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, conditions
and stipulations:


 


(E)               COVENANTS AND CONDITIONS


 


1                  INTERPRETATION


 


1.1               In
this Lease the following words and expressions shall where the context so
admits have the following meaning :-


 


“Building” means the office and/or warehouse
building and open rooftop space for cooling towers of which the Premises from
part 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 is
appurtenant 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 the
Lessee with the Lessor pursuant to clause 3.4.


 


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


 


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


 


“Head Lease” means the lease between the Main
Lessor and the Lessor in respect of the Land and includes all amendments or
modification thereof;


 


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


 


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


 


“Lease” includes any instruments supplemental
to it.


 


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


 


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


 


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


 


“Main Lessor” means Jurong Town Corporation;


 


“Month” means a calendar month;


 


“Required Condition” means the state and
condition of the Premises as may be specified by the Lessor and the
aforementioned specifications may relate to the concrete topping, ceiling
boards, 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 the
Demised 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 marked
Annexures A and B, excluding the exterior faces of external walls, the exterior
faces of boundary walls and the roof.


 


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


 


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


 


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


 


“Term” means the term of years granted by
this Lease.


 


1.2               All
references to the approval or consent of the Lessor herein shall mean the
written approval or consent of the Lessor and shall include any conditions as
may be imposed by the Lessor.


 


2                  DEMISE


 


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


 


2.2               The
Lessee acknowledges that the boundaries and configuration of the Premises shown
on the enclosed floor plan are subject to the approval of the relevant
authorities including the Fire Safety Bureau of the Premises. If any change or
amendment to the said boundaries or configuration is required in order to
comply with the requirements of the relevant government authorities, the Lessee
shall accept the amended boundaries, configuration and area of the Premises and
shall not be entitled to demand compensation in respect of the changed area nor
claim for damages or any remedy of whatever nature PROVIDED THAT if the amendment
to the boundaries, configuration and/or area of the Premises materially and
adversely affect the Lessee’s use and enjoyment of the Premises or the Lessee’s
business conducted on the Premises, the Lessee may by notice in writing served
on the Lessor terminate this Lease forthwith and neither party shall have any
claim against the other in connection with the termination.


 


2.3               The
Lessor shall give and the Lessee shall take possession of the Premises on the
following 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            The
Lessee shall carry out at the Lessee’s own costs and expense all works required
by the Lessee for the purpose of fitting out the Premises including the works
listed hereunder:-


 


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


 


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


 


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


 


(d)       installation
of all necessary controls and detectors.


 


(e)       installation
of Cleanroom facility and its related works for manufacturing of Gene Chips
manufacturing;


 


(f)        necessary
work for upgrading the power supply;


 


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


 


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


 


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


 


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


 


2.4.3            Prior
to the commencement of the Lessee’s Works, the Lessee shall its own costs and
expense submit to the Lessor for approval all plans, layouts, designs, drawings
and specifications for the Lessee’s Works before the Lessee submits the same to
any relevant government authority for the approval.


 


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


 


2.4.5            Prior
to the commencement of the Lessee’s Works, the Lessee shall effect and maintain
at the Lessee’s cost and expense, comprehensive all risks insurance policies
and public liability policies, covering the period from the date of
commencement and to the date of completion., of the Lessee’s Works each in an
amount not less than Singapore Dollars Two million only (S$2,000,000.00) in
respect 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-insured
parties for their respective rights and interests.


 


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


 


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


 


(b)       with
good and suitable materials;


 


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


 


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


 


(e)       so
as not to cause any obstruction or interference with the works of other lessees
or occupiers of the Building;


 


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


 


(g)       in
compliance with all statutes, orders and regulations made under codes of
practice of local authorities and competent authorities affecting the Lessee’s
Works and/or the Premises; and


 


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(h)       with
due diligence.


 


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


 


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


 


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


 


2.4.8            The
Lessee shall keep the Lessor indemnified against:-


 


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


 


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


 


2.4.9            Any
delay in carrying out or completing the Lessee’s Work shall not be a ground for
postponing the commencement of the Term or payment of Rent and other moneys
reserved by this Lease, or relieve in any way the Lessee from the performance
and observance of the obligations, covenants, conditions and provisions on the
Lessee’s part to be performed and observed.


 


3                  LESSEE’S COVENANTS


 


The Lessee covenants with the Lessor as
follows:-


 


3.1               Rent, Interest and Taxes


 


3.1.1            During
the whole of the Term, the Lessee shall pay to the Lessor, the Rent at the
times and in the manner specified in Schedule 4, without any deduction
whatsoever.


 


3.1.2            If
the whole or any part of the Rent and other monies due under this Lease shall
remain unpaid after they shall have become due (whether such Rent or other
monies be formally demanded or not), then to pay Interest on such Rent (or part
thereof) and other monies, as from the date they became due until they are paid
to the Lessor and such Interest shall be recoverable from the Lessee as if they
were rent in arrears. Nothing in this clause shall entitle the Lessee to
withhold or delay any payment of the Rent or any other sum due under this Lease
after the date upon which they fall due or in any way prejudice affect or
derogate from the rights of the Lessor in relation to such non-payment
including (but without prejudice to the generality of the above) under the
proviso for re-entry contained in this Lease.


 


3.1.3            It
is hereby agreed that the Rent and other sums payable by the Lessee under this
Lease (hereinafter collectively called ‘the
Agreed Sum’) shall, as between the Lessor and the Lessee, be
exclusive of any applicable goods and services tax, imposition, duty and levy
whatsoever (hereinafter collectively called ‘Taxes’)
which may from time to time be imposed or charged before, on or after the
commencement of this Lease (including any subsequent revisions thereto) by any
government, quasi-government, statutory or tax authority (hereinafter called ‘the Authorities’) on or calculated by
reference to the amount of the Agreed Sum (or any part thereof) and the Lessee
shall 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 or
enable the Lessor to comply with any applicable orders or directives of the
Authorities and the relevant laws and regulations.


 


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


 


(a)       The
Lessee shall pay, without requiring any notice from the Lessor all such Taxes
for its own account (if the liability to pay is imposed on the Lessee), or on
behalf of and in the name of the Lessor (if the liability to pay imposed on the
Lessor) on receipt of written notice from the Lessor, and without prejudice to
the foregoing, if the law requires the Lessor to collect and to account for
such Taxes, the Lessee shall pay such Taxes to the Lessor (which shall be in
addition to the Lessee’s liability to pay the Agreed Sum) on receipt of written
notice from the Lessor; and


 


(b)       The
sum payable by the Lessee in respect of which the relevant deduction,
withholding or payment is required on account such Taxes, shall be increased to
the extent necessary to ensure that after the making of the aforesaid
deduction, withholding or payment, the Lessor or any person or persons to whom
such sum is to be paid, receives on due date and retains (free from any
liability in respect of any such deduction, withholding or Taxes) a net sum
equal 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 clause
shall be in addition and without prejudice to any other rights or powers of the
Lessor under any applicable order or directive of the Authorities or any
relevant law or regulation, to recover from the Lessee the amount of such Taxes
which may be or is to be paid or borne by the Lessor.


 


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


 


Without prejudice to any of the foregoing
provisions, the Lessee shall pay and reimburse the Lessor for all goods and
services tax which may from time to time be imposed or charged on or after the
commencement date of this Lease in respect of any supply which may be
determined by the Comptroller of Goods and Services Tax under or in connection
with the occupation and lease of the Premises and the Lessee shall indemnify
and hold harmless the Lessor from any losses, damages, claims, demands,
proceedings, actions, costs, expenses, interests and penalties suffered or
incurred by the Lessor in respect of any such goods and services tax.


 


3.2               Utilities & Communications Facilities


 


3.2.1            To
pay all charges including any taxes now or in the future imposed in respect of
water, gas, electricity and any other services supplied and metered separately
to the Premises which shall be consumed or supplied on or to the Premises, or
an appropriate proportion thereof attributable to the Premises and to pay all
necessary hire charges for any equipment or appliances supplied to the Lessee
by the Singapore Power Ltd or other appropriate authority. In the event of such
water, gas, electricity and other services not being supplied and metered
separately to the Premises, to pay to the Lessor or proportionate part of the
cost thereof, such cost to be calculated by the Lessor and notified to the
Lessee by a statement from the Lessor in writing, such statement to be
conclusive as to the amount thereof, and in the event of the Public Utilities
Board or other equivalent authority responsible for the supply of electricity,
gas, water and any other services supplied and used in the Building increasing
the charges therefore, the Lessee shall pay to the Lessor a proportionate part
of the increased costs thereof, such costs to be calculated by the Lessor and
notified to the Lessee by a statement from the Lessor in writing, such
statement to be conclusive as to the amount thereof.


 


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3.2.2            If
electricity within the Premises shall be separately metered, to apply to the
Singapore Power Ltd or other relevant authorities (“PUB”) for the installation
and testing of the meter through licensed electrical workers, and to pay all charges
directly to PUB.


 


3.2.3            To
make necessary applications to Singtel for the installation of any telex and
telephone facilities and bear all necessary expense, fees or usage charges in
connection with or in relation to such facilities.


 


3.3               Property Tax


 


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


 


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


 


(b)       The
provisions of this clause 3.3.1 shall continue to apply notwithstanding the
expiry or earlier determination of this Lease.


 


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


 


3.4               Deposit


 


3.4.1            Upon
the execution of this Lease the Lessee shall have paid to the Lessor a sum of
Dollars 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 advance
rental. Deposit shall be maintained at an amount equivalent to Two (2) month’s
Rent during the Term. The Deposit shall be held by the Lessor as security for
the due observance and performance by the Lessee of all the several covenants
stipulations and agreements on the part of the Lessee herein contained.


 


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


 


3.5               Insurance


 


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


 


(a)       comprehensive
public liability insurance policy in the name of the Lessee against claims for
personal injury death or property damage or loss arising out of all operations
of the Lessee in the Premises of an amount not less than Dollars Five million
only (S$5,000,000.00) or 


 


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


 


(b)       an
adequate insurance policy against loss or damage by fire on internal partitions
and all goods and assets belonging to or held in trust by the Lessee in the
Premises;


 


(c)       workmen
compensation in respect of its workers and employees in accordance with the
requirements of the Workmen Compensation Act (Cap.354).


 


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


 


3.5.3            The
Lessor shall include a waiver subrogation clause in favour of the Lessee in the
insurance policy against loss or damage by fire. The Lessor shall ensure that
its insurers agree to waive any right of contribution against the Lessor’s
insurers. The Lessor further waives any claims against the Lessee and release
the Lessee from any liability for any loss or damage that would be payable
under the insurance against loss or damage by fire taken out by the Lessor. The
waivers herein shall not apply to any case of intentional damage by Lessee.


 


3.5.4            All
policies of insurers required to be effected by the Lessee shall be taken out
with an international insurance company, which is in charge of the international
insurance program of the Lessee. Copies of such policies of insurance shall be
produced 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 the
renewal of such polices.


 


3.6               Repair


 


3.6.1            The
obligations in this clause 3.6 extend to all improvements and additions to the
Premises and all Lessor’s fixtures, fittings and appurtenances of whatever
nature affixed or fastened to the Premises.


 


3.6.2            If
any damage or injury is caused to the Lessor or to any person whomsoever
directly or indirectly on account of the condition of any part of the interior
of the Premises (including flooring, walls, ceiling, doors, windows, curtain
wall and its related parts including fluorocarbon coating thereon and other
fixtures), to be wholly responsible therefor and to fully indemnify the Lessor
against all claims, demands, actions and legal proceedings whatsoever made upon
the Lessor by any person in respect thereof. In the interpretation and
application of the provisions of this sub-clause, the decision of a mutually
agreed upon independent surveyor or architect shall be final and binding upon
the Lessor and the Lessee.


 


3.6.3            To
give immediate notice to the Lessor or its building supervisor of any defects
or damage to the Premises or any fittings fixtures or other facility provided
by the Lessor.


 


3.7               Alterations


 


3.7.1            Not
to make any alterations or additions to or affecting the structure or exterior
of the Premises or the appearance of the Premises as seen from the exterior
except in accordance with the plan approved by the Lessor in accordance with
clause 6.4.2.


 


3.7.2            Not
to paint or make any additions or alterations or exert any force or load on the
curtain wall, its frame structure and all its related parts or to place or
affix any structures or articles or materials 


 


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thereon which would otherwise render the warranty granted in favour of
the Lessor in respect of such wall and structure null and void, except in
accordance with the plans approved by the Lessor in accordance with clause
6.4.2.


 


3.7.3            Not
without the prior written consent of the Lessor to make any other alterations
or additions to the Premises, except in accordance with the plans approved by
the Lessor in accordance with clause 6.4.2. For purpose of seeking the Lessor’s
consent herein, the Lessee shall submit to the Lessor all plans, layouts,
designs, drawings, specifications and details of proposed materials to be used
for any proposed alterations and additions. Alterations and additions for the
purpose of this clause shall include but shall not be limited to works relating
to:-


 


(a)       internal
partitions, floors and ceilings within the Premises;


 


(b)       electrical
wiring, conduits, light fittings and fixtures;


 


(c)       air-conditioning
installations, ducts and vents;


 


(d)       fire
protection devices;


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


 


(f)        all
mechanical and electrical engineering works.


 


3.7.4            All
alterations and additions to the Premises shall only be carried out by the main
contractor appointed by the Lessee and with the consent of the Lessor, such
consent not to be unreasonably withheld.


 


3.7.5            All
planning and other consents necessary or required pursuant to the provisions of
any statute, rule, order, regulation or by-law for any alteration or addition
to the Premises or any part thereof, shall be applied for and obtained by the
Lessee at its own cost and expense.


 


3.7.6            The
Lessee shall carry out and complete all alterations and additions to the
Premises in accordance with plans, layouts, designs, drawings, specifications
and using materials approved by the Lessor pursuant to clause 3.7.3 in a good
and workmanlike manner in accordance with all planning and other consents
referred to in clause 3.7.5.


 


3.7.7            The
Lessee shall not without the prior written approval of the Lessor (such
approval not to be unreasonably withheld), install or erect any exterior
lighting, shade, canopy or awning or other structure in front of or elsewhere
outside the Premises.


 


3.7.8            Not
to change or in any way vary the front of the Premises and the entrance door
provided or approved by the Lessor for access to the Premises and not to
install locks, bolts or other fittings to the said entrance door additional to
those supplied or approved by the Lessor or in any way to cut or alter the said
entrance door without having the prior written consent of the Lessor, such
consent not to be unreasonably withheld.


 


3.8               Lessor’s right of inspection and right of repair


 


3.8.1            Upon
the request of the Lessor, to permit the Lessor and its servants or agent by
prior 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 plan
set out in Annexure A and examine their condition and also to take schedule of
fixtures in the Premises.  If schedule of
fixture is needed, Lessor will reasonably make arrangements with Lessee and schedule work
to be done outside of normal business hours and/or work with Lessee as to not
disrupt the normal operations of Lessee.


 


3.8.2            If
any breach of covenant, defects, disrepair, removal of fixtures or unauthorized
alterations or additions shall be found upon such inspection for which the
Lessee is liable then upon notice by the Lessor to the Lessee, to execute all
repairs, works, replacements or removals required within one (1) month (or
sooner if required by the Lessor) after the receipt of such notice, to the
reasonable satisfaction of the Lessor or the mutually agreed upon independent
surveyor.


 


9

















 


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


 


3.8.4            To
pay to the Lessor on demand all expenses so incurred with Interest from the
date 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            To
permit the Main Lessor and/or the Lessor or their respective servants or agents
with or without workmen, tools and equipment during the Term by prior
appointment and at the time stipulated by the Lessee to enter upon that portion
of the Premises shown edged in yellow in the plan set out in Annexure A to
examine the state and condition of the same and of defects decays and wants of reparation
and of all breaches of covenants contained in this Lease.


 


3.9               Lessor’s right of entry for repairs etc


 


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


 


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


 


(b)       to
effect or carry out any maintenance, repairs, alterations or additions or other
works which the Lessor or the Main Lessor may consider necessary or desirable
to any part of the Building or the water, electrical, air-conditioning and
other facilities and services of the Building; or


 


(c)       for
the purpose of exercising any of the powers and authorities of the Lessor under
this Lease; or


 


(d)       to
comply with an obligation of repair, maintenance or renewal affecting the
Premises or the Building; or


 


(e)       to
construct, alter, maintain, repair or fix anything or additional thing serving
the Building or the adjoining premises or property of the Lessor, and running
through or on the Premises; or


 


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


 


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


 


3.9.2            For
the 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, to
inform the Lessor or the Main Lessor of the time when access to that portion of
the Premises shown edged in yellow in the plan set out in Annexure A will be
granted.


 


3.10             Yield up in repair at the end of the Term


 


At the expiration or earlier determination of
the Term:-


 


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


 


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


 


3.10.3          To
remove from the Premises all additions, improvements, fixtures and fittings
installed by the Lessee and all notices, notice boards and signs bearing the
name of or otherwise relating to the Lessee (including in this context any
persons deriving title to the Premises under the Lessee) or its business.


 


3.10.4          Without
prejudice 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 other
electrical and electronic installations therein to their original state as at
the date the Lessee first took possession of the Premises to the satisfaction
of the Lessor, such reinstatement to be carried out by a specialist contractor
nominated by the Lessor and appointed by the Lesssee, under the supervision of
the Lessor’s architect, engineer or consultant and the Lessee shall pay for all
fees of such architect, engineer or consultant. In all other cases, the removal
and reinstatement works in respect of the Premises shall be carried out by a
contractor appointed by the Lessee and approved by the Lessor.


 


3.10.5          To
redecorate the Premises to the satisfaction of the Lessor, with two coats of
good quality oil paint or emulsion paint and with wall paper for those parts
normally wall papered and other appropriate treatment of all internal parts of
the Premises including the ceiling and floor in a good workmanlike manner using
suitable and appropriate materials as the Lessor may reasonably and properly
require.


 


3.10.6          To
make good to the satisfaction of the Lessor all damage to the Premises and the
Building resulting from the removal of the Lessee’s belongings, reinstatement
or redecoration of the Premises.


 


3.10.7          If
the Lessee fails to remove the fixtures and fittings, reinstate, redecorate or
make good any damage to the Premises in accordance with the provisions of this
clause 3.10, the Lessor may effect the same at the Lessee’s cost and expense
Provided that the Lessor together with the Rent which the Lessor shall be
entitled to receive had the period within which such works effected by the
Lessor been added to the Term, shall be paid by the Lessee within seven (7) days
of demand from the Lessor, and in this connection, a certificate of the Lessor
as to the amount of cost and expenses incurred shall be conclusive and binding
on the Lessee.


 


3.11             User


 


3.11.1          Not
to use the Premises otherwise than as a clean room for manufacturing of Gene
Chips, reagents, instrumentation and anxilliary storage and office space in
respect of that part of the Premises located on the 3rd floor of the
Warehouse Building and as office premises in respect of the Premises located on
floor 2M of the Main Office Building.


 


3.12             Covenants affecting use of Premises and Building


 


3.12.1          Not
to store in the Premises any significant quantities of petrol or other
specially toxic, explosive or combustible substance or any goods or thing which
in the opinion of the Lessor are of an obnoxious, dangerous or hazardous
nature, or any unlawful goods or substance save as may be authorized by the
relevant authorities.


 


3.12.2          Not
to use the Premises for any noxious, noisy or offensive trade or business nor
for any illegal or immoral act or purpose.


 


3.12.3          Not
to hold any sales by auction on the Premises.


 


3.12.4          Not
to hold in or on the Premises any exhibition, public meeting or public
entertainment.


 


3.12.5          Not
to permit any vocal or instrumental music in the Premises so that it can be
heard outside the Premises.


 


3.12.6          Not
to permit livestock of any kind to be kept on the Premises.


 


11

















 


3.12.7          Not
to do in or upon the Premises anything which may be or may become or cause a
nuisance, annoyance, disturbance, inconvenience or damage to the Lessor or its
other lessees of the Building or to the owners, lessees and occupiers of
adjoining and neighbouring properties.


 


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


 


3.12.9          To
obtain the prior written consent of the Lessor before bringing upon the
Premises any heavy machinery or other plant, equipment or goods with an imposed
load in excess of such weight as may be prescribed by the Lessor as being
applicable to the Premises. The Lessor may direct the routing, installation and
location of all such machinery, plant, equipment and goods and the Lessee shall
comply with all such directions, and shall make good and indemnify the Lessor
in respect of any damage to the Building caused by the bringing in of such
machinery, plant, equipment or goods.


 


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


 


3.12.11        Not
to do or omit to do anything which interferes with or which imposes an
additional loading on any ventilation, air-conditioning or other plant or
machinery serving the Building.


 


3.12.12        Not
to do anything whereby any policy of insurance on including or in any way
relating to the Premises taken out by the Lessor or the Main Lessor may become
void or voidable or whereby the rate of premium thereon or on the remainder of
the Building may be increased, but to provide one or more efficient fire
extinguishers of a type approved by the Lessor and to take such other
precautions against fire as may be deemed necessary by the Lessor or its
insurers.


 


3.12.13        Not
to allow any person to sleep in the Premises nor to use the Premises for
residential purposes.


 


3.12.14        Not
without the prior written consent of the Lessor to permit the vendors of food
or drink or the servants or agents of such vendors to bring to or onto the
Premises or any part thereof or onto the Building or any part thereof food or
drink for consumption by the occupiers or others in the Premises save and
except in the case of the contractor who has been given the right by the Lessor
to provide a food and drink service for the occupiers of the Building.


 


3.12.15        To
keep the Premises and every part thereof clean and in the fullest possible
hygienic condition and to keep all pipes, drains, basins, sinks and
water-closets in the Premises clean and unblocked.


 


3.12.16        To
keep the Premises free of pests, rodents, vermin and insects and to give
immediate notice to the Lessor and to the proper public authorities in the
event of any infectious illness occurring in the Premises and at the expense of
the Lessee to thoroughly fumigate and disinfect the Premises to the
satisfaction of the Lessor and such public authorities and otherwise comply
with their requirements in regard to the same.


 


12

















 


3.12.17        To
keep the windows of the Premises closed at all times and, save for any signage
approved 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 building
and which, in the opinion of the Lessor, is incongruous or unsightly or may
detract from the general appearance of the Building.


 


3.12.18        To
ensure that the decor and design of the exterior of the Premises are in
accordance with plans and specifications previously submitted to and approved
by the Lessor, and not to make any changes to such external parts without the
prior written consent of the Lessor.


 


3.12.19        To
ensure that all doors of the Premises are safely and properly locked and
secured when the Premises are not occupied.


 


3.12.20        Not
to cover or obstruct or permit to be covered or obstructed in any manner or by
any other article or thing (other than window blinds approved by the
Lessor), the windows, sky-lights or ventilating shafts or air inlets or outlets
which reflect or admit light or enable air to flow into or out of the Premises
or any part of the Building.


 


3.12.21      (a)         Not
to throw, place or allow to fall or cause or permit to be thrown or placed in
the lift shafts, water closets or other conveniences in the Building any
sweepings, rubbish, waste paper or other similar substances, and the Lessee
shall on demand pay to the Lessor the costs of repairing any damage to such
lift shafts, water-closets or other conveniences arising therefrom;


 


(b)       Not
to throw or deposit or permit to be thrown or deposited in the Premises any
rubbish, refuse or other waste material other than in the receptacles
designated for such used;


 


(c)       To
provide separate and suitable water-tight receptacles with plastic liners for
all waste and refuse produced or accumulated on the Premises and at the close
of each day or more often if required by the Lessor from time to time, remove
the same to such area as shall be designated by the Lessor for such use by the
Lessee.


 


3.12.22        Not
to permit or cause to be permitted the placing or parking of bicycles, motor
cycles or scooters, trolleys and other wheeled vehicles and/or the stocking or
storage 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 all
such internal and external parts of the Building clear and free of all
obstruction at all times.


 


3.12.23        Not
to place or take into the passenger lifts any baggage, furniture, parcels,
sacks, bags, heavy articles or other goods or other merchandise save only such
light articles as brief-cases, attaché cases and handbags and to use only the
service lift prescribed by the Lessor for the transportation of furniture,
goods and other heavy equipment.


 


3.12.24        Not
to permit or allow food trays and tiffin carriers to be brought into or carried
in any passenger lift and the Lessee shall ensure that such items are conveyed
in the service lift only.


 


3.12.25        Not
to permit or allow the contractors, workmen or cleaners (with or without
equipment and tools) engaged by the Lessee to use the passenger lifts of the
Building and to ensure that they use only the service lift prescribed by the
Lessor and not to permit any loading and unloading of any goods, supplies,
equipment, machinery or things at any place within the Land except within such
areas specifically designated for such purpose.


 


3.12.26        Not
to solicit business, display or distribute advertising material in the carparks
or other common areas of the Building.


 


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


 


13

















 


(b)       To
observe and perform and to cause all the Lessee’s independent contractors
agents invitees or licensees to observe and comply with all the rules and
regulations made by the Lessor from time to time for the safe and proper use of
the Land and/or the Premises.


 


3.12.28      (a)         Not
to use, permit or suffer the Premises to be kept or used as a place or premises
in which any person is employed in contravention of Section 57A of the
Immigration Act (Chapter 133) or any statutory modification or

re-enactment thereof for the time being in force and to indemnify the Lessor
against all costs, claims. Liabilities, fines or expenses whatsoever which may
fall upon the Lessor by reason of any non-compliance thereof.


 


(b)       Not
to harbour any illegal immigrants or allow any employee, supplier, contractor,
servant, agent or any of their servants or agents (other than those who are
Singapore citizens or Singapore Permanent Residents) without the requisite
employment passes or work permits to enter and/or remain upon the Premises.


 


3.12.28        Not to cause
or do or suffer to be done any act or thing which may as between the Lessor and
the 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 observed
or performed by virtue of the Head Lease but shall do or permit to be done any
act 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 Main
Lessor and the Lessor for any inconvenience, loss, damage, costs, expenses or
compensation whatsoever in the event that the Lessor or the Main Lessor, their
respective employees, servants or authorized agents with or without workmen,
tools and equipment should enter upon the Land or the Premises to do any act or
thing which the Lessor or the Main Lessor is entitled to do by virtue of the
this 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 the
Lessee with the terms, covenants, conditions and stipulations of the Head Lease
and any variations or amendments thereto as soon as reasonably practicable after
the Lessor is aware thereof.


 


3.12.29        To provide,
at its own cost and expense and subject to the prior approval in writing of the
Main Lessor, the Lessor and the relevant governmental and statutory
authorities, suitable and proper foundation for all machinery, equipment and
installations in connection with the approved usage at the Premises. The Lessor
and the Main Lessor shall not be liable for any loss, damage or inconvenience
that the Lessee may suffer in connection with any defects caused to the
ground/production floor slabs, aprons, drains and driveways of the production
floor slabs, aprons, drains and driveways of the Premises or from other defects
inherent or otherwise in the Premises.


 


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


 


(a)       take
all necessary steps to ensure that fire hazards in the Premises are prevented
or reduced to a minimum and keep within easy access in the Premises adequate
fire fighting equipment;


 


(b)       install
the required number of sprinklers, fire extinguishers, fire fighting or other
fire protection equipment (“the fire protection equipment”) as may be
considered adequate by the Lessor or the Fire Safety Bureau or other competent
authority in compliance with the current security or fire safety regulations as
prescribed by the Fire Safety Bureau or other competent authority from time to
time;


 


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


 


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


 


(e)       permit
the Lessor or the Fire Safety & Shelter Department or other competent
authority 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’s
obligations under the preceding sub-clauses (b), (c) and (d).


 


14

















 


3.13             Advertisements and signs


 


3.13.1          Unless
otherwise previously approved by the Lessor, not to place or display on the
exterior of the Premises or on the windows or inside the Premises so as to be
visible from the exterior of the Premises any name, writing, notice, sign,
illuminated sign, display of lights, placard, poster, sticker or advertisement
other than:-


 


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


 


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


 


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


 


3.13.3          In
the event that any signage erected or installed by the Lessee is required by
the Lessor or any government or other authority to be removed, at the Lessee’s
own costs and expense to remove such signage, and upon expiry or sooner
determination of the Term, at the Lessee’s own costs and expense to remove all
sign ages erected or installed by the Lessee.


 


3.14             Carparks


 


3.14.1          The
Lessor shall provide and allocate without charge Fifteen (15) car parking lots
for the Lessee’s exclusive use. Subject thereto, the Lessor may prohibit the
Lessee and its officers and employees from parking in the Building or the Land
other than in designated parking areas and the Lessee shall at all times notify
the Lessor of the vehicle registration numbers of all vehicles currently owned
or used by the Lessee, its officers and employees, such notification to be made
initially within fourteen (14) days after the Lessee takes possession of the
Premises and thereafter within fourteen (14) days after a change occurs.


 


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


 


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


 


3.15             Compliance with statutes etc


 


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


 


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


 


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


 


(b)       to
execute with all due diligence all works to the Premises for which the Lessee
is liable in accordance with clauses 3.15.1 and 3.15.2 and of which the Lessor
has given notice to the Lessee; and


 


15

















 


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


 


3.15.3          To
obtain and keep in force all governmental approvals, licenses and permits
necessary for the conduct of the Lessee’s business at the Premises and ensure
that the terms and conditions of such approvals, licenses and permits are
strictly adhered to and indemnify the Lessor against any consequences or
proceedings arising from the Lessee’s default in complying with the provisions
of this sub-Clause 3.15.3.


 


3.15.4          To
give notice thereof forthwith in writing to the Lessor should be Lessee receive
any notice from any government or any statutory public or municipal authority
with respect to the Premises.


 


3.16             Notices ‘to let’


 


3.16.1          Within
six (6) months before the expiration or earlier determination of the
Term:-


 


(a)       to
permit the Lessor or its agents to fix upon the Premises a notice board for
reletting the Premises;


 


(b)       to
permit all persons authorized by the Lessor or its agents to view without
interruption the Premises at reasonable hours in connection with any such
reletting.


 


3.17             Indemnity by Lessee


 


3.17.1          To
indemnify and keep indemnified the Lessor from and against:-


 


(a)       all
claims, demands, writs, summonses, actions, suits, proceedings, judgements,
orders, decrees, damages, costs, losses and expenses of any nature whatsoever
which the Lessor may suffer or incur in connection with loss of life, personal
injury 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 or
any part thereof caused by the Lessee or by any of the Lessee’s employees,
independent contractors, agents or any permitted occupier;


 


(b)       all
loss and damage to the Premises, the Building, the Land and to all property
therein caused directly or indirectly by the Lessee or the Lessee’s employees,
independent contractors, agents or any permitted occupier and in particular but
without limiting the generality of the foregoing caused directly or indirectly
by the use or misuse, waste or abuse of water, gas or electricity or faulty
fittings or fixtures.


 


3.17.2          Without
prejudice to the Lessor’s rights under Section 19(4) of the Civil Law
Act (Cap.43), the Lessee shall reimburse or indemnify the Lessor against all
losses and damages suffered by the Lessor as a result of the Lessee’s breach or
non-observance of any of the covenants or obligations contained in this Lease
and/or the Lessee’s holding over after expiration of the Term.


 


3.18             Assignment and subletting


 


Not without the prior written consent of the
Main 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 or
occupation of the Premises or any part thereof or permit any other party or
person by way of a licence or otherwise to occupy the Premises or any part
thereof at any time during the Term. (JTC Appendix A paragraph (i))


 


3.19             No subdivision; cost of registration of Lease


 


3.19.1          Not
to require the Lessor to subdivide the Building or any part thereof or to do
any act or thing which could result in the Lessor being required to subdivide
the Building or any part thereof; and to 


 


16

















 


bear the cost of registering this Lease with the Singapore Land
Registry and to do all things necessary for such registration. The Lessee
acknowledges that the Main Lessor has not issued the formal Head Lease to the
Lessor as at the date of this Lease and agrees not to register this Lease until
the Head Lease has been registered.


 


3.19.2          Not
to require the Lessor to deduce its title to the Premises nor reply to any
requisitions on title.


 


3.20            Implied
covenants


 


3.20.1          To
observe and perform the covenants, conditions and powers implied by law in
instruments of lease ( or to such of them as are not herein expressly negatived
or modified).


 


4.                 LESSOR’S
COVENANTS


 


The Lessor covenants with the Lessee as
follows :


 


4.1               Quiet Enjoyment


 


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


 


4.2               Property Tax


 


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


 


4.3               Management of the  Building


 


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


 


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


 


(b)       To
provide:-


 


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


 


(ii)           lift
services;


 


(iii)          electricity
for the lighting of the passages, corridors, staircases, water-closets and
other common parts of the Building;


 


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


 


Provided Always that air-conditioning
services may at the request of the Lessee be extended by the Lessor ( but
without any obligation so to do) beyond the hours hereinbefore defined and in
such an event the Lessee shall bear and pay to the Lessor on demand the costs
and expenses for such extension;


 


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


 


17

















 


Lessor liable
for any loss sustained by the Lessee through the neglect, default. Negligence
or misconduct of any watchman or watchmen employed by the Lessor in connection
with the provision of the said security services);


 


(d)       to
insure and keep insured the Building (excluding fittings and fixtures installed
by the Lessee) against damage by fire and such other risks as the Lessor may
deem fit.


 


4.4               Interferences with the Lessee’s manufacturing process


 


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


 


5.                 LESSOR
NOT LIABLE


 


5.1               No claim by Lessee


 


5.1.1            Notwithstanding
anything herein contained and to the extent that such exclusion is permitted by
law, the Lessor shall not be liable to the Lessee, nor shall the Lessee have
any claim against the Lessor in respect of :-


 


(a)       any
failure or inability of or delay by the Lessor in fulfilling any of its
obligations under this Lease or any interruption in any of the services
mentioned in clause 4.3.1 by reason of necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction thereof or by
reason of mechanical or other defect or breakdown or by reason of any
circumstances 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 or
water);


 


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


 


(c)       any
act, omission, default, misconduct or negligence of any contractor nominated or
approved by the Lessor pursuant to clauses 3.7.4 and 3.10.4, and any such
contractor appointed by the Lessee shall not be deemed to be an agent or
employee of the Lessor;


 


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


 


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


 


(f)        any
damage, injury or loss arising from or in connection with the use of the
carparks in the Building;


 


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


 


5.1.2            In
any event, and not withstanding anything contained in this Lease, in no
circumstances (except for the willful default of the Lessor) shall the Lessor
be liable, in contract, in tort or otherwise howsoever and whatever the cause
thereof for any loss of profit, business, contracts or revenues or for any
special, indirect or consequential damage of any nature whatsoever.


 


18

















 


5.2               Accidents


 


5.2.1            The
Lessor shall not be responsible to the Lessee or to the Lessee’s employees,
independent contractors, agents, invitees, licensees nor to any other persons
for any :-


 


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


 


(b)       damage
to or loss of any goods or property sustained in the Building ( whether or not
due to the negligence or misconduct of any security guards or the failure of
any 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 or
any person acting under such employee in respect of the Premises or the
Building,


 


howsoever occurring.


 


6.                 PROVISOS


 


The parties agree to the following provisos
:-


 


6.1              Proviso
for re-entry


 


6.1.1            If
and whenever during the Term :-


 


(a)       any
or 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 or
not they shall have been formally demanded) ; or


 


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


 


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


 


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


 


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


 


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


 


6.1.3            Without
prejudice to any other rights or remedies of the Lessor, the Lessee shall pay
to the Lessor compensation and damages for the loss of Rent suffered by the
Lessor consequential upon the Lessor exercising its rights of re-entry.


 


6.1.4            The
expression ‘an event of insolvency’ in clause 6.1.1 includes ( in relation to a
company or other corporation which is the Lessee) inability of the company to
pay its debt, entry into liquidation either compulsory or voluntary (except for
the purpose of amalgamation or reconstruction), the passing of a resolution for
winding up, the making of a proposal to the company and its creditors for a
composition in satisfaction of its debt or a scheme of arrangement of its
affairs, the application to the court for the appointment of a judicial manager
or the appointment of a receiver or judicial manager and ( in relation to an individual
who is the Lessee) inability to pay and having no reasonable prospect of being
able to pay his debts, the presentation of a bankruptcy petition, the making of
a proposal to his creditors for a composition in satisfaction of his debts or a
scheme of arrangement of his affairs or the appointment of a receiver in
respect of his property.


 


19

















 


6.1.5            In
the event that the Main Lessor at any time before the expiry of the Term
becomes entitled to and re-enters the Premises or the Land or any part thereof
in the name of the whole, this Lease and/or the Term shall upon the said
re-entry absolutely determine without prejudice to any rights and/or remedies
which have accured to either party against the other under this Lease and
without the Lessor (where the re-entry was not caused by the default of the
Lessor under the Head Lease) or the Main Lessor being liable for any
inconvenience, loss, damages, compensation, costs or expenses whatsoever.


 


6.1A            Liquidated Damages For Premature Terminate


 


The Lessee agrees to pay the Lessor
liquidated 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 the
Lessee shall terminate this Agreement or this Agreement is terminated as a
result 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            The
Lessor may deal with as it might think fit with other property belonging to the
Lessor adjoining or nearby and to erect or suffer to be erected on such
property any buildings whatsoever whether or not such Buildings shall affect or
diminish the light or air which may at any time be enjoyed by the Lessee in
respect of the Premises.


 


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


 


6.2.3            Nothing
contained in this Lease shall confer on the Lessee any right to enforce any
covenant or agreement relating to other parts of the Building demised by the
Lessor to others, or limit or affect the right of the Lessor in respect of any
such other premises to deal with the same and impose and vary such terms and
conditions in respect thereof in any manner as the Lessor may think fit.


 


6.2.4            The
Lessor shall have the right at any time without the same constituting an actual
or constructive eviction of the Lease, and without incurring any liability to
the Lessee therefor, to change the size and type of the doors, door frames and
doorways of and to the entrance to the Premises notwithstanding any
interference or inconvenience thereby occasioned to the Lessee or any temporary
derogation from any of the provisions of this Lease. Provided Always that in
regard to the exercise of this right the following provisions shall have effect
:-


 


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


 


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


 


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


 


6.2.5            The
Lessor shall be entitled to improve, extend, vary renovate, reduce or carry out
any other works to the Land as it shall deem fit in its absolute discretion but
shall make all reasonable efforts to ensure that the same does not materially
affect the Lessee’s enjoyment to the Premises or its business therein.


 


6.2.6            Nothing
in this clause 6.2 shall prejudice the provisions of clause 4.4 or exonerate
the Lessor from its obligations thereunder.


 


20

















 


6.3               Removal of property after determination of Term


 


6.3.1            If
at such time as the Lessee has vacated the Premises after the determination of
this Lease, any property of the Lease shall remain in or on the Premises and
the Lessee shall fail to remove the same within fourteen (14) days after being
requested by the Lessor so to do by a notice to that effect then the Lessor may
as the agent of the Lessee sell such property and shall then apply the proceeds
of sale after deducting the costs and expenses of removal, storage and sale
reasonably and properly incurred by it towards discharging any sum due from the
Lessee to the Lessor under the provisions of this Lease and shall hold the
balance thereof (if any) to the order of the Lessee.


 


6.3.2            The
Lessee shall indemnify the Lessor against any liability incurred by it to any
third party whose property shall have been sold by the Lessor in the bona fide
mistaken belief (which shall be presumed unless the contrary be proved) that
such property belonged to the Lessee and was liable to be dealt with such
pursuant to this clause.


 


6.4               Notices, consents and approvals


 


6.4.1            All
notices, demands or other communications required or permitted to be given or
made hereunder shall be in writing and shall be sufficiently served on the
Lessee if the same is addressed to the Lessee and sent by telefax to the
telefax number of the Lessee at the Premises or delivered personally or sent by
registered post to the Premises or sent by electronic means (including internet
email). All notices, demands or other communications shall be sufficiently
served on the Lessor if the same is addressed to the Lessor and sent by
registered post to the registered office for the time being of the Lessor. Any
such notice, demand or communication shall be deemed to have been duly served
immediately ( if given or made by facsimile, electronic means or delivered by
hand) or (if given or made by letter) twenty-four (24) hours after posting and
in proving the same it shall be sufficient to show that the envelope containing
the same was duly addressed, stamped and posted.


 


6.4.2            Where
the consent or approval of the Lessor is required for any act, matter or thing
whatsoever relating to this Lease or the Premises, the Lessor shall not
unreasonably withhold such consent or approval. Without prejudice to the
generality 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 by
the Lessee, uses its best efforts to give its consent or approval within ten (10) working
day after it receives the relevant plans, layouts, designs, drawings, specifications
and/or details.


 


6.5               Payments


 


6.5.1            The
Lessee 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 the
Lessee to the Lessor pursuant to the provisions of this Lease, and covenants
not to exercise or seek to exercise any right or claim to withhold rent or
claim to legal or equitable set-off.


 


6.6               Determination of Floor Area


 


6.6.1            The
parties hereby agree that for the purpose of calculating the Rent and Deposit
referred to in clause 3.4 and all other matters in relations to this Lease, the
parties shall accept that the Floor Area of the respective portions of the
Premises shall be as provided in Schedule 1.


 


6.7               Costs and Expenses


 


6.7.1            The
Lessee agrees to pay the Lessor :-


 


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


 


(b)       all
the lessor’s costs and expenses (including solicitor’s costs and costs of
Lessor’s architect, engineer or surveyor where applicable) incurred in
connection with every application made by the Lessee for any consent or
approval required under this Lease 


 


21

















 


whether or not
such consent or approval shall be granted or given, save for the Lessee’s Works
prior to the commencement of the Term.


 


6.8              Untenantability


 


6.8.1            If
the Premises or any part thereof shall at any time be damaged or destroyed by
fire so as to render the Premises unfit for occupation and use (except where
such damage or destruction has been caused by, or the policy or policies of
insurance in relation to the Premises shall have been vitiated or payment of
the policies monies withheld in whole or in part in consequences of, some act
or default of the Lessee, its servants, independent contractors, agents or any
permitted occupier) the Rent reserved by this Lease or a fair and just
proportion thereof according to the nature and extent of the damage sustained
shall be suspended until the Premises shall again be rendered fit for
occupation and use Provided Always that if the Premises are so badly damaged
that there is no reasonable prospect of the Premises being restored for use for
the purposes of this Lease within 6 months from the date of damage, then the
Lessee or the Lessor may within ninety (90) days after such damage has been
sustained give written notice to the other party terminating this Lease and
thereupon this Lease shall terminate and the Lessee shall (if still in
occupation) vacate the Premises without compensation from the Lessor AND
PROVIDED ALSO that the Lessee shall not be entitled to give notice of
termination if the damage was caused by any act or default of the Lessee, its
servants, independent contractors, agents or any permitted occupier.


 


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


 


6.9              No
Waiver


 


6.9.1            Knowledge
or acquiescence by the Lessor of any breach by the Lessee of any of the
covenants, conditions or obligations herein contained shall not operate or be
deemed to operate as a waiver of such covenants, conditions or obligations and
any consent or waiver of the Lessor shall only be effective if given in
writing. No consent or waiver expressed or implied by the Lessor to or of any
breach of any covenant, condition or obligation of the Lessee shall be
construed as a consent or waiver to or any other breach of the same or any
covenant, condition or obligation and shall not prejudice in any way the
rights, powers and remedies of the Lessor herein contained. Any acceptance by
the Lessor of Rent reserved by this Lease or any other sum payable under this
Lease shall not be deemed to operate as a waiver by the Lessor of any right to
proceed against the Lessee in respect of a breach by the Lessee of any of the
Lessee’s obligations hereunder.


 


6.10            No
representations


 


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


 


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


 


6.11            Name
of Building


 


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


 


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


 


22

















 


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


 


6.12            Rules and
regulations


 


6.12.1          The
Lessor 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 the
Building as in the judgment of the Lessor from time to time be required for the
management, safety, care or cleanliness of the Building or for the preservation
of good order therein or for the convenience of the Lessees and all such rules and
regulations shall bind the Lessee, the Lessee’s employees, independent
contractors, agents, visitors, invitees, licensees and permitted occupiers upon
and from the date on which notice in writing thereof is given to it by the
Lessor Provided always that the Lessor shall not be liable to the Lessee in any
way for violation of the rules and regulations by any person including
other Lessees of the Building or the employees, independent contractors,
agents, visitors, invitees or licensees of any such persons. If there shall be
any inconsistency between the provisions of this Lease and the provisions of
such rules and regulations then the provisions of this Lease shall
prevail.


 


6.12.2          Notwithstanding
anything herein contained, the Lessor shall have the right at all times to
refuse access to the Land or otherwise control such access in respect of any
person whose presence on the land may be in the judgment of the Lessor be
prejudiced to the safety character reputation and interest of the Land and its lessees
or occupiers.


 


6.13            Outer
doors of Building


 


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


 


6.13.2          The
Lessor may in the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in the Lessor’s opinion, prevent
access to the Building during the continuance of the same and for so long and
in such manner as the Lessor deems necessary including the closure of all doors
and entrances of the Building.


 


6.14            Weight
and stresses


 


6.14.1          The
Lessor shall in all cases retain and have the power to prescribe the weight and
proper position of all iron or steel safes and other heavy machinery and
equipment, articles or goods whatsoever in the Premises and any or all damages
caused to the Building or any part thereof of the Lessee or anyone on its
behalf 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 the
Building, shall be made good by the Lessee. If the Lessee shall not within
seven (7) days of the Lessor’s notice, proceed diligently to repair or
make good the damage, the Lessor together with Interest from the date of notice
until payment by the Lessee to the Lessor shall be paid by the Lessee on demand
and such monies shall be recoverable as if they were rent in arrears.


 


6.15            Holding
Over


 


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


 


23

















 


6.16            Severance


 


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


 


6.17            Lessor’s
right of assignment


 


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


 


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


 


6.18            Placement
of Cooling Towers


 


6.18.1          In
consideration of the Lessee fulfilling the Term, complying with the terms and
conditions applicable to this Lease and paying the charges provided in Clause
6.18.2, the Lessor agrees to allow the Lessee to place cooling towers on the
roof top of the Building to the expiry or earlier termination of the Term,
provided that :


 


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


 


(b)       the
position of placement of the cooling towers shall be subject to the Lessor’s
approval in writing.


 


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


 


6.18.3          The
provisions of Clause 2.4 of the Lease shall apply mutatis mutandis to any works
that may be required to be performed by the Lessee to install the cooling
towers as if such works were Lessee’s Works.


 


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


 


6.19            Alternative dispute resolution


 


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


 


24

















 


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


 


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


 


6.20            Governing law and submission to
jurisdiction


 


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


 


6.20.2          Without
prejudice to the clause 6.19, in relation to any legal action or proceeding
arising out of or in connection with this Lease (‘Proceedings’), the parties
hereby irrevocably submit to the jurisdiction of the courts of Singapore and
waive any objection to Proceedings in any such court on the grounds of venue or
on 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 in
any other jurisdiction nor shall the taking of Proceedings in any jurisdiction
preclude any party from taking Proceedings in any other jurisdiction.


 


IN WITNESS the parties hereto executed this Agreement on 13th
day 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

  
								



 


25

















 


SCHEDULE 1


 


DESCRIPTION
OF THE PREMISES


 


 


All the Premises on the :


 


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


 


(b)               Floor
2M of the Office Building at 7 Gul Circle Singapore 629563, being the area
edged red on the annexed plan marked Annexure B and containing an estimated
floor area of 9170 square feet or thereabouts ;


 


c)  Open rooftop space for
Cooling Towers


 


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


 


26

















 


SCHEDULE 2


 


 


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


 


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


 


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


 


THIRDLY                              The
right for the Lessee and all others authorized by the Lessee to enjoy the
benefit of the air-conditioning system installed in the Building (subject to
the obligations of the Lessee to connect the same to the air-conditioning
distributing 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 all
other persons entitled thereto.


 


FOURTHLY                          Affymetrix
will be given fifteen (15) complementary car lot spaces in the private car
parking area designated by the Lessor. 
Additional lots (up to 10 more) can be provided at a nominal charge of
S$75.00 per lot per month.  Supplemental
car lot spaces, if required, can be provided on the 6th floor (roof
top car lot area) or within the open space in the facilitiy at S$50.00 per lot
space per month.


 


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


 


FIFTHLY                               The
right for the Lessee to use the loading & unloading area freely at
Lessee’s disposition and to allow the Contractor’s to truck operators up to the
loading/unloading area.


 


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SCHEDULE 3


 


 


EXCEPTING AND
RESERVING unto the Lessor :


 


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


 


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


 


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SCHEDULE 4


 


Rent
Provision


 


 


1.             Lessee’s liability to pay Rent


 


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


 


2.             Calculation of Rent


 


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


 


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


 


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


 


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


 


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


 


 


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