Exhibit 10.27 TENANCY AGREEMENT FOR RESEARCH UNIT(S) AT SINGAPORE SCIENCE PARK II
Exhibit 10.27
TENANCY AGREEMENT FOR
RESEARCH UNIT(S) AT
SINGAPORE SCIENCE PARK II
PARTIES THIS AGREEMENT is made the 25th day of
March ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ SCIENCE PARK LIMITED a company
incorporated under the Companies Act, Chapter 50
and having its office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
#▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Science Park I
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called "the
Landlord") of the one part and VIACELL , SINGAPORE
PTE LTD care of ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called "the Tenant"
which expression shall where the context so admits
include its successors-in-title and permitted
assigns) of the other part.
WITNESSETH as follows:
DEMISE 1. The Landlord hereby lets and the Tenant hereby
takes ALL that portion of the second storey(s)
of the Building known as THE CAPRICORN
(hereinafter called "the Building") within the
Singapore Science Park II (hereinafter called
"the Park") containing
FLOOR AREA an approximate area of 352.04 square metres as
more particularly delineated and edged red on
the plan annexed hereto and indicated as #02-09
(which portion is hereinafter called "the
Demised Premises") TOGETHER with all the
fixtures and fittings therein installed and
with the use for the Tenant his servants and
visitors of the lifts and the entrances,
staircases, corridors and passages and accesses
to the Building for the purpose only of ingress
and egress to and from the Demised Premises
with or without parcels and packages TO HOLD
the same UNTO the Tenant
TERM for the term of sixty (60) months from the 10th day of
May 2002 (hereinafter called "the said term") YIELDING
AND PAYING therefor during the said term
RENT the rent of Dollars Eight Thousand Two Hundred
and Ninety-Four and Cents Six Only ($8,294.06)
per month for the first year of the said term,
of Dollars Eight Thousand Six Hundred and
Seventy-Four and Cents Twenty-Seven Only
($8,674.27) per month for the second year of
the said term, of Dollars Nine Thousand and
Fifty-Four and Cents Forty-Seven Only
($9,054.47) per month for the third year
of the said term, of Dollars Nine Thousand Four
Hundred and Thirty-One and Cents Fifteen Only
($9,431.15) per month for the fourth year of
the said term and of Dollars Nine Thousand
Eight Hundred and Eleven and Cents Thirty-Five
Only ($9,811.35) per month for the fifth year
of the said term (hereinafter collectively
called "the said rent") or in proportion in the
case of any period less than a month calculated
at a rate of Dollars Twenty-Three and Cents
Fifty-Six Only ($23.56) per square metre per
month for the first year of the said term, of
Dollars Twenty-Four and Cents Sixty-Four Only
($24.64) per square metre per month for the
second year of the said term, of Dollars
Twenty-Five and Cents Seventy-Two Only ($25.72)
per square metre per month for the third year
of the said term, of Dollars Twenty-Six and
Cents Seventy-Nine Only ($26.79) per square
metre per month for the fourth year of the said
term and of Dollars Twenty-Seven and Cents
Eighty-Seven Only ($27.87) per square metre per
month for the fifth year of the said term to be
paid, without any deductions and in advance
without demand, on the 1st day of each of the
calendar months of the year (i.e., the 1st days
of January, February, March, etc.) the first of
such payments to be made on the 1st day of May
2002.
The parties hereto agree that the said rent and the
service charge shall be paid by the Tenant to the
Landlord throughout the said term in the manner herein
stated (hereinafter called "the arrangement"). In the
event that the said term is terminated by the Landlord
by virtue of the Tenant's breach of its covenants as
herein contained, the Tenant shall pay to the Landlord
a lump sum for the loss of rental in consequence of
the arrangement within seven (7) days from the date of
the Landlord's written notice to the Tenant that such
sum is payable. Such sum shall be the difference in
the rental to be paid by the Tenant throughout the
said term and shall be calculated based on the rate of
Dollars Thirty-One and Cents Twenty-Two Only ($31.22)
per square metre per month. Such sum shall be deemed
final and conclusive when certified by an officer of
the Landlord.
TENANT'S 2. The Tenant hereby covenants with the Landlord
COVENANTS as follows:
TO PAY RENT (1) To pay the said rent on the days and in
the manner aforesaid by way of GIRO and in other
similar manner as prescribed by the Landlord
from time to
-2-
time.
TO PAY (2) To pay in addition to the said rent
SERVICE CHARGE during the said term the sum of Dollars
One Thousand Nine Hundred and Thirty-Six and
Cents Twenty-Two Only ($1,936.22) per month
calculated at the rate of Dollars Five and Cents
Fifty Only ($5.50) per square metre per month in
advance on the same dates and in the same manner
as for the said rent as charges (hereinafter
called "the service charge") for the maintenance
of the areas designated by the Landlord as
common areas (hereinafter called "the common
area") PROVIDED THAT if the cost of services
shall increase the Landlord may revise the
service charge and on serving a notice in
writing to the Tenant to this effect such
revised service charge shall be payable as from
the date specified in the said notice.
TO PAY (3)(i) To pay a security deposit equivalent to
SECURITY three (3) month's rent and SECURITY
DEPOSIT DEPOSIT service charge on or before the
execution of this Agreement or commencement of
the said term whichever is earlier, as security
against breach by the Tenant of any of the
terms, covenants and stipulations herein
contained which security deposit shall be
maintained at this figure during the said term
and shall be repayable without interest on the
determination of this tenancy subject however to
an appropriate deduction as damages in respect
of any or all such breach or breaches.
INCREASE IN (ii) If the service charge has been increased
SERVICE CHARGE by the Landlord in accordance with Clause
2(2) hereof to increase the security deposit
stipulated in sub-clause (i) above so that it
shall at all times be equal to three (3) months'
rent and service charge.
RENOVATION (4)(i) To pay a cash deposit (hereinafter
DEPOSIT called "the renovation deposit") subject
to a minimum sum of S$1,000.00 and a maximum sum
of S$5,000.00 before the commencement of any
renovation works to the Demised Premises by the
Tenant including any additions or alterations to
any existing renovation, as a security against
any damages incurred by reason of any damage
caused to the Demised Premises or any part of
the Building
-3-
during the course of such renovation works and
for the costs and expenses incurred by the
Landlord in the disposal of all debris and
waste materials resulting from the Tenant's
renovation works which renovation deposit shall
be repayable without interest upon completion
of such renovation works and a full and proper
submission of copies of the relevant
authorities' approvals and renovation plans to
the Landlord, including the Building Layout
Plan, the Electrical Plan, the Fire Protection
Plan, the Airconditioning Plan, the Plumbing
and Sanitary Plan and such other plans as may
be applicable. An appropriate deduction will be
made for any damages caused to the Demised
Premises or any part of the building during the
course of such renovation works.
(ii) If the renovation deposit is insufficient to
cover the damages and costs and expenses
incurred, the Landlord may serve upon the Tenant
a notice in writing specifying the amount
outstanding after such set-off of the renovation
deposit and the Tenant shall pay such amount
within 7 days from the date of such notice.
(iii) The Landlord shall have the right to forfeit the
renovation deposit if the renovation plans
referred to in sub-clause (i) above are not
submitted within 2 months from the date of
possession.
GST (5) The Tenant shall pay and indemnify the
Landlord against Goods and Services Tax
("GST") or any tax of a similar nature
that may be substituted for it or levied
in addition to it chargeable in respect
of any payment to be made by the Tenant
under any of the terms of or in
connection with this Agreement or in
respect of any payment made by the
Landlord where the Tenant agrees in this
Agreement to reimburse the Landlord for
such payment including any GST levied on
any legal costs.
TO PAY PUB (6) To pay all charges and outgoings
BILLS whatsoever in respect of the supply of
electricity, water, gas and any water-borne
sewerage system charged by the Public Utilities
Board and other relevant Government and
statutory bodies or authorities
-4-
used by the Tenant at the Demised Premises as
shown by the separate meters belonging thereto
and also to pay all charges for the use and
maintenance of such meters PROVIDED ALWAYS that
subject to the prior written consent of the
Landlord such consent not to be unreasonably
withheld and to all approvals being obtained by
the Tenant from the relevant authorities the
water sub-meter will be installed in the
Demised Premises by Tenant at his own cost.
USE OF PREMISES (7) At all times to use the Demised Premises
for the purpose of biotechnology research
and for no other purpose whatsoever.
ACCEPTANCE OF (8) The Tenant shall accept the Demised
EXISTING CONDITIONS Premises in its existing state and
condition including the structural,
mechanical and electrical
specification(s) of the Demised Premises.
TO SUBMIT (9)(i) To submit all information and details on the
INFORMATION ON USE use of the Demised Premises as stipulated in
AND WASTE WATER Clause 2(7) hereof and waste water discharge
DISCHARGE originating from the Demised Premises, to the
Sewerage Department and other relevant
Government and statutory bodies or authorities
for consideration and clearance in writing
before undertaking such use and discharge.
TO INSTALL (ii) Subject to Clause 2(22) hereof, at his own cost
ADDITIONAL PLUMBING and expense to install such additional plumbing
& SANITARY WORKS and sanitary works including the installation
of a water meter for such additional water
supply as SANITARY WORKS may be required by
him. In connection therewith, the Tenant shall
comply with all requirements of the Public
Utilities Board including the installation of
constant flow regulators for laboratory
operations and self-closing delayed action taps
for toilet use rated at not more than:
(a) 8 litres per minute at all basins; and
(b) 12 litres per minute at all sink taps and
shower taps.
The timing of the self-closing delayed action
taps for toilet use shall be 3 seconds and 15
seconds for
-5-
all basins and shower taps respectively. The
Tenant shall comply with any changes made by
the PUB to the above specification from time to
time.
TO MAINTAIN WATER (iii) In connection with Clause 2(9)(ii), to
SUPPLY PIPES maintain at his own cost the. water.
supply pipes .installed by the Tenant. in
the Demised Premises.
TO RECYCLE WATER (iv) To recycle at his own cost
all water which is used for cooling purposes.
TO INSTALL SPRING (v) To install at his own cost spring loaded
LOADED NOZZLES nozzles at all rubber hose except the
rubber hose for fire fighting purposes.
NOT TO TAP WATER (vi) Not to tap or use or permit to be tapped
FROM UNARRANGED or used for any purpose whatsoever any
SOURCE water from any source or supply other
than that arranged and paid by the Tenant in
accordance with Clauses 2(6) and 2(9)(ii) hereof
and in the event of each default of this
covenant, to forthwith pay to the Landlord an
administrative fee of Dollars Two Hundred Only
($200/-) and such sums as shall be estimated by
the Landlord to be the charges and outgoings
attributable to such tappings or usage, and the
said sums estimated by the Landlord shall be
final and conclusive as to the amount due from
the Tenant to the Landlord.
FLOOR LOADING (10)(i) Not to place or cause or permit or
suffer to be placed any article,
machinery or load in excess of. 10.0
kiloNewtons per square metre and 7.5
kiloNewtons per square metre on the floor
slab of the first storey and second to
the fifth storeys of the Demised Premises
respectively.
(ii) Not to place or allow to be placed in the lifts
of the Building any article machinery or load in
excess of 1350 kilograms for the passenger lift
and in excess of 2500 kilograms for the
passenger cum service lift.
TO REPAIR INTERIOR, (11)(i) To keep the interior of the Demised
ETC. Premises including but not limited to the
drains and sanitary and water apparatus and the
Landlord's fixtures and fittings, if any,
therein and the doors and windows thereof in
good and tenantable repair and
-6-
condition throughout the said term (fair wear
and tear excepted) PROVIDED THAT the Tenant
shall take all reasonable measures and
precautions to ensure that any damage, defect
or dilapidation which has been or at any time
shall be occasioned by fair wear and tear shall
not give rise to or cause or contribute to any
substantial damage to the Demised Premises.
TO BEAR COSTS FOR (ii) Without prejudice to the generality of
CLEANING, Clause 2(11)(1) above, to be responsible
MAINTENANCE, ETC. and to bear all costs for the proper
(IF APPLICABLE) cleaning, maintenance, servicing, repair
and upkeep of the toilets and fixtures
and fittings therein.
TO COMPARTMENT-▇▇▇▇▇ (iii) Without prejudice to Clause 2(7) and subject to
Clause 2(12) hereof, to compartmentalise and
separate the office from the laboratory and,
research areas, if any, to comply with fire
safety regulations.
NOT TO MAKE (12)(i) Not to erect any structure or to make
ALTERATIONS OR or cause to be made any alterations in or
ADDITIONS additions to the internal construction or
arrangements or in the external appearance or in
the present scheme of design or decoration of
the Demised Premises of any kind or description
without first submitting lay-out or other plans
(prepared by the relevant professional or
competent person employed with the Landlord's
approval at the Tenant's own cost and expense)
as may be required and obtaining the prior
written consent of the Landlord such consent not
to be unreasonably withheld and the relevant
Governmental and statutory bodies or authorities
PROVIDED THAT on the granting of such consent
and without prejudice to other terms, covenants
and stipulations which may be imposed:
(a) Before the commencement of any alteration
works to the Demised Premises, the Tenant
shall pay the Landlord a cash deposit
(hereinafter called "the reinstatement
deposit") of such amount as the Landlord may
reasonably deem sufficient for the
reinstatement of the Demised Premises or any
part of the Building to its original
condition in respect of major structures
-7-
erected by the Tenant which reinstatement
deposit shall be repayable without interest
on the determination of this tenancy subject
however to an appropriate deduction for
damages and costs and expenses of cleaning
restoration or decoration effected by the
Landlord;
(b) the Tenant shall not use any
flammable building materials for
internal partitioning;
(c) the Tenant shall at all times
maintain at his own cost the
structures, alterations or additions
to the Demised Premises in good
order and condition; and
(d) the hacking of structural concrete floors,
walls or any other structural elements is
not permitted except with the prior written
consent from the Landlord such consent not
to be unreasonably withheld.
HACKING (ii) No hacking of openings within the Demised
Premises is allowed except with the prior
written consent of the Landlord and the
relevant authorities. In applying for the
Landlord's and the relevant authorities'
approval, the Tenant shall submit to the
Landlord drawings of the openings
(together with such information as the
Landlord may require) duly certified and
approved by a qualified professional
engineer that the structural integrity of
the system of the Demised Premises will
be maintained.
NOT TO CAUSE (13)(i) Not to install or use any electrical or
ELECTRICAL mechanical installation, machine or
MECHANICAL OR apparatus that may cause or causes heavy
MAGNETIC power surge, high frequency voltage or
INTERFERENCE, ETC. current, nuclear magnetic resonance or
magnetic fields, air borne noise, vibration or
any electrical or mechanical interference or
disturbance whatsoever which may prevent or
prevents in any way the service or use of any
communication system or affects the operation of
other equipment, installations, machinery,
apparatus or plants of other Tenants, licensees
or lessees of the Landlord or occupants of
adjoining or neighbouring premises or
inhabitants of the neighbourhood and in
-8-
connection therewith, to allow the Landlord or
any authorised persons at all reasonable times
to inspect such installation, machine or
apparatus in the Demised Premises to determine
the source of the interference or disturbance
and thereupon, to take suitable measures, at the
Tenant's own cost and expense, to eliminate or
reduce the interference or disturbance to the
Landlord's satisfaction, if it is found by the
Landlord or such authorised person that the
Tenant's electrical or mechanical installation,
machine or apparatus is causing or contributing
to the said interference or disturbance,
notwithstanding that prior written consent has
been given by the Landlord for such
installation.
(ii) Without prejudice to the generality of Clause
2(13)(1) to install at his own expense a power
line conditioner or voltage regulator or any
additional electrical equipment to reduce or
remedy any electricity current surge or voltage
fluctuation that may arise.
(iii) To take adequate precautions to ensure that the
riser/duct space/shaft in the Demised Premises
is shielded from any magnetic fields and that
the said riser/duct space/shaft is protected
from any nuclear magnetic resonance whatsoever.
TO INDEMNIFY THE (iv) The Tenant shall fully and effectually
LANDLORD indemnify and keep the Landlord
indemnified and hold the Landlord harmless
against any and all demands claims losses
damages injuries liabilities costs expenses
actions or proceedings whatsoever (whether based
on negligence, strict liability or other
grounds) which may be made or taken against the
Landlord by any person or which may be suffered
by the Landlord or which may become payable by
the Landlord to any person including any claims
against the Landlord for consequential loss or
damage or loss of profits arising from or by
reason of a failure on the part of the Tenant to
observe or to perform Clause 2(13)(1), (ii) and
(iii) above.
(v) Without prejudice to the generality of
Clause 2(13)(iv) above, the Tenant shall
fully and effectually indemnify and keep
the Landlord
-9-
indemnified against all costs incurred in
any works in the Building arising from or by
reason of a failure on the part of the
Tenant to observe or to perform Clause
2(13)(1), (ii) and (iii) above.
NO UNAUTHORISED (14) In addition to Clause 2(13), not to
INSTALLATIONS install or cause or permit to be
installed any air-conditioning, mechanical
ventilation, extractor fans, flue or any
machinery, apparatus, fixtures or fittings, or
extend, supplement, replace or modify the same
or any existing machinery, apparatus, fixtures
or fittings in or about the Demised Premises
without the prior written consent of the
Landlord such consent not to be unreasonably
withheld and the relevant Governmental and
statutory bodies or authorities having been
first obtained PROVIDED THAT:
(a) prior to the commencement of all such works
as shall be permitted the Tenant shall
submit to the Landlord and relevant
Governmental and statutory bodies for their
written approval, appropriate layout and
detailed plans, including design
calculations, if any, and if so required,
separate detailed building envelope plans
and calculations on Overall Thermal Transfer
Value (OTTV) of the Demised Premises;
(b) all such plans and calculations
shall be prepared, and all such
works as shall be permitted shall
be carried out by professional or
competent persons as approved by
the Landlord and employed by the
Tenant at his own cost and expense;
and
(c) All debris and waste materials of
whatever nature resulting from the
aforesaid works shall be disposed
by the Tenant in a manner
prescribed by the Landlord failing
which the Landlord reserves the
right (without being under any
obligation to do so) to dispose of
the same and all costs and expenses
incurred by the Landlord in this
respect shall be a debt due from
the Tenant to the Landlord and
shall be paid by the
-10-
Tenant to the Landlord within seven (7) days
of the Landlord notifying the Tenant of the
amount thereof.
ELECTRICAL (15) To install electrical switch board
INSTALLATIONS wirings and equipment to the Demised
Premises including the following electrical
protective devices, all at the Tenant's own cost
and expense, subject to the prior approval in
writing of the Landlord such approval not to be
unreasonably withheld:
(a) Overcurrent protective devices in
the Landlord's Switch Room;
(b) Overcurrent and earth-leakage
protective devices in the Demised
Premises;
PROVIDED THAT --
(i) the Tenant shall submit 4 sets of
`electrical single-line diagram' of the
Demised Premises' wirings for the approval
in writing of the Landlord prior to the
actual installation of the wiring; and
(ii) it shall be the responsibility of the
Tenant to keep all or any of the aforesaid
switch board wirings, equipment and
devices installed by the Tenant in good
condition at all times.
TO INSTALL EXIT (16) To install where necessary and at the
LIGHTINGS, ETC. Tenant's own cost and expense to maintain
exit and emergency lightings and exit signs at
staircases, exit passage ways and the exits of
the Demised Premises in accordance with the
requirements of the Building Control Division
and other relevant Governmental and statutory
bodies or authorities.
(17) Subject to Clauses 2(13) and 2(14) and without
prejudice to the generality of the same, the
Tenant shall, at his own cost and expense:
AIR-CONDITIONING (i) install an air-conditioning package
INSTALLATION unit(s) including any wiring fixtures and
fittings thereof to air-condition the Demised
Premises PROVIDED ALWAYS that the
air-conditioning package unit(s) shall be placed
within the Demised Premises and at
-11-
the louvers specially located in the Demised
Premises for this specific purpose;
THERMAL INSULATION (ii) if the whole of the Demised Premises or
any part. thereof is without prejudice to
Clause 2(7), permitted to be used as a
laboratory, computer/control room,
coldroom or for purposes requiring low
temperature or 24 hours air-conditioning
with resulting moisture condensation on
the external walls, ceilings, or floors,
or within the Demised Premises, install
adequate thermal insulations to the
external walls, floors and ceilings
provided that prior to such installation,
the Tenant shall obtain the Landlord's
approval in writing such approval not to
be unreasonably withheld for the proposed
thermal insulation method.
FIRE PROTECTION (18) Without prejudice to the generality of
INSTALLATION Clause 2(13) and 2(14); the Tenant shall
at his own cost and expense, carry out such
modification work on the existing fire alarm
installations, wirings, fixtures, fittings and
other fire-fighting equipment in the Demised
Premises as shall be necessary to suit the
Tenant's operations, including the installation
of a 13 Amp. power switch socket outlet
immediately adjacent to the charger of the
battery of the alarm-system if so required and,
additional wirings, fixtures, fittings and other
fire-fighting equipment, and connections of the
fixtures to the Landlord's common fire-alarm
system, to the satisfaction of the Landlord
PROVIDED THAT:
(a) the Tenant shall, prior to the
commencement of the modification
work, submit to the Landlord for
his approval 4 copies of the fire
alarm drawings of the Demised
Premises, indicating the existing
fixtures, fittings and other
fire-fighting equipment, the
proposed modifications, and the
layout of the Tenant's machinery
and apparatus,
(b) the Tenant shall ensure that the
existing fire-alarm installations,
wirings, fixtures, fittings and
other firefighting equipment and
any additional wirings, fixtures,
fittings and other fire-fighting
equipment installed
-12-
by the Tenant in the Demised
Premises are serviced monthly and
are at all times in good condition
and in proper working order;
(c) the Tenant shall pay all fees in
connection with such connections,
servicing and maintenance works and
all fees payable to the Singapore
Fire Service in connection
therewith including but not limited
to fees for the attendance of any
false alarm which is traced back to
the fire-alarm system in the
Demised Premises;
(d) any item of replacement required
for the effective maintenance of
the fire-alarm wirings, fixtures
and fittings shall be subject to
the prior written approval of the
Landlord such approval not to be
unreasonably withheld and the items
so replaced shall be of a quality
and operational characteristic
similar to the existing items
approved by the Landlord. The
Tenant shall replace any items of
dissimilar quality and operational
characteristic found in use;
(e) the Tenant shall not remove or replace or
cause or permit or suffer to be removed or
replaced the one-hour fire rated doors
leading to the research area(s);
(f) the Tenant shall properly seal or cause to
be properly sealed with materials approved
by the Fire Safety Bureau all accesses or
uncovered openings for ducting works.
TO PROVIDE ACCESS TO (19) At all times to provide sufficient access
FIRE-FIGHTING passageways to all firefighting
INSTALLATIONS installations and equipment.
SPECIALIST WARRANTIES (20) Not to do or permit to be done any act,
matter or thing in or on the Demised Premises or
the Building or any part thereof which may in
any way affect or render void any warranties or
guarantees provided by specialist contractors to
the Landlord for specialist products and works
in respect of the
-13-
Building or any part thereof, copies of
which warranties and guarantees are
available at the office of the Landlord for
the Tenant's information PROVIDED ALWAYS
THAT in the event any damage is caused to
such specialist products and works by any
activities traceable to the Tenant or to the
Demised Premises thereby rendering void or
otherwise in any way affecting the rights of
the Landlord which any warranties or
guarantees provided by the specialist
contractors, the Tenant shall be solely
responsible and liable for all costs and
expenses incurred in rectifying, remedying
and making good any such damage, including
all costs and expenses incurred in the
provision of additional warranties, if any.
TO PERMIT ENTRY TO (21) To permit the Landlord, his agents,
VIEW CONDITION servants and surveyors, with or without
workmen or others with all necessary appliances
and tools to enter upon the Demised Premises or
any part thereof at all reasonable times for the
purpose of viewing the Demised Premises, its
condition, or state of repair, or of doing such
things, works and repairs as the Landlord may
consider necessary to or for the Demised
Premises or to other portions of the Building
not conveniently accessible otherwise than from
or through the Demised Premises, including
structural or external repairs or works pursuant
to Clauses 3(2) and 3(3) hereof PROVIDED THAT
the Landlord may serve upon the Tenant notice in
writing specifying any thing, work or repairs
necessary to be done which are the
responsibility of the Tenant under or by virtue
of any of the terms, covenants or stipulations
of this Agreement and require the Tenant
forthwith to execute the same and the Tenant
shall pay the Landlord's reasonable costs and
expenses of survey and attending the preparation
of the notice and, if the Tenant shall not
within ten days after the service of such notice
or such other time as may be stipulated in the
notice proceed diligently and in workmanlike
manner with the execution of such thing, work or
repairs and things in connection therewith then
he shall permit the Landlord (who shall not be
under any obligation so to do) to enter upon the
Demised Premises and execute such thing, work or
repairs and things in connection
-14-
therewith and the cost and expenses thereof
shall be a debt due from the Tenant to the
Landlord and be forthwith recoverable AND
PROVIDED ALWAYS THAT the Landlord shall not
be liable to the Tenant for any loss, damage
or inconvenience caused directly or
indirectly by any such thing, work or
repairs and things in connection therewith
and the Tenant shall not hold the Landlord
so liable.
TO BEAR LOSSES AND (22) To be wholly responsible for all losses
DAMAGES and damages and to bear the full cost and
expenses of repairs and reinstatement of any
damaged common area, building, structure,
equipment, fixture, fitting, drain, wiring and
piping above and below ground level, if the
cause or causes of such losses and damages can
be traced directly or indirectly back to the
Tenant's activities, notwithstanding that such
activities are done with the consent of the
Landlord.
TO REMOVE (23) In complying with Clause 2(21) hereof and
INSTALLATIONS if so required by the Landlord the Tenant
shall remove such installation, machinery or any
article as may facilitate or permit the Landlord
to execute or cause to be executed the said
things, repairs and works and if the Tenant
shall fail to observe or perform this covenant
the Landlord may remove the same or have the
same removed and. all costs and expenses
incurred thereby shall be recoverable from the
Tenant as a debt PROVIDED ALWAYS THAT the
Landlord shall not be liable to the Tenant or
any other person for any loss damage or
inconvenience caused directly or indirectly by
such removal and the Tenant shall not hold the
Landlord so liable.
TO MAINTAIN GROUNDS (24) At all times to maintain the area,
IN GOOD CONDITION, garden, grounds and passageways, if any,
ETC. fronting or surrounding the Demised
Premises in good order and condition and to the
reasonable satisfaction of the Landlord and not
to alter the layout thereof without the prior
written consent of the Landlord such consent not
to be unreasonably withheld.
DISPOSAL OF (25) Not to discharge, dump, leave or burn,
nor to cause or permit the discharging,
dumping, leaving or
-15-
WASTE burning of any waste including but not
limited to pollutants into surface or other
drains or any watercourse or in or upon any
part of the Demised Premises and/or the
Building and/or the Park or the other
estates of the Landlord but at the Tenant's
own cost and expense to make good and
sufficient provision for the safe and
efficient disposal of all waste generated at
the Demised Premises and/or the Building
and/or the Park to the requirements and
satisfaction of the Landlord and/or all
relevant Governmental and statutory bodies
or authorities and if the Tenant shall fail
to observe or perform this covenant the
Landlord may (but shall not be under any
obligation to do so) without prejudice to
any other rights or remedies the Landlord
may have against the Tenant carry out or
cause to be carried out such remedial
measures as he thinks necessary and all
costs and expenses incurred thereby shall
forthwith be recoverable from the Tenant as
a debt PROVIDED ALWAYS THAT the Landlord
shall not be liable to the Tenant for any
loss, damage or inconvenience directly or
indirectly caused thereby and the Tenant
shall not hold the Landlord so liable.
TO MAINTAIN REFUSE (26) To provide and maintain refuse receptacles
RECEPTACLES for litter and waste produced at the Demised
Premises or in connection with the Tenant's
operations, in conformity with the
requirements and standards prescribed by the
relevant health authorities, to keep the
same out of sight of the public at all
times, and to transfer or dispose of such
litter and waste in suitable receptacles to
such area and at such times each day as may
be prescribed by the Landlord.
TO PREVENT POLLUTION (27) To take adequate measures to prevent air
pollution, and to implement at the
Tenant's own cost and expense measures
for minimising air or other forms of
pollution when requested by the Landlord
or any relevant Governmental or statutory
bodies or authorities.
NOT TO STORE, ETC. (28)(i)Not to use, load, unload, keep or
ANYTHING OF ANY suffer or permit to be used, loaded,
OFFENSIVE OR unloaded or stored in the Demised
DANGEROUS Premises or the Building or the Park or
any part thereof, any liquid, goods, material or
thing of an offensive or explosive or a
dangerous, corrosive,
-16-
NATURE toxic or combustible nature without the
prior consent in writing of the Landlord
such consent not to be unreasonably withheld
and the relevant Governmental and statutory
bodies or authorities and to indemnify and
keep indemnified the Landlord against all
losses, damages, claims, costs, expenses,
actions and proceedings in connection with
the loading, unloading, use or storage of
such goods, materials and things
notwithstanding that the same is done with
the consent of the Landlord.
NOT TO STORE TOXIC (ii) Without prejudice to the generality of
MATERIALS, ETC. Clause 2(28)(1), not to store any toxic
materials, liquids or things in the Demised ETC
Premises, the common areas or open yards or to
carry out any process or experiment with
inherent risk of escape or spillage of toxic
materials, liquids or things.
DISCHARGE OF TOXIC, (iii) Not to permit any oil or grease or any
DANGEROUS MATERIALS, objectionable, dangerous, poisonous or
ETC. explosive matter or substance to be
discharged into any of the drains, conduits
and/or floor traps in or around the Demised
Premises and the Tenant shall take all measures
to ensure that any effluent discharged into the
said drains, conduits and/or floor traps does
not harm the environment, or corrode or
otherwise harm the said drains, conduits and/or
floor traps or cause any obstruction or deposit
in them.
(iv) Not to deposit in, on or about the Demised
Premises any waste or substance that may produce
concentrations or accumulations of noxious gases
or liquids that may cause pollution of the
environment or harm to human health and the
Tenant shall take practical precautions to
ensure that no such waste or any other substance
are spilled or deposited in or about the Demised
Premises.
(v) To inform the Landlord forthwith of any spillage
or depositing in on or about the Demised
Premises of any noxious substance in a quantity
that may cause pollution of the environment or
damage to property or harm to human health.
(vi) To indemnify the Landlord and to keep the
Landlord indemnified against any losses in
respect
-17-
of damage to or pollution of the environment
or damage to property or harm to human
health caused by the Tenant under
sub-clauses (i), (ii), (iii) and (iv) above
whether in liquid or solid form or in the
form of vapour or gas.
ILLEGAL USE (vii) Not to use or permit or suffer the
Demised Premises or any part thereof to be used
for any illegal or immoral purpose.
NOT TO KEEP ANIMALS (viii) Not to permit or to keep or allow to be
kept livestock or other animals at the
Demised Premises but subject to Clause
2(7) and to the prohibitions and
indemnities contained in the Clause 2(28)
in so far as they are applicable, the
Tenant may keep or allow to be kept in
the Demised Premises such small livestock
or animals as are required in the
laboratory for experimental or research
purposes subject to prior written
approval from the Landlord such approval
not to be unreasonably withheld and the
relevant government authorities, if
applicable.
SALE BY AUCTION (ix) Not to effect any sale by auction in the
Demised Premises or the Building or the
Park.
INSTALLATION OF (29) To provide at the Demised Premises
SAMPLING SUMPS sampling sumps/inspection holes in
accordance with the environmental rules and
regulations of the relevant government
authorities and/or bodies.
NOT TO RENDER (30) Not to do or permit or suffer to be done
INSURANCES VOID OR on or in the Demised Premises or the
VOIDABLE Building or the Park anything whereby any
insurances of the Demised Premises, the Building
or other buildings in the Park or any part
thereof effected by the Landlord pursuant to
Clause 3(4) hereof or otherwise maybe rendered
void or voidable or whereby the premium thereon
may be increased and to repay to the Landlord on
demand all sums paid by the Landlord by way of
increased premium and all costs and expenses
incurred by the Landlord in connection with
insurance rendered necessary by a breach or
non-observance of this. covenant without
prejudice to any other rights and remedies
available to the Landlord.
-18-
NUISANCE (31) Not to do or permit or suffer to
be done upon the Demised
Premises or any part of the
Building anything which is or
may, or which in the opinion of
the Landlord is or may at any
time be or become a danger,
nuisance or an annoyance to or
interference with the
operations, business, enjoyment,
quiet or comfort of the
occupants of adjoining premises
or inhabitants of the Building
or the Park or the neighbourhood
PROVIDED ALWAYS THAT the
Landlord shall not be
responsible to the Tenant for
any loss, damage or
inconvenience as a result of any
danger, nuisance, annoyance or
interference whatsoever caused
by the occupants of the
adjoining premises or
inhabitants of the Park or the
neighbourhood and the Tenant
shall not hold the Landlord so
liable.
SIGNS, UNSIGHTLY OBJECTS (32) Not without the prior consent in
writing of the Landlord such
consent not to be unreasonably
withheld to affix or exhibit or
erect or paint or permit or
suffer to be affixed or
exhibited or erected or painted
on or upon any part of the
exterior of the Demised Premises
or of the interior or exterior
of the windows or external
walls, rails or fences thereof
or in any of the passages,
corridors or stairs of the
Building or in or around any
part of the Park any nameplate,
signboard, placard, poster,
advertisement, hoarding or other
thing whatsoever.
NOT TO CAUSE OBSTRUCTION (33)(i) Not to obstruct, cause or permit
any form of obstruction
whatsoever whether by way of
depositing or leaving any
article item or thing of
whatsoever nature movable or
otherwise within the Demised
Premises, the Building or the
Park and in particular:
(a) in or on the
approaches, private
roads or
passage-ways or
other accesses
adjacent to or
leading to the
Building or other
buildings in the
Park and in
particular not to
leave or park or
permit to be left or
parked any motor
vehicle or other
carriages belonging
to or used by the
Tenant or of his
friends, servants or
visitors save as is
left or parked in
accordance with the
regulations
specified
-19-
in Clause 2(34)
below;
(b) in or on the common
stairways, corridors
and passageways in
and of the Building
or other buildings
in the Park;
(c) to any fire-fighting
installations and
equipment in the
Demised Premises,
the Building or
other buildings in
the Park.
PROVIDED ALWAYS THAT if the
Tenant shall fail to observe
this covenant, the Landlord
shall, without prejudice to any
other rights and remedies he may
have against the Tenant, have
full right and liberty and
absolute discretion, after
having given the Tenant
reasonable notice so to do and
the Tenant having failed or
neglected to comply with the
same, to remove and clear any
such obstruction, and all costs
and expenses incurred thereby
shall forthwith be recoverable
from the Tenant as a debt AND
FURTHER PROVIDED THAT the
Landlord shall not be liable to
the Tenant or any other person
for any loss, damage or
inconvenience caused directly or
indirectly by such removal and
the Tenant hereby indemnifies
the Landlord in relation
thereto.
(ii) Not to carry out any works or
activities or other operations
of whatever nature in the areas
specified in Clause 2(33)(1)
above.
PARKING OF VEHICLES (34) To observe all regulations made
by the Landlord relating to the
parking of all and any
motor-vehicles or other
carriages belonging to or used
by the Tenant or his employees,
servants, friends or visitors
and to pay such parking charges
as may be imposed by the
Landlord.
NOT TO ASSIGN OR SUBLET (35)(i) Subject to sub-clause (ii)
below, not to assign, sublet,
grant a licence or part with or
share the possession or
occupation of the Demised
Premises or any part thereof or
leave the Demised Premises or
any part thereof vacant and
unoccupied at any time during
the said term.
(ii) The Tenant may, with the written
approval of the Landlord,
assign, sublet, grant a licence
or part
-20-
with or share the possession or
occupation of the Demised
Premises or any part thereof to
its associated companies.
NOT TO CONTRAVENE ANY WRITTEN LAW (36) Without prejudice to Clause 2(7)
not to do or omit or suffer to
be done or omitted any act
matter or thing in or on the
Demised Premises and in respect
of the operations, business,
trade or industry carried out or
conducted therein which shall
contravene the provisions of any
laws, by-laws, orders, rules or
regulations now or hereafter
affecting the same but to comply
at the Tenant's own cost and
expense with all such provisions
and at all times hereafter to
indemnify and keep indemnified
the Landlord against all
actions, proceedings, costs,
expenses, claims, fines, losses,
damages, penalties and demands
in respect of any act, matter or
thing done or omitted to be done
in contravention of the said
provisions.
CHANGE OF NAME (37) The Tenant shall inform the
Landlord in writing immediately
of any change of name,
amalgamation, reconstruction or
acquisition of the Tenant by
another company and shall pay
the Landlord a fee for every
such change in name PROVIDED
ALWAYS THAT any transfer or
assignment of this tenancy to
the new entity shall be subject
to the written approval of the
Landlord and at the cost of the
Tenant.
PERMISSION TO ENTER & VIEW (38) At all times during the three
(3) months immediately preceding
the determination of the said
term to permit persons with
written authority from the
Landlord or the Landlord's agent
at reasonable times of the day
to view the Demised Premises or
any part thereof.
TO SURRENDER PREMISES (39) At the determination (by expiry
or otherwise) of the said term
or any extension or renewal
thereof to yield up the Demised
Premises and all the Landlord's
fixtures, fittings, fastenings
and other things thereto
anywhere belonging or
appertaining in such good and
substantial repair fair wear and
tear excepted as shall be in
accordance with the terms,
covenants and stipulations
contained in this Agreement and
with the locks and keys
complete.
-21-
TO REDECORATE (40) In addition to Clause 2(39) and
immediately prior to the
determination of the said term
or any extension or renewal
thereof to cleanse and restore
the Demised Premises in all
respects to its original state
and condition (fair wear and
tear excepted) excepting those
which have been required by the
Landlord to be left intact and
in situ and if required by the
Landlord, to redecorate,
including painting the interior
thereof to the satisfaction of
the Landlord PROVIDED ALWAYS
THAT if the Tenant shall fail to
observe or perform this covenant
the Landlord may execute or
cause to be executed any or all
such cleaning, restoration and
redecoration works and recover
the costs and expenses thereof
from the Tenant together with
all rent and service charge and
other amounts which-the-Landlord
would have been entitled to
receive from the Tenant had the
period within which such
cleaning, restoration and
redecoration were effected by
the Landlord been added to the
said term.
TO DISINFECT (41) Immediately prior to the
determination of the said term
or any extension or renewal
thereof to clean and disinfect
the interior of the Demised
Premises including but not
limited to all walls, the floor,
windows fittings and fixtures
therein to the satisfaction of
the Landlord to ensure that it
is in a sanitary and hygienic
condition and that it is free
from any harmful contamination
by any biological organisms or
chemical substances that may
have been used produced or
stored in or brought into the
Demised Premises and to dispose
of any such biological organisms
or chemical substance safely
without causing any health
hazards, any danger or injury to
any person PROVIDED ALWAYS THAT
if the Tenant shall fail to
observe this covenant, the
Landlord shall without prejudice
to other rights and remedies he
may have against the Tenant have
full right and absolute
discretion after having given
the Tenant reasonable notice to
do so. and the Tenant having
failed or neglected to comply
with the same, to proceed to
clean and disinfect the Demised
Premises. In connection
herewith, the Tenant shall
permit the Landlord (who shall
not be under any obligation so
to do) to enter upon the Demised
Premises and execute such
-22-
work in and the cost and
expenses thereof shall be a debt
due from the Tenant to the
Landlord and be recoverable from
the Tenant by serving upon the
Tenant in writing specifying the
amount and the Tenant shall pay
such amount within 7 days from
the date of such notice. The
Landlord shall not be liable to
the Tenant for any loss, damage
or inconvenience caused directly
or indirectly by such work in
connection therewith and the
Tenant shall not hold the
Landlord so liable.
FITTINGS & FIXTURES (42) If any rent hereby reserved or
any monies payable. under this
Agreement shall be unpaid, the
Landlord may immediately prior
to the determination of the said
term or any renewal thereof
require any fittings or fixtures
(including Tenant's fixtures) in
the Demised Premises to be left
intact and in situ and the
Landlord shall be empowered to
sell or otherwise dispose of the
whole or any part of such
fittings and fixtures at such
price and in such manner as the
Landlord deems fit and to apply
the proceeds of sale against any
indebtedness of the Tenant to
the Landlord.
INTEREST ON LATE PAYMENT (43) To pay interest at the rate of
10% per annum or such higher
rate as may be determined from
time to time by the Landlord in
respect of any outstanding
amount payable under this
Agreement from the date such
amount becomes due until payment
in full is received by the
Landlord.
TO PERFORM AND OBSERVE OBLIGATIONS (44) To perform and observe all the
obligations other than those
relating to the structure of the
Demised Premises or the
Landlord's fixtures which the
Tenant or the Landlord of the
Demised Premises may be liable
to perform or observe during the
said term or any extension or
renewal thereof by any law,
direction, order, notice or
requirement of any Government or
statutory bodies or authorities
and if the Tenant shall fail to
observe or perform this covenant
the Landlord may in its absolute
discretion perform the same and
all expenses and costs incurred
thereby shall be recoverable
from the Tenant as a debt
PROVIDED ALWAYS THAT the
Landlord shall not be liable to
the Tenant for any loss damage
or inconvenience caused directly
or indirectly thereby and the
Tenant shall not hold the
-23-
Landlord so liable.
TO BEAR LOSS, ETC. (45) To make reasonable provision
against and be responsible for
all loss, injury or damage to
any person or property including
that of the Landlord for which
the Tenant may be held liable
arising out of or in connection
with the occupation and use of
the Demised Premises and to
indemnify and keep indemnified
the Landlord against all
actions, proceedings, claims,
fines, losses, damages,
penalties, costs and expenses
which he may incur or for which
he may be held liable as a
result of any act neglect or
default of the Tenant, his
servants, contractors or agents.
TO BEAR CHARGES RELATING TO (46) To pay and to indemnify and keep
DOCUMENTS the Landlord indemnified for all
cost, disbursements, fees and
charges, legal or otherwise,
including stamp and registration
fees,. penalties, levies, fines
and other charges which may be
payable or which may be paid by
the Landlord in the event that
the Tenant fails or refuses to
make any of the aforesaid
payments in due time in
connection with the preparation,
stamping and issue of this
Agreement and any prior
accompanying or future documents
or deed supplementary collateral
or in any way relating to this
Agreement.
TO BEAR ALL OTHER CHARGES (47) To pay all costs, disbursements
and fees, legal or otherwise,
including costs as between
Solicitor and Client in
connection with the enforcement
of the. terms, covenants and
stipulations of this Agreement.
For the purposes of the recovery
of any sums due to the Landlord
by the Tenant under this
Agreement, all such sums
including service charges, GST,
interest and costs shall be
deemed as rental and recoverable
as a debt from the Tenant under
the provisions of the Distress
Act (Cap. 84).
NOTICE OF DAMAGE (48) If any damage of whatsoever
nature or description shall at
any time occur or be caused to
the Demised Premises and/or the
Building or any part thereof, to
forthwith give to the Landlord
written notice of the damage.
OPERATION OF (49) Not to commence operation at the
Demised Premises after the
installation(s) of equipment
have
-24-
PREMISES been completed UNTIL a final
inspection of such
installation(s) has been carried
out and the Landlord's written
approval of the same has been
given by the Landlord.
PROVISION OF CHILLED WATER (50) To pay for the supply of chilled
water provided by the Landlord
to the Demised Premises for the
Tenant's air-conditioning system
at a rate to be determined by
the Landlord from time to time.
PROVISION OF DEIONISED WATER (IF (51) To pay for the supply of
ANY) deionised water, if supplied by
the Landlord to the Demised
Premises, at a rate to be
determined by the Landlord from
time to time.
INTERNAL SECURITY SYSTEM (52) The Landlord shall provide a
FOR TENANTS security system for the Building
PROVIDED THAT the Landlord shall
not be liable for any FOR
TENANTS damages to the Tenant in
respect of such security system,
including but not limited to any
interruption or failure of the
system, and need only pay to the
Tenant such sum as shall not
exceed any compensation or
amount paid to the Landlord by
the supplier of such system
PROVIDED ALWAYS that in the
event that no compensation is
received by the Landlord from
such supplier, the Landlord
shall not be obliged to
compensate the Tenant for any
loss or damage of any kind
suffered by the Tenant in
respect of the security system.
LANDLORD'S COVENANTS 3. The Landlord hereby agrees with the Tenant
as follows:
QUIET ENJOYMENT (1) The Tenant paying the said rent and
service charge hereby reserved and
observing and performing the terms
covenants and stipulations
contained in this Agreement shall
peacefully hold and enjoy the
Demised Premises during the said
term without any interruption by
the Landlord or any person
rightfully claiming under or in
trust for him.
TO MAINTAIN STRUCTURE (2) The Landlord shall subject to the
proviso in Clause 2(12)(i)(c),
maintain the structure of the
Demised Premises PROVIDED THAT any
damage thereto other than fair wear
and tear and repair arising
therefrom shall be charged to the
account of and paid by the Tenant
AND FURTHER PROVIDED
-25-
THAT the Landlord shall not be
liable for any loss, damage or
injury suffered by the Tenant or
any other person by reason
directly or indirectly of the
state of the Demised Premises
and the Tenant hereby
indemnifies and keep indemnified
the Landlord against all claims,
damages, actions, proceedings,
costs and expenses in any way
relating thereto.
TO KEEP IN SANITARY CONDITION (3) The Landlord shall keep the
exterior and roof of the Building
and the lifts, corridors, passages,
staircases, and other common
conveniences intended for the use
of the Tenant and the Landlord's
other tenants in the Building at
all times in complete repair and in
proper and clean condition and the
stairs and passages leading to the
Demised Premises well and
sufficiently lighted PROVIDED THAT
the Landlord shall not be
responsible for any loss, damage or
inconvenience the Tenant may
sustain. by reason of any loss,
damage or injury caused by or in
consequence of any breakage of or
defects in any of the pipes, wiring
or other apparatus of the Landlord
used in or about the Building.
TO INSURE (4) The Landlord shall at all times
throughout the said term keep the
structure of the Building insured
against loss or damage by fire and
in the event of such loss or damage
(unless resulting directly or
indirectly from some act or default
of the Tenant) to rebuild and
reinstate the damaged part of the
Demised Premises PROVIDED THAT it
is hereby agreed and understood
that the terms "loss or damage by
fire" as used in this clause do not
include any loss or damage caused
to the Tenant's fixtures or
fittings or loss due to the Demised
Premises being rendered out of
commission and in any such event
the Landlord shall not be held
liable for any such loss or damage
sustained by the Tenant.
DESTRUCTION OF PREMISES (5)(i) In the event of the Demised
Premises or part thereof (but
excluding the fixtures therein) or
the Building or any part thereof at
any time during the term hereby
created being so damaged or
destroyed by fire Act of God or
other cause beyond the control of
the Landlord as to render the
Demised
-26-
Premises unfit for use or access
thereto impossible then (except
where such fire or otherwise, has
been caused by the default or
negligence of the Tenant or the
Tenant's servants, employees,
agents or visitors) the rent and
service charge hereby reserved or a
fair and just proportion thereof
according to the nature and extent
of the damage sustained shall be
suspended until the Demised
Premises shall again be rendered
fit for occupation and use or until
access thereto may be obtained as
the case may be.
(ii) In the event that Demised Premises
are not rendered fit. for
occupation within six (6) months
after such damage has been
sustained, then the Tenant may in
its absolute discretion give
written notice to the Landlord
terminating this tenancy and
thereupon this tenancy shall
terminate and the Tenant (if still
in occupation) shall vacate the
Demised Premises without prejudice
to any rights or remedies the
Tenant may have in respect of any
antecedent breach of the terms of
this tenancy.
RENEWAL OF TENANCY (6) The Landlord shall on the written
request of the Tenant made not less
than six (6) months before the
expiration of the said term and if
there shall not at the time of such
request be any existing breach or
non-observance or non-performance
by the Tenant of any of the terms,
covenants and stipulations
contained in this Agreement at the
cost and expense of the Tenant
grant to him a tenancy of the
Demised Premises for a further term
of three (3) years from the
expiration of the said term at a
revised rent and service charge and
upon terms and conditions to be
mutually agreed upon by the
Landlord and the Tenant, but
excluding the present covenant for
renewal.
4. PROVIDED ALWAYS and it is expressly agreed
as follows:
RIGHT OF RE-ENTRY (1) If the said rent hereby reserved or
any part thereof or the service
charge or any other sum payable
under this Agreement shall at any
time remain unpaid for fourteen
(14) days after becoming payable
(irrespective of whether formal
demand has been made or not) or if
any of the terms,
-27-
covenants or stipulations herein
contained on the Tenant's part to
be performed or observed shall not
be so performed or observed or if
the Tenant shall make any
assignment for the benefit of its
creditors or enter into any
arrangement with its creditors by
composition or otherwise or suffer
any distress or attachment or
execution to be levied against his
goods or if the Tenant being an
individual shall commit any act of
bankruptcy or have a receiving
order or an adjudicating order
made against him or if the
Tenant being a Company shall go
into liquidation whether
voluntary (save for the purpose
of amalgamation or reconstruction)
or compulsory then and in any of
such cases it shall be lawful for
the Landlord at any time thereafter
to re-enter upon the Demised
Premises or any part thereof in
the name of the whole and thereupon
the tenancy hereby created shall
absolutely determine but without
prejudice to any right of action or
remedy of the Landlord in respect
of any breach of any terms,
covenants or stipulations herein
contained in this Agreement.
SERVICE OF NOTICE (2)(i) Any notice requiring to be served
hereunder or otherwise in connection
with this Agreement or the tenancy
hereby created shall be sufficiently
served on the Tenant if the same is
left addressed to the Tenant at the
Demised Premises or if forwarded to
the Tenant at the Demised Premises
by registered post and any notice
shall be sufficiently served on the
Landlord if sent to the Landlord's
Registered Office by registered
post. A Notice sent by registered
post shall be deemed to be given at
the time when in due course of post
it would be delivered at the address
to which it is sent.
SERVICE OF ANY DOCUMENT (ii) In the event of any action or
proceedings in respect of the
tenancy created herein (including
any action for the recovery of the
said rent or service charge herein
reserved) the Tenant agrees and
accepts that any document which is
not required by written law to be
served personally shall be
sufficiently served on the Tenant if
addressed to him at the address
specified in this Agreement or if
left posted upon conspicuous part of
the Demised Premises or forwarded to
him by post at the principal or last
known place of business of the fine
or his
-28-
registered or principal office of a
body corporate or his last known
address if an individual.
WAIVER (3) No waiver expressed or implied by
the Landlord of any breach of any
term, covenant or stipulation on the
part of the Tenant to be observed or
performed shall be construed as a
waiver of any other breach of the
same of any other term, covenant or
stipulation and shall not prejudice
in anyway the rights, powers and
remedies of the Landlord herein
contained. Any acceptance of rent,
service charge or other monies shall
not be deemed to operate as a waiver
by the Landlord of any right to
proceed against the Tenant of any of
his obligations hereunder.
NOT TO BEAR LOSS, ETC. (4) The Landlord shall not be
responsible for any loss, damage or
inconvenience occasioned by the
closing of the lift or lifts for
repairs or any other necessary
purpose or for any accidents that
may occur to the Tenant or any other
person using the lift.
(5) The Landlord shall not be liable in
whatever manner including making
good or paying damages to the Tenant
in case of:
NOT TO BE RESPONSIBLE FOR (i) any interruption in the services, if
INTERRUPTION any, provided by the Landlord in the
common areas by reason of repairs or
maintenance of any installations or
apparatus or damage thereto or by
reason of mechanical or other defect
or breakdown including but not
limited to breakdown in electricity
and water supply.
(ii) any loss, injury or damage,
including electrical or mechanical
interference, caused by any act,
omission, default, misconduct or
negligence of any other tenant or
occupier of the Building or its
servant or employee.
(iii) any leakage of the piping wiring and
sprinkler system in the Demised
Premises or the Building and/or any
defect in the structure of the
Demised Premises or the Building.
NOT TO BEAR (6) The Landlord shall be under no
liability either to
-29-
DAMAGES, ETC. the Tenant or to others who may be
permitted to enter or use. the
Demised Premises, the Building or
the Park or any part
thereof for accidents happening or
injuries sustained or for loss of or
damage to property in the Demised
Premises the Building or the Park or
any part thereof. .
RIGHT TO LET (7) The Landlord shall be entitled to
let any other parts of the Building
subject to any terms or conditions
the Landlord may think fit and
nothing herein contained shall be
deemed to create a letting scheme
for the Building or any part thereof
and neither the Tenant nor the
persons deriving title under the
Tenant shall have the benefit of or
the right to enforce or to have
enforced or to prevent the release
or modification of any covenant,
agreement or condition entered into
by any present or future Tenant.
RECEIPT OF MAIL (8) Letters or parcels whether
registered or otherwise and
telegrams or keys received by any
servants of the Landlord on behalf
of the Tenant will be received
solely at the risk of the Tenant.
GOVERNING LAW (9) This Agreement shall be governed by
and construed in all respects in
accordance with the laws of the
Republic of Singapore.
MARGINAL NOTES (10)(i) The marginal notes hereto are
inserted for convenience of
reference only and shall not in any
way define, limit, construe or
describe the scope of intent of the
clauses of this Agreement or in any
way affect this Agreement.
INTERPRETATION (ii) In the interpretation of this
agreement except to the extent that
such interpretation shall be
excluded by or be repugnant to the
context when used herein:
(a) "the Landlord" shall include its
successors in title and assigns
employees agents representatives
person or company for the time being
entitled to the reversion
immediately expectant on the term
hereby created and where the context
so admits the Landlord's employees
agents and representatives;
(b) "person" shall be deemed to include
a corporation;
-30-
(c) "the Tenant" shall include, if the
Tenant is an individual, his
personal representative and
permitted assigns, or if the Tenant
is a company, its permitted assigns
and successors in title and in
either case where the context so
admits the Tenant's employees agents
licensees invitees visitors
independent contractors and
servants;
(d) words importing the singular or
plural number shall be deemed to
include the plural or singular
number respectively and words
importing the masculine gender only
shall include the feminine or neuter
genders and vice versa as the case
may require; and
(e) where two or more persons are
included in the term "the Tenant"
all covenants, agreements, terms,
conditions and restrictions shall be
binding on and applicable to them
jointly and, each of them severally
and shall also be binding on their
personal representatives and
permitted assigns respectively
jointly and severally.
EXCLUSION OF IMPLIED (11) The covenants provisions terms and
TERMS, ETC. agreements herein cover and comprise
the whole of the agreement between
the parties hereto or their
appointed agents and the parties
hereto expressly agree and declare
that no further or other covenants
agreements provisions or terms save
for those contained in the
Landlord's Letter of Offer and
letters supplemental thereto whether
in respect of the Demised Premises
or otherwise shall be deemed to be
implied herein or to arise between
the parties hereto by way of
collateral or other agreement by
reason of any promise representation
warranty or undertaking given or
made by either party hereto to the
other party on or prior to the
execution hereof and the existence
of any such implication or
collateral or other agreement is
hereby negatived.
-31-
IN WITNESS WHEREOF the parties hereto have hereunto set their hands
and/or seals the day and year first above written.
SIGNED BY )
)
NAME : ) ____________________
DESIGNATION : ) Signature
)
)
for and on behalf of the Landlord )
)
SINGAPORE SCIENCE PARK LIMITED )
)
in the presence of )
)
NAME : ) ____________________
DESIGNATION : ) Signature
)
)
)
SIGNED BY )
)
NAME : ▇▇▇▇ ▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇▇
-------------
DESIGNATION : CEO ) Signature
)
)
for and on behalf of the Tenant )
)
Company's Stamp )
)
in the presence of )
)
NAME : ▇▇▇▇ ▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------
DESIGNATION : Ex. Asst. ) Signature
)
)
)
TENANT - PLEASE INITIAL & PLACE YOUR COMPANY STAMP ON THE PLAN(S) ON THE NEXT
PAGE(S)
-32-