LEASE

 

(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
3 rd 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.

 

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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 3 ^rd 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.

 

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