Prepared by R.R. Donnelley Financial -- English Summary of Lease




 Exhibit 10.19 
  

	

					
	 Facility Abstract
	 	China	 	Shanghai CAG Manufacturing	 	SP0320	 	November 21, 2003
	

				
	 Property Address:
	 	 Lot GFM 11, Entire Block, Free Trade Zone
 412 Ying Luen Road, WaiGaoQiao
 Shanghai, FO
 China
	 	 	 	 Leased
 Agilent Asia

	

				
	 Signed (DD-MMM-YYYY)
	 	29-Jun-2001	 	Commencement Date:    01-Feb-2002	 	Termination Date:  31-Jan-2012
				
	 Other Date:
	 	 	 	Square Meters                 10055	 	Square Feet:          108,232
	

					
	 	 	 	 	 	 	 	 	 
	

					
	 Current Monthly Rent
	 	U.S. Dollars	 	                                      
    U.S. Dollars	 	Comment	 	 
	

				
	 Management Fee
	 	 3,036.66      

	 	                                       
    3,036.66

	 	Date of Next Change: 02/01/2012
					
	     Total Current Rent:
	 	3,036.66      	 	                                       
    3,036.66

	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	

				
	 Option Type
	 	Start Date	 	End Date                        Notification	 	Lease Section
	

					
	 Early Termination
	 	01-Feb-2001	 	31-Jan-2011                    01-Feb-2001	 	12.3	 	 
				
	 	 	Anytime during the lease term, the Tenant shall have the right to terminate the lease by paying 12 months’ rent as penalty and the deposit shall be
forfeited.	 	 	 	 
					
	 Expansion Right
	 	01-Feb-2001	 	31-Jan-2006                    01-Feb-2001	 	14.1	 	 
				
	 	 	In the first 5 years, the Landlord shall reserve 2 lots for Tenant’s expansion (11,510sqm and 767sqm). In the first 3 years of the 5-year option period,
the Landlord shall reserve the lots for free. The Tenant shall notify the Landlord whether it shall reserve the lots for the remaining 2 years. If so, the Tenant shall pay an Annual Reservation Fee.	 	 	 	 
					
	 Renewal
	 	01-Feb-2011	 	31-Jan-2016                    02-Dec-2010	 	4.2	 	 
				
	 	 	The Tenant shall have an option to renew for 2 further terms of 5 years each. The Tenant shall serve written notice to Landlord to exercise the option 60 days
before lease expiry.	 	 	 	 
					
	 Right of First Refusal
	 	01-Feb-2001	 	31-Jan-2006                    01-Feb-2001	 	14.4	 	 
				
	 	 	In the first 5 years, the Tenant shall have a right of first refusal over a lot with a size 9,393sqm. In case the Landlord intends to sell, it shall serve 30
days’ notice to the Tenant. The Tenant shall have the priority to purchase under same terms and conditions the Landlord offers to a potential buyer. In case the Tenant intends to reserve the land, it shall pay an Annual Reservation
Fee	 	 	 	 
					
	 Right of Purchase
	 	01-Feb-2001	 	31-Jan-2011                    01-Feb-2001	 	10.3 & 15.1	 	 
				
	 	 	In case the Landlord intends to sell the premises, the Tenant shall have the priority to purchase the premises. The Landlord shall serve 30 days’ notice to
Tenant before selling of premises. Anytime during the lease term, the Tenant shall have the right to purchase the premises by serving 30 days’ notice to the landlord.	 	 	 	 
					
	 Termination
	 	01-Feb-2011	 	01-May-2011                  31-Dec-2010	 	12.2	 	 
				
	 	 	The Tenant shall have the right to continue to occupy the premises for a maximum period of 90 days (under same terms and conditions of this lease) after lease
expiry if it serves at lease 30 days’ notice before lease expiry.	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

			
	 Clause Name
	 	Description	 	Lease Section
	

			
	 Assignment and Subletting
	 	The Tenant shall have the right to sublet or assign any part of the premises to a third party or to its parent or subsidiary or affiliated companies without
Landlord’s prior consent. However, the Tenant shall inform the Landlord 30 days before the subletting or assignment.	 	10.1 & 10.2










	

			
	 Clause Name
	 	Description	 	Lease Section
	

				
	 Currency
	 	The Tenant may choose to pay rent in USD or RMB. Within the first 30 days after the Rent Commencement Date, the Tenant shall inform the Landlord the payment
currency.	 	18.1	 	 
				
	 Default
	 	The landlord may terminate the lease (a) If the rent shall not be payable when due or within 45 days after Tenant’s receipt of notice from Landlord, (b) If the
Tenant shall be in breach of terms or conditions of the lease, and no remedy shall be made within 30 days after receipt of notice, and (c) If the Tenant become bankrupt. The Tenant shall pay an amount equivalent to 12 months’ rent as
penalty. The deposit shall be forfeited.	 	11	 	 
			
	 Expansion
	 	In the first 5 years, the Landlord shall reserve 2 lots for Tenant’s expansion (11,510sqm and 767sqm). The expansion space shall be adequate to build a
construction with an area of not more than 20,000sqm and a car park with 100 spaces. In the first 3 years of the option period, the Landlord shall reserve the lots for free. The Tenant shall notify and pay the Landlord if it shall reserve the lots
for the remaining 2 years. The Tenant may request the Landlord to construct a block with some building specifications as the existing premises in the expansion area. The 2nd phase shall not be less than 2 storeys.	 	14.1, 14.2 & 14.3
				
	 Insurance
	 	The Landlord shall effect an maintain insurance during the construction period and lease term. The Tenant shall effect and maintain insurance for the commercial
activities and Tenant’s assets during the decoration period and lease term.	 	7	 	 
				
	 Internal Decorations
	 	30 days before the commencement of decoration work by Tenant, the Tenant shall submit the plans and drawings to the Landlord to review.	 	3.4	 	 
				
	 Notices
	 	All notices shall be served in writing and delivered or posted to the addresses stated in the lease. The document shall be deemed to be effective 48 hours after
posting.	 	18.13	 	 
				
	 Parking
	 	The landlord shall provided a car park which can accommodate 47 vehicles and a loading and unloading area in this phase.	 	2.3	 	 
			
	 Possession
	 	By 02-Oct-01, the Landlord shall deliver one floor of the premises to Tenant to start decoration. The Delivery Date of the main structure of the premises shall be
01-Nov-01. The Completion Date of the premises shall be 18-Dec-01. In case of late delivery of premises by Landlord, the Landlord shall give 2 days rent free period per each day of delay. If the delay exceeds 60 days, the Tenant shall have the right
to terminate the lease. In that case, the Landlord shall pay a cash penalty to Tenant.	 	3.5 & 3.6
				
	 Premises
	 	The total gross floor area of the premises is around 10,055sqm. Rent shall be adjusted accordingly if there is any difference in area.	 	2.2	 	 
				
	 Reinstatement
	 	The Tenant shall not have the responsibility to reinstate the premises to the condition at lease commencement. The Tenant shall not have to repair fair and tear
damages.	 	13.1	 	 
				
	 Renovations
	 	The Tenant plans to complete the renovation within 3 months’ after the delivery of premises by Landlord. From 01-Nov-00 to 31-Jan-01, it shall be treated as
Renovation Period. No rent shall be paid during that period. The Rent Commencement Date shall be 01-Feb-01.	 	4.1	 	 
			
	 Repair and Maintenance
	 	The Landlord shall be responsible for the repair and maintenance of the structure and other facilities provided to the Tenant. In case of any defect, the Tenant may
serve written notice to Landlord to repair. In case the Landlord shall fail to repair and the premises shall be rendered unusable, the rent payable shall be reduced according to the extent of damage during the period. The tenant may also extent the
lease for a period same as the damaged period. In case the premises shall be rendered unusable for 90 days, the tenant may terminate the lease.	 	3.9, 6.4 & 6.8