapplicable to the Premises. The Lessor may direct the routing, installation andlocation of all such machinery, plant, equipment and goods and the Lessee shallcomply with all such directions, and shall make good and indemnify the Lessorin respect of any damage to the Building caused by the bringing in of suchmachinery, plant, equipment or goods.

 

3.12.10        Notto overload the lifts, electrical installation, electrical substation orConducting Media in the Premises and/or the Building and not to install anyadditional electrical substation without the prior written consent of theLessor and any such installation shall be at the Lessee’s cost and be subjectto such terms as the Lessor may impose.

 

3.12.11        Notto do or omit to do anything which interferes with or which imposes anadditional loading on any ventilation, air-conditioning or other plant ormachinery serving the Building.

 

3.12.12        Notto do anything whereby any policy of insurance on including or in any wayrelating to the Premises taken out by the Lessor or the Main Lessor may becomevoid or voidable or whereby the rate of premium thereon or on the remainder ofthe Building may be increased, but to provide one or more efficient fireextinguishers of a type approved by the Lessor and to take such otherprecautions against fire as may be deemed necessary by the Lessor or itsinsurers.

 

3.12.13        Notto allow any person to sleep in the Premises nor to use the Premises forresidential purposes.

 

3.12.14        Notwithout the prior written consent of the Lessor to permit the vendors of foodor drink or the servants or agents of such vendors to bring to or onto thePremises or any part thereof or onto the Building or any part thereof food ordrink for consumption by the occupiers or others in the Premises save andexcept in the case of the contractor who has been given the right by the Lessorto provide a food and drink service for the occupiers of the Building.

 

3.12.15        Tokeep the Premises and every part thereof clean and in the fullest possiblehygienic condition and to keep all pipes, drains, basins, sinks andwater-closets in the Premises clean and unblocked.

 

3.12.16        Tokeep the Premises free of pests, rodents, vermin and insects and to giveimmediate notice to the Lessor and to the proper public authorities in theevent of any infectious illness occurring in the Premises and at the expense ofthe Lessee to thoroughly fumigate and disinfect the Premises to thesatisfaction of the Lessor and such public authorities and otherwise complywith their requirements in regard to the same.

 

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3.12.17        Tokeep the windows of the Premises closed at all times and, save for any signageapproved by the Lessor, not to erect or install any sign, device, furnishing,ornament or object which is visible from the street or from any other buildingand which, in the opinion of the Lessor, is incongruous or unsightly or maydetract from the general appearance of the Building.

 

3.12.18        Toensure that the decor and design of the exterior of the Premises are inaccordance with plans and specifications previously submitted to and approvedby the Lessor, and not to make any changes to such external parts without theprior written consent of the Lessor.

 

3.12.19        Toensure that all doors of the Premises are safely and properly locked andsecured when the Premises are not occupied.

 

3.12.20        Notto cover or obstruct or permit to be covered or obstructed in any manner or byany other article or thing (other than window blinds approved by theLessor), the windows, sky-lights or ventilating shafts or air inlets or outletswhich reflect or admit light or enable air to flow into or out of the Premisesor any part of the Building.

 

3.12.21      (a)         Notto throw, place or allow to fall or cause or permit to be thrown or placed inthe lift shafts, water closets or other conveniences in the Building anysweepings, rubbish, waste paper or other similar substances, and the Lesseeshall on demand pay to the Lessor the costs of repairing any damage to suchlift shafts, water-closets or other conveniences arising therefrom;

 

(b)       Notto throw or deposit or permit to be thrown or deposited in the Premises anyrubbish, refuse or other waste material other than in the receptaclesdesignated for such used;

 

(c)       Toprovide separate and suitable water-tight receptacles with plastic liners forall waste and refuse produced or accumulated on the Premises and at the closeof each day or more often if required by the Lessor from time to time, removethe same to such area as shall be designated by the Lessor for such use by theLessee.

 

3.12.22        Notto permit or cause to be permitted the placing or parking of bicycles, motorcycles or scooters, trolleys and other wheeled vehicles and/or the stocking orstorage or littering of goods or things in the common parts of the Building,the corridors, passageways, pavements and the car-parking areas and to keep allsuch internal and external parts of the Building clear and free of allobstruction at all times.

 

3.12.23        Notto place or take into the passenger lifts any baggage, furniture, parcels,sacks, bags, heavy articles or other goods or other merchandise save only suchlight articles as brief-cases, attaché cases and handbags and to use only theservice lift prescribed by the Lessor for the transportation of furniture,goods and other heavy equipment.

 

3.12.24        Notto permit or allow food trays and tiffin carriers to be brought into or carriedin any passenger lift and the Lessee shall ensure that such items are conveyedin the service lift only.

 

3.12.25        Notto permit or allow the contractors, workmen or cleaners (with or withoutequipment and tools) engaged by the Lessee to use the passenger lifts of theBuilding and to ensure that they use only the service lift prescribed by theLessor and not to permit any loading and unloading of any goods, supplies,equipment, machinery or things at any place within the Land except within suchareas specifically designated for such purpose.

 

3.12.26        Notto solicit business, display or distribute advertising material in the carparksor other common areas of the Building.

 

3.12.27      (a)         Toobserve and perform or cause to be observed and performed the rules andregulations from time to time made by the Lessor or the Main Lessor inconnection with the orderly and proper use of the lobbies, corridors,staircases, lifts, hoists, lavatories and other parts in common use in theBuilding and access ways and service areas to the Building and also inconnection with the security of the Building.

 

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(b)       Toobserve and perform and to cause all the Lessee’s independent contractorsagents invitees or licensees to observe and comply with all the rules andregulations made by the Lessor from time to time for the safe and proper use ofthe Land and/or the Premises.

 

3.12.28      (a)         Notto use, permit or suffer the Premises to be kept or used as a place or premisesin which any person is employed in contravention of Section 57A of theImmigration Act (Chapter 133) or any statutory modification orre-enactment thereof for the time being in force and to indemnify the Lessoragainst all costs, claims. Liabilities, fines or expenses whatsoever which mayfall upon the Lessor by reason of any non-compliance thereof.

 

(b)       Notto harbour any illegal immigrants or allow any employee, supplier, contractor,servant, agent or any of their servants or agents (other than those who areSingapore citizens or Singapore Permanent Residents) without the requisiteemployment passes or work permits to enter and/or remain upon the Premises.

 

3.12.28        Not to causeor do or suffer to be done any act or thing which may as between the Lessor andthe Main Lessor constitute or cause a breach by the Lessor of any of the terms,covenants, conditions or stipulations on the part of the Lessor to be observedor performed by virtue of the Head Lease but shall do or permit to be done anyact or thing to comply with or to prevent a breach of any such terms,covenants, conditions or stipulations with no liability on the part of the MainLessor and the Lessor for any inconvenience, loss, damage, costs, expenses orcompensation whatsoever in the event that the Lessor or the Main Lessor, theirrespective employees, servants or authorized agents with or without workmen,tools and equipment should enter upon the Land or the Premises to do any act orthing which the Lessor or the Main Lessor is entitled to do by virtue of thethis Lease, the Head Lease or of any laws, by-laws, rules or regulations.The Lessor shall for the purposes of this sub-Clause 3.12.29 acquaint theLessee with the terms, covenants, conditions and stipulations of the Head Leaseand any variations or amendments thereto as soon as reasonably practicable afterthe Lessor is aware thereof.

 

3.12.29        To provide,at its own cost and expense and subject to the prior approval in writing of theMain Lessor, the Lessor and the relevant governmental and statutoryauthorities, suitable and proper foundation for all machinery, equipment andinstallations in connection with the approved usage at the Premises. The Lessorand the Main Lessor shall not be liable for any loss, damage or inconveniencethat the Lessee may suffer in connection with any defects caused to theground/production floor slabs, aprons, drains and driveways of the productionfloor slabs, aprons, drains and driveways of the Premises or from other defectsinherent or otherwise in the Premises.

 

3.12.30        At all timesduring the Term and the Lessee’s own cost and expense, to:-

 

(a)       takeall necessary steps to ensure that fire hazards in the Premises are preventedor reduced to a minimum and keep within easy access in the Premises adequatefire fighting equipment;

 

(b)       installthe required number of sprinklers, fire extinguishers, fire fighting or otherfire protection equipment (“the fire protection equipment”) as may beconsidered adequate by the Lessor or the Fire Safety Bureau or other competentauthority in compliance with the current security or fire safety regulations asprescribed by the Fire Safety Bureau or other competent authority from time totime;

 

(c)       test,service or otherwise conduct regular inspection of each of the fire protectionequipment and maintain each of the fire protection equipment in good workingorder;

 

(d)       strictlyadhere to and comply with any security measures or fire safety regulationswhich may be prescribed from time to time by the Lessor or Fire Safety &Shelter Department (FSSD) or other competent authority;

 

(e)       permitthe Lessor or the Fire Safety & Shelter Department or other competentauthority at any time and from time to time with or without prior notification,to enter upon the Premises to ascertain the Lessee’s compliance with the Lessee’sobligations under the preceding sub-clauses (b), (c) and (d).

 

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3.13             **Advertisements and signs**

 

3.13.1          Unlessotherwise previously approved by the Lessor, not to place or display on theexterior of the Premises or on the windows or inside the Premises so as to bevisible from the exterior of the Premises any name, writing, notice, sign,illuminated sign, display of lights, placard, poster, sticker or advertisementother than:-

 

(a)       thename of the Lessee written on the entrance doors of the Premises in a style andmanner previously approved in writing by the Lessor; and

 

(b)       thename of the Lessee displayed in the indicator board in the entrance lobby inthe Building.

 

3.13.2          Ifany name, writing, notice, sign, placard, poster, sticker or advertisementshall be placed or displayed in breach of these provisions, to permit theLessor to enter the Premises and remove such name, writing, notice, sign,placard, poster, sticker or advertisement and to pay to the Lessor on demandthe expense of so doing.

 

3.13.3          Inthe event that any signage erected or installed by the Lessee is required bythe Lessor or any government or other authority to be removed, at the Lessee’sown costs and expense to remove such signage, and upon expiry or soonerdetermination of the Term, at the Lessee’s own costs and expense to remove allsign ages erected or installed by the Lessee.

 

3.14             **Carparks**

 

3.14.1          TheLessor shall provide and allocate without charge Fifteen (15) car parking lotsfor the Lessee’s exclusive use. Subject thereto, the Lessor may prohibit theLessee and its officers and employees from parking in the Building or the Landother than in designated parking areas and the Lessee shall at all times notifythe Lessor of the vehicle registration numbers of all vehicles currently ownedor used by the Lessee, its officers and employees, such notification to be madeinitially within fourteen (14) days after the Lessee takes possession of thePremises and thereafter within fourteen (14) days after a change occurs.

 

3.14.2          TheLessee shall pay carpark charges as may be levied or revised from time to timeby the Lessor by reference to the market rates for the use of additionalcarpark lots in the Building or the Land in excess of the 15 lots referred toin Clause 3.14.1. The Lessor may but shall not be obliged to provide anyadditional car park lots when requested by the Lessee and any such allocation shallbe for such duration as may be determined by the Lessor.

 

3.14.3          TheLessee, its officers and employees shall comply with all rules andregulations imposed from time to time by the Lessor or the Main Lessor on themanagement and operation of the carparks within the Building or the Land.

 

3.15             **Compliance with statutes etc**

 

3.15.1          Exceptwhere such liability may be expressly within the Lessor’s covenants containedin this Lease, to comply in all respects with the provisions of all statutesand regulations for the time being in force and requirements of any competentauthority relating to the Premises or anything done in or upon the Premises bythe Lessee and to indemnify the Lessor against all actions, proceedings, claimsor demands which may be brought or made by reason of such statutes, regulationsor requirements or any default in compliance with them.

 

3.15.2          Inparticular but without prejudice to the generality of clause 3.15.1:-

 

(a)       tocomply with all requirements under any present or future Act of Parliament,order, by-law or regulation as to the use or occupation of or otherwiseconcerning the Premises:

 

(b)       toexecute with all due diligence all works to the Premises for which the Lesseeis liable in accordance with clauses 3.15.1 and 3.15.2 and of which the Lessorhas given notice to the Lessee; and

 

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(c)       ifthe Lessee shall not comply with clause 3.15.2(b) to permit the Lessor toenter the Premises to carry out such works and to pay to the Lessor on demandthe expense of so doing (including surveyors’ and other professional advisers’fees) together with Interest from the date of expenditure until payment by theLessee to the Lessor (such monies to be recoverable as if they were rent inarrears).

 

3.15.3          Toobtain and keep in force all governmental approvals, licenses and permitsnecessary for the conduct of the Lessee’s business at the Premises and ensurethat the terms and conditions of such approvals, licenses and permits arestrictly adhered to and indemnify the Lessor against any consequences orproceedings arising from the Lessee’s default in complying with the provisionsof this sub-Clause 3.15.3.

 

3.15.4          Togive notice thereof forthwith in writing to the Lessor should be Lessee receiveany notice from any government or any statutory public or municipal authoritywith respect to the Premises.

 

3.16             **Notices ‘to let’**

 

3.16.1          Withinsix (6) months before the expiration or earlier determination of theTerm:-

 

(a)       topermit the Lessor or its agents to fix upon the Premises a notice board forreletting the Premises;

 

(b)       topermit all persons authorized by the Lessor or its agents to view withoutinterruption the Premises at reasonable hours in connection with any suchreletting.

 

3.17             **Indemnity by Lessee**

 

3.17.1          Toindemnify and keep indemnified the Lessor from and against:-

 

(a)       allclaims, demands, writs, summonses, actions, suits, proceedings, judgements,orders, decrees, damages, costs, losses and expenses of any nature whatsoeverwhich the Lessor may suffer or incur in connection with loss of life, personalinjury and/or damage to property arising from or out of any occurrences in,upon or at the Premises and/or the Land or the use of the Premises, the Land orany part thereof caused by the Lessee or by any of the Lessee’s employees,independent contractors, agents or any permitted occupier;

 

(b)       allloss and damage to the Premises, the Building, the Land and to all propertytherein caused directly or indirectly by the Lessee or the Lessee’s employees,independent contractors, agents or any permitted occupier and in particular butwithout limiting the generality of the foregoing caused directly or indirectlyby the use or misuse, waste or abuse of water, gas or electricity or faultyfittings or fixtures.

 

3.17.2          Withoutprejudice to the Lessor’s rights under Section 19(4) of the Civil LawAct (Cap.43), the Lessee shall reimburse or indemnify the Lessor against alllosses and damages suffered by the Lessor as a result of the Lessee’s breach ornon-observance of any of the covenants or obligations contained in this Leaseand/or the Lessee’s holding over after expiration of the Term.

 

3.18             **Assignment and subletting**

 

Not without the prior written consent of theMain Lessor and the Lessor to demise, assign, charge, create a trust or agency,mortgage, let, sublet, grant a licence or part with or share the possession oroccupation of the Premises or any part thereof or permit any other party orperson by way of a licence or otherwise to occupy the Premises or any partthereof at any time during the Term. (JTC Appendix A paragraph (i))

 

3.19             **No subdivision; cost of registration of Lease**

 

3.19.1          Notto require the Lessor to subdivide the Building or any part thereof or to doany act or thing which could result in the Lessor being required to subdividethe Building or any part thereof; and to 

 

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bear the cost of registering this Lease with the Singapore LandRegistry and to do all things necessary for such registration. The Lesseeacknowledges that the Main Lessor has not issued the formal Head Lease to theLessor as at the date of this Lease and agrees not to register this Lease untilthe Head Lease has been registered.

 

3.19.2          Notto require the Lessor to deduce its title to the Premises nor reply to anyrequisitions on title.

 

**3.20****            Impliedcovenants**

 

3.20.1          Toobserve and perform the covenants, conditions and powers implied by law ininstruments of lease ( or to such of them as are not herein expressly negativedor modified).

 

**4.****                 LESSOR’SCOVENANTS**

 

The Lessor covenants with the Lessee asfollows :

 

4.1               **Quiet Enjoyment**

 

Subject to the Lessee paying the Rent andperforming the Lessee’s covenants reserved by and contained in this Lease, theLessee may lawfully and peacefully hold and enjoy the Premises throughout theTerm without any interruption by the Lessor or by person lawfully claimingthrough, under or in trust for the Lessor.

 

4.2               **Property Tax**

 

To pay the property tax levied or chargedupon the Premises subject to the Lessee’s payment of its portion of theproperty tax as provided in clause 3.3.1 of this Lease.

 

4.3               **Management of the****Building**

 

4.3.1            Subjectalways to the provision of clauses 5.1.1 and 5.2.1 hereof :-

 

(a)       tokeep the roof and main drains and main pipes (which serve two or more units inthe Building), all external walls and all common parts of the Buildingincluding entrances, car parks, staircases, pavements, landings, corridors andpassages, sewers, cables, air-conditioning plants and lifts in good andtenantable condition and repair (fair wear and tear excepted );

 

(b)       Toprovide:-

 

(i)            air-conditioningservices from 0900 hours to 1700 hours from Mondays to Fridays and 0900 hoursto 1300 hours on Saturday, for the Office Building, except for public holidays;

 

(ii)           liftservices;

 

(iii)          electricityfor the lighting of the passages, corridors, staircases, water-closets andother common parts of the Building;

 

(iv)          waterfor the common water-closets and toilet facilities in the Building

 

Provided Always that air-conditioningservices may at the request of the Lessee be extended by the Lessor ( butwithout any obligation so to do) beyond the hours hereinbefore defined and insuch an event the Lessee shall bear and pay to the Lessor on demand the costsand expenses for such extension;

 

(c)       tokeep the stairs, passages, corridors, common water-closet, lifts and othercommon parts of the Building well and sufficiently cleaned and lighted and toprovide security services for the protection at night of the Building and thepremises therein (but not so as to render the 

 

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Lessor liablefor any loss sustained by the Lessee through the neglect, default. Negligenceor misconduct of any watchman or watchmen employed by the Lessor in connectionwith the provision of the said security services);

 

(d)       toinsure and keep insured the Building (excluding fittings and fixtures installedby the Lessee) against damage by fire and such other risks as the Lessor maydeem fit.

 

4.4               **Interferences with the Lessee’s manufacturing process**

 

Without prejudice to clause 4.1, the Lessorshall not do anything and shall not permit or suffer anything to be done in theimmediate vicinity of the Premises which may materially and adversely affect orinterfere with the Lessee’s manufacture of Gene Chips Manufacturing in thePremises. Nothing herein shall prohibit the Lessor from doing anything orpermitting or suffering the doing of anything in the ordinary course of awarehouse business.

 

**5.****                 LESSORNOT LIABLE**

 

5.1               **No claim by Lessee**

 

5.1.1            Notwithstandinganything herein contained and to the extent that such exclusion is permitted bylaw, the Lessor shall not be liable to the Lessee, nor shall the Lessee haveany claim against the Lessor in respect of :-

 

(a)       anyfailure or inability of or delay by the Lessor in fulfilling any of itsobligations under this Lease or any interruption in any of the servicesmentioned in clause 4.3.1 by reason of necessary repair or maintenance of anyinstallations or apparatus or damage thereto or destruction thereof or byreason of mechanical or other defect or breakdown or by reason of anycircumstances beyond the Lessor’s control (including but not limited to fire,flood, act of god, escape of water, riot, civil commotion, curfew, emergency,labour disputes or shortage of manpower, fuel, materials, electricity orwater);

 

(b)       anyact, omission, default, misconduct or negligence of any porter, attendant orother servant or employee, independent contractor or agent of the Lessor in orabout the performance or purported performance of any duty relating to theprovision of the services or any of them as mentioned in clause 4.3.1;

 

(c)       anyact, omission, default, misconduct or negligence of any contractor nominated orapproved by the Lessor pursuant to clauses 3.7.4 and 3.10.4, and any suchcontractor appointed by the Lessee shall not be deemed to be an agent oremployee of the Lessor;

 

(d)       anydamage, injury or loss arising out of the leakage or defect of the piping, wiringand sprinkler system in the Building and/or structure of the Building;

 

(e)       anydamage, injury or loss caused by other lessees or persons in the Building;

 

(f)        anydamage, injury or loss arising from or in connection with the use of thecarparks in the Building;

 

Sub-clauses (a), (d), (e) and (f) ofthis clause 5.1.1. shall apply for a case of negligence as well as to any othercase(s) howsoever arising.

 

5.1.2            Inany event, and not withstanding anything contained in this Lease, in nocircumstances (except for the willful default of the Lessor) shall the Lessorbe liable, in contract, in tort or otherwise howsoever and whatever the causethereof for any loss of profit, business, contracts or revenues or for anyspecial, indirect or consequential damage of any nature whatsoever.

 

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5.2               **Accidents**

 

5.2.1            TheLessor shall not be responsible to the Lessee or to the Lessee’s employees,independent contractors, agents, invitees, licensees nor to any other personsfor any :-

 

(a)       accident,happening or injury suffered in the Premises or the Building; or

 

(b)       damageto or loss of any goods or property sustained in the Building ( whether or notdue to the negligence or misconduct of any security guards or the failure ofany security system for which the Lessor is in any way responsible) ; or

 

(c)       act,omission, default, misconduct or negligence of any employee of the Lessor orany person acting under such employee in respect of the Premises or theBuilding,

 

howsoever occurring.

 

**6.****                 PROVISOS**

 

The parties agree to the following provisos:-

 

**6.1****              Provisofor re-entry**

 

6.1.1            Ifand whenever during the Term :-

 

(a)       anyor any part of the Rent reserved by this Lease shall be unpaid for fourteen(14) days after any of the days when they become due for payment ( whether ornot they shall have been formally demanded) ; or

 

(b)       theLessee shall at any time fail or neglect to perform or observe any of thecovenants, conditions or agreements contained in this Lease to be performed orobserved by the Lessee; or

 

(c)       theLessee shall allow any distress or execution to be levied on the Lessee’sgoods; or

 

(d)       anevent of insolvency shall occur in relation to the lease;

 

it shall be lawful for the Lessor or anyperson or persons duly authorized by the Lessor for that purpose to re-enterthe Premises ( or any part thereof in the name of the whole) at any time (andeven if any previous right of re-entry has been waived) and to repossess thePremises and the Term hereby created and this Lease shall absolutely cease anddetermine whereupon the Lessor may forfeit and retain for its own benefit thedeposit

 

6.1.2            Re-entryin exercise of the rights contained in clause 6.1.1 shall be without prejudiceto any rights or remedies of the Lessor in respect of any breach of anycovenants by the Lessee contained in this Lease (including the breach inrespect of which the re-entry is made).

 

6.1.3            Withoutprejudice to any other rights or remedies of the Lessor, the Lessee shall payto the Lessor compensation and damages for the loss of Rent suffered by theLessor consequential upon the Lessor exercising its rights of re-entry.

 

6.1.4            Theexpression ‘an event of insolvency’ in clause 6.1.1 includes ( in relation to acompany or other corporation which is the Lessee) inability of the company topay its debt, entry into liquidation either compulsory or voluntary (except forthe purpose of amalgamation or reconstruction), the passing of a resolution forwinding up, the making of a proposal to the company and its creditors for acomposition in satisfaction of its debt or a scheme of arrangement of itsaffairs, the application to the court for the appointment of a judicial manageror the appointment of a receiver or judicial manager and ( in relation to an individualwho is the Lessee) inability to pay and having no reasonable prospect of beingable to pay his debts, the presentation of a bankruptcy petition, the making ofa proposal to his creditors for a composition in satisfaction of his debts or ascheme of arrangement of his affairs or the appointment of a receiver inrespect of his property.

 

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6.1.5            Inthe event that the Main Lessor at any time before the expiry of the Termbecomes entitled to and re-enters the Premises or the Land or any part thereofin the name of the whole, this Lease and/or the Term shall upon the saidre-entry absolutely determine without prejudice to any rights and/or remedieswhich have accured to either party against the other under this Lease andwithout the Lessor (where the re-entry was not caused by the default of theLessor under the Head Lease) or the Main Lessor being liable for anyinconvenience, loss, damages, compensation, costs or expenses whatsoever.

 

6.1A            **Liquidated Damages For Premature Terminate**

 

The Lessee agrees to pay the Lessorliquidated damages for failing to complete the 3 years term of this agreement,any Rent that may be payable for the unexpired period of this Agreement if theLessee shall terminate this Agreement or this Agreement is terminated as aresult of the default of the Lessee, prior to the expiry of this Agreement.

 

6.2               **Power of Lessor to deal with adjoining property and the Premises**

 

6.2.1            TheLessor may deal with as it might think fit with other property belonging to theLessor adjoining or nearby and to erect or suffer to be erected on suchproperty any buildings whatsoever whether or not such Buildings shall affect ordiminish the light or air which may at any time be enjoyed by the Lessee inrespect of the Premises.

 

6.2.2            TheLessor shall have the right at all times without any consent from making anyarrangement with the Lessee to alter, reconstruct or modify in any waywhatsoever or change the use of the parts of the Building (including all fixtures,fittings, machinery and apparatus therein and thereto), so long as proper meansof access to and egress from the Premises are afforded and essential servicesare maintained at all times.

 

6.2.3            Nothingcontained in this Lease shall confer on the Lessee any right to enforce anycovenant or agreement relating to other parts of the Building demised by theLessor to others, or limit or affect the right of the Lessor in respect of anysuch other premises to deal with the same and impose and vary such terms andconditions in respect thereof in any manner as the Lessor may think fit.

 

6.2.4            TheLessor shall have the right at any time without the same constituting an actualor constructive eviction of the Lease, and without incurring any liability tothe Lessee therefor, to change the size and type of the doors, door frames anddoorways of and to the entrance to the Premises notwithstanding anyinterference or inconvenience thereby occasioned to the Lessee or any temporaryderogation from any of the provisions of this Lease. Provided Always that inregard to the exercise of this right the following provisions shall have effect:-

 

(a)       beforecommencing any works in connection with such change the Lessor shall give tothe Lessee not less than seven (7) days’ notice of its intention so to do;

 

(b)       thesaid works shall be undertaken and completed in such manner as to secure theleast amount of interference and inconvenience to the Lessee consistent withthe execution of the said works in a reasonable and practical way.

 

(c)       propermeans of access to and egress from the Premises shall be afforded to the Leaseand essential services shall be maintained at all times.

 

6.2.5            TheLessor shall be entitled to improve, extend, vary renovate, reduce or carry outany other works to the Land as it shall deem fit in its absolute discretion butshall make all reasonable efforts to ensure that the same does not materiallyaffect the Lessee’s enjoyment to the Premises or its business therein.

 

6.2.6            Nothingin this clause 6.2 shall prejudice the provisions of clause 4.4 or exoneratethe Lessor from its obligations thereunder.

 

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6.3               **Removal of property after determination of Term**

 

6.3.1            Ifat such time as the Lessee has vacated the Premises after the determination ofthis Lease, any property of the Lease shall remain in or on the Premises andthe Lessee shall fail to remove the same within fourteen (14) days after beingrequested by the Lessor so to do by a notice to that effect then the Lessor mayas the agent of the Lessee sell such property and shall then apply the proceedsof sale after deducting the costs and expenses of removal, storage and salereasonably and properly incurred by it towards discharging any sum due from theLessee to the Lessor under the provisions of this Lease and shall hold thebalance thereof (if any) to the order of the Lessee.

 

6.3.2            TheLessee shall indemnify the Lessor against any liability incurred by it to anythird party whose property shall have been sold by the Lessor in the bona fidemistaken belief (which shall be presumed unless the contrary be proved) thatsuch property belonged to the Lessee and was liable to be dealt with suchpursuant to this clause.

 

6.4               **Notices, consents and approvals**

 

6.4.1            Allnotices, demands or other communications required or permitted to be given ormade hereunder shall be in writing and shall be sufficiently served on theLessee if the same is addressed to the Lessee and sent by telefax to thetelefax number of the Lessee at the Premises or delivered personally or sent byregistered post to the Premises or sent by electronic means (including internetemail). All notices, demands or other communications shall be sufficientlyserved on the Lessor if the same is addressed to the Lessor and sent byregistered post to the registered office for the time being of the Lessor. Anysuch notice, demand or communication shall be deemed to have been duly servedimmediately ( if given or made by facsimile, electronic means or delivered byhand) or (if given or made by letter) twenty-four (24) hours after posting andin proving the same it shall be sufficient to show that the envelope containingthe same was duly addressed, stamped and posted.

 

6.4.2            Wherethe consent or approval of the Lessor is required for any act, matter or thingwhatsoever relating to this Lease or the Premises, the Lessor shall notunreasonably withhold such consent or approval. Without prejudice to thegenerality of the foregoing, the Lessor shall, in relation to any fitting out,alteration or addition to the Premises or to any changes in the use thereof bythe Lessee, uses its best efforts to give its consent or approval within ten (10) workingday after it receives the relevant plans, layouts, designs, drawings, specificationsand/or details.

 

6.5               **Payments**

 

6.5.1            TheLessee covenants to pay to the Lessor promptly as and when due without demand,deduction, set-off, or counterclaim whatsoever all sums due and payable by theLessee to the Lessor pursuant to the provisions of this Lease, and covenantsnot to exercise or seek to exercise any right or claim to withhold rent orclaim to legal or equitable set-off.

 

6.6               **Determination of Floor Area**

 

6.6.1            Theparties hereby agree that for the purpose of calculating the Rent and Depositreferred to in clause 3.4 and all other matters in relations to this Lease, theparties shall accept that the Floor Area of the respective portions of thePremises shall be as provided in Schedule 1.

 

6.7               **Costs and Expenses**

 

6.7.1            TheLessee agrees to pay the Lessor :-

 

(a)       allthe Lessor’s legal costs and fees incurred in connection with the preparationand completion of this Lease, the stamp duty and all other disbursements andout-of-pocket expenses in respect thereof;

 

(b)       allthe lessor’s costs and expenses (including solicitor’s costs and costs ofLessor’s architect, engineer or surveyor where applicable) incurred inconnection with every application made by the Lessee for any consent orapproval required under this Lease 

 

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whether or notsuch consent or approval shall be granted or given, save for the Lessee’s Worksprior to the commencement of the Term.

 

**6.8****              Untenantability**

 

6.8.1            Ifthe Premises or any part thereof shall at any time be damaged or destroyed byfire so as to render the Premises unfit for occupation and use (except wheresuch damage or destruction has been caused by, or the policy or policies ofinsurance in relation to the Premises shall have been vitiated or payment ofthe policies monies withheld in whole or in part in consequences of, some actor default of the Lessee, its servants, independent contractors, agents or anypermitted occupier) the Rent reserved by this Lease or a fair and justproportion thereof according to the nature and extent of the damage sustainedshall be suspended until the Premises shall again be rendered fit foroccupation and use Provided Always that if the Premises are so badly damagedthat there is no reasonable prospect of the Premises being restored for use forthe purposes of this Lease within 6 months from the date of damage, then theLessee or the Lessor may within ninety (90) days after such damage has beensustained give written notice to the other party terminating this Lease andthereupon this Lease shall terminate and the Lessee shall (if still inoccupation) vacate the Premises without compensation from the Lessor ANDPROVIDED ALSO that the Lessee shall not be entitled to give notice oftermination if the damage was caused by any act or default of the Lessee, itsservants, independent contractors, agents or any permitted occupier.

 

AND FURTHER PROVIDED that nothing hereincontained shall be deemed to impose any obligation upon the Lessor to rebuildor reinstate or make fit for occupation the Premises.

 

**6.9****              NoWaiver**

 

6.9.1            Knowledgeor acquiescence by the Lessor of any breach by the Lessee of any of thecovenants, conditions or obligations herein contained shall not operate or bedeemed to operate as a waiver of such covenants, conditions or obligations andany consent or waiver of the Lessor shall only be effective if given inwriting. No consent or waiver expressed or implied by the Lessor to or of anybreach of any covenant, condition or obligation of the Lessee shall beconstrued as a consent or waiver to or any other breach of the same or anycovenant, condition or obligation and shall not prejudice in any way therights, powers and remedies of the Lessor herein contained. Any acceptance bythe Lessor of Rent reserved by this Lease or any other sum payable under thisLease shall not be deemed to operate as a waiver by the Lessor of any right toproceed against the Lessee in respect of a breach by the Lessee of any of theLessee’s obligations hereunder.

 

**6.10****            Norepresentations**

 

6.10.1          TheLessor shall not be bound by any representation or promises with respect to theBuilding and its appurtenances, or in respect of the Premises, except asexpressly set forth in this Lease with the object and intention that the wholeof the agreement between the Lessor and Lessee shall be set forth herein, andshall in no way be modified by any discussions which may have preceded thesigning of this Lease. The Lessor does not expressly or impliedly warrant thatthe Premises are now or will remain suitable or adequate for all or any of thepurposes of the Lessee and all warranties (if any) as to suitability andadequacy of the Premises implied by law are hereby expressly negatived.

 

6.10.2          Providedthat the Lessor is supplied at least 6.55 megawatts of electrical powercapacity by the relevant authorities, the Lessor agrees to allocate up to 4megawatts of such capacity to the Lessee. Subject to the foregoing, the Lessordoes not warrant or represent that the electrical capacity of the Premises orthe Land is sufficient or adequate for the Lessee’s purposes.

 

**6.11****            Nameof Building**

 

6.11.1          TheLessor shall have the right at all times without obtaining any consent from theLessee, to change the name or number by which the Building is known.

 

6.11.2          TheLessee shall not use the name of the Building as part of its trade or businessname, other than its address and place of business. The Lessee shall not use aname, trademark or service mark 

 

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which includes the name of the Building orany derivative name sounding similar thereto for any purpose whatsoever.

 

**6.12****            Rules andregulations**

 

6.12.1          TheLessor shall have the right at any time and from time to time to make, add to,amend, cancel or suspend such rules and regulations in respect of theBuilding as in the judgment of the Lessor from time to time be required for themanagement, safety, care or cleanliness of the Building or for the preservationof good order therein or for the convenience of the Lessees and all such rules andregulations shall bind the Lessee, the Lessee’s employees, independentcontractors, agents, visitors, invitees, licensees and permitted occupiers uponand from the date on which notice in writing thereof is given to it by theLessor Provided always that the Lessor shall not be liable to the Lessee in anyway for violation of the rules and regulations by any person includingother Lessees of the Building or the employees, independent contractors,agents, visitors, invitees or licensees of any such persons. If there shall beany inconsistency between the provisions of this Lease and the provisions ofsuch rules and regulations then the provisions of this Lease shallprevail.

 

6.12.2          Notwithstandinganything herein contained, the Lessor shall have the right at all times torefuse access to the Land or otherwise control such access in respect of anyperson whose presence on the land may be in the judgment of the Lessor beprejudiced to the safety character reputation and interest of the Land and its lesseesor occupiers.

 

**6.13****            Outerdoors of Building**

 

6.13.1          TheLessor shall so far as practicable keep the outer doors of the Building open soas to provide the Lessee and the Lessee’s employees, independent contractors,agents and permitted occupiers uninterrupted access subject always to theclosure of the outer doors of the Office Building after office hours.

 

6.13.2          TheLessor may in the case of invasion, mob, riot, public excitement or othercircumstances rendering such action advisable in the Lessor’s opinion, preventaccess to the Building during the continuance of the same and for so long andin such manner as the Lessor deems necessary including the closure of all doorsand entrances of the Building.

 

**6.14****            Weightand stresses**

 

6.14.1          TheLessor shall in all cases retain and have the power to prescribe the weight andproper position of all iron or steel safes and other heavy machinery andequipment, articles or goods whatsoever in the Premises and any or all damagescaused to the Building or any part thereof of the Lessee or anyone on itsbehalf by taking in or moving out any safe, items of machinery and equipment,furnitures, goods or other articles or during the time such are in theBuilding, shall be made good by the Lessee. If the Lessee shall not withinseven (7) days of the Lessor’s notice, proceed diligently to repair ormake good the damage, the Lessor together with Interest from the date of noticeuntil payment by the Lessee to the Lessor shall be paid by the Lessee on demandand such monies shall be recoverable as if they were rent in arrears.

 

**6.15****            HoldingOver**

 

6.15.1          Ifthe Lessee continues to occupy the Premises beyond the expiration ordetermination of the Term or fails to deliver vacant possession thereof to theLessor after the expiration or determination of the Term, with the Lessor’sacquiescence and without any express agreement between the Lessor and theLessee, the Lessee shall do so as a monthly Lessee and shall pay to the Lessorfor every month of such holding over double the amount of Rent and there shallbe no renewal of this Lease by operation of law or pursuant to the provisionsof this Lease. During the period of such holding over all other provisions ofthis Lease shall be and remain in effect. Such tenancy shall be determinable atany time by either the Lessor or the Lessee giving to one other (1) month’snotice in writing. The provisions herein shall not be construed as the Lessor’sconsent for the Lessee to hold over after the expiration or determination ofthe Term.

 

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**6.16****            Severance**

 

6.16.1          Theillegality, invalidity or unenforceability of any provision of this Lease underthe law of any jurisdiction shall not affect its legality, validity orenforceability under the law of any other jurisdiction nor the legality,validity or enforceability of any provision.

 

**6.17****            Lessor’sright of assignment**

 

6.17.1          TheLessor shall be entitled to assign all or any part of the Lessor’s interestunder this Lease without notice to the Lessee and upon assignment all theLessor’s covenants and obligations under this Lease shall cease forthwith andthe Lessee hereby agrees upon such assignment to release the Lessor from allthe Lessor’s covenants and obligations herein.

 

6.17.2          TheLessor shall be entitled to transfer all its past, present or future rights,interest and obligations of the Lessor under this Lease to any of itssubsidiaries within the meaning of the Companies Act (Cap 50) and the Lesseeshall forthwith upon the Lessor’s written request, enter into such novation orother agreements in such form as may be specified by the Lessor to transfersuch rights, interest and obligations.

 

**6.18****            Placementof Cooling Towers**

 

6.18.1          Inconsideration of the Lessee fulfilling the Term, complying with the terms andconditions applicable to this Lease and paying the charges provided in Clause6.18.2, the Lessor agrees to allow the Lessee to place cooling towers on theroof top of the Building to the expiry or earlier termination of the Term,provided that :

 

(a)       theweight of such cooling towers shall not exceed 5KN per square metre; and

 

(b)       theposition of placement of the cooling towers shall be subject to the Lessor’sapproval in writing.

 

6.18.2      TheLessee shall pay to the Lessor charges for the placement of cooling towers atthe monthly rate of $0.30 per square foot based on the area occupied by thecooling towers for the period of placement of the cooling towers. The Lesseeshall pay to the Lessor the monthly charges in advance on the first day of eachcalendar month (each a “Payment Date”). On or before the date of installationof the cooking towers, the Lessee shall pay to the Lessor, a full calendarmonth’s charges for the placement of the cooling towers. Thereafter, thecharges shall be paid on each subsequent Payment Date. The Lessee shall beliable to pay a full calendar month’s charges for placement of cooling towersfor any part of the calendar month. The charges for the placement of coolingtowers shall be recoverable as if they were rent in arrears. The amount payableby the Lessee under this clause 6.18.2 shall be reviewed at or about the startof each Term Year (as defined in paragraph 2.1 of schedule 4) by referenceto the prevailing market rate for storage charges.

 

6.18.3          Theprovisions of Clause 2.4 of the Lease shall apply mutatis mutandis to any worksthat may be required to be performed by the Lessee to install the coolingtowers as if such works were Lessee’s Works.

 

6.18.4          Atthe expiration or earlier termination of the Term, the Lessee shall remove fromthe roof top the cooling towers and all additions, improvements, fixtures andfittings installed by the Lessee and reinstate the roof top to the state andcondition as at the date the Lessee first installed the cooling towers. The removaland reinstatement works in respect of the cooling towers shall be carried outby a contractor appointed by the Lessee and approved by the Lessor. The Lesseeshall make good to the satisfaction of the Lessor all damage to the roof topand the Building resulting from the installation, placement and removal of thecooling towers or the reinstatement of the roof top.

 

**6.19****            Alternative dispute resolution**

 

The Lessor and the Lessee agree that if anydispute or disagreement should arise out of or in connection with this Lease,they will seek to resolve such dispute or disagreement amicably by 

 

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mediation or other alternative dispute resolution procedure acceptableto both of them. If either party fails or refuses to agree to or participate inthe mediation or other alternative dispute resolution or if the dispute ordisagreement is not resolved to the satisfaction of both the Lessor and theLessee within 90 days after it first arose, the dispute or disagreement shallbe referred to arbitration by a single arbitrator in accordance with theArbitration Act (Cap.10).

 

For the avoidance of doubt, this clause 6.19shall not apply to the failure by the Lessee to pay Rent or other agreed sumsunder this Lease.

 

**6.20****            Governing law and submission tojurisdiction**

 

6.20.1          ThisLease shall be construed and governed by the laws of Singapore.

 

6.20.2          Withoutprejudice to the clause 6.19, in relation to any legal action or proceedingarising out of or in connection with this Lease (‘Proceedings’), the partieshereby irrevocably submit to the jurisdiction of the courts of Singapore andwaive any objection to Proceedings in any such court on the grounds of venue oron the grounds that the Proceedings have been brought in an inconvenient forum.Such submission shall not affect the right of any party to take Proceedings inany other jurisdiction nor shall the taking of Proceedings in any jurisdictionpreclude any party from taking Proceedings in any other jurisdiction.

 

IN WITNESS the parties hereto executed this Agreement on 13thday of February, 2006.

 
|                         | /s/ Bei Keau Ong             |   |
|------------------------------|------------------------------|--------|
| Signed by:                   | Bei Keau Ong                 |
| Title:                       | Acting General Manager       |
| For and on behalf of         |
| **KEPPEL LOGISTICS PTE LTD** |
|                         |
| in the presence of:          | /s/ Joanne Ker               |   |
| Witness:                     | Joanne Ker                   |
|                         |
|                         |
|                         | /s/ Barbara A. Caulfield     |   |
| Signed by:                   | Barbara A. Caulfield         |
| Title:                       | Executive Vice President and |
|                         | General Counsel              |
| For and on behalf of         |
| **AFFYMETRIX PTE LTD**       |
|                         |
| in the presence of:          | /s/ Felix Peralta            |   |
| Witness:                     | Felix Peralta                |
|                              |                              |        |  |  |  |  |  |

 

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**SCHEDULE 1**

 

**DESCRIPTIONOF THE PREMISES**

 

 

All the Premises on the :

 

(a)               3rdFloor of the Warehouse Building at 7 Gul Circle Singapore 629563, being thearea edged red on the annexed plans marked Annexure A, and containing an estimatedfloor area of 136,000 square feet and the weight stress of 20KN per squaremeter or thereabouts; and

 

(b)               Floor2M of the Office Building at 7 Gul Circle Singapore 629563, being the areaedged red on the annexed plan marked Annexure B and containing an estimatedfloor area of 9170 square feet or thereabouts ;

 

c)  Open rooftop space forCooling Towers

 

Which building is erected on Government Resurvey Lot 1631X of Mukim 7

 

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**SCHEDULE 2**

 

 

TOGETHER WITH ( but to the exclusion of all other liberties, easements,rights or advantages ):

 

FIRSTLY                                The rightfor the Lessee and others duly authorized by the Lessee of egress from thePremises in over and along all the usual entrances, landings, lifts, lobbiesand corridors leading thereto in common with the Lessor and all others soauthorized by the Lessor and all the other persons entitled thereto, such rightbeing only so far as it is necessary and as the Lessor lawfully grant;

 

SECONDLY                           Theright of the Lessee and others duly authorized by the Lessee to use suchsufficient toilet facilities in the Building as shall be designated from timeto time in writing by the Lessor but such user shall be in common with theLessor and all other persons entitled thereto;

 

THIRDLY                              Theright for the Lessee and all others authorized by the Lessee to enjoy thebenefit of the air-conditioning system installed in the Building (subject tothe obligations of the Lessee to connect the same to the air-conditioningdistributing ducts installed or to be installed by the Lessee in the Premises)in common with the Lessor and all others so authorized by the Lessor and allother persons entitled thereto.

 

FOURTHLY                          Affymetrixwill be given fifteen (15) complementary car lot spaces in the private carparking area designated by the Lessor. Additional lots (up to 10 more) can be provided at a nominal charge ofS$75.00 per lot per month.  Supplementalcar lot spaces, if required, can be provided on the 6th floor (rooftop car lot area) or within the open space in the facilitiy at S$50.00 per lotspace per month.

 

The Lessor maybut shall not be obliged to provide any additional car park lots when requestedby the Lessee and any such allocation shall be for such duration as may bedetermined by the Lessor.

 

FIFTHLY                               Theright for the Lessee to use the loading & unloading area freely atLessee’s disposition and to allow the Contractor’s to truck operators up to theloading/unloading area.

 

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**SCHEDULE 3**

 

 

EXCEPTING ANDRESERVING unto the Lessor :

 

1.             theright to the free and uninterrupted passage and running of water, gas, sewage,electricity, air-conditioning services, telephone and other services orsuppliers from and to other parts of the Building in and through the ConductingMedia and ancillary apparatus which now are or may during the Term be in, underor over the Premises.

 

2.             all rights of entryupon the Premises referred to in clause 3 of this Lease

 

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**SCHEDULE 4**

 

**RentProvision**

 

 

1.             **Lessee’s liability to pay Rent**

 

1.1           TheLessee shall pay to the Lessor the monthly Rent in advance on the first day ofeach month ( each a ‘Payment Date’).

 

2.             **Calculation of Rent**

 

2.1           TheRent payable for the Premises located on the 3rd Floor of theWarehouse Building (hereinafter referred to as the “Principal Rent”) shall be :

 

(a)   $112,000.00per month for the 3rd Floor Warehouse

 

(b)   $12,000.00per month for 2M office

 

(c)   $780.00per month for Roof Top Open space

 

A 20% Discount will be given to Affymetrixfor the 3rd Floor Warehouse for the month of January 2006 only.

 

 

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