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EXHIBIT 10.37
TENANCY AGREEMENT
FOR RESEARCH UNITS(S) AT
SINGAPORE SCIENCE PARK
PARTIES
THIS AGREEMENT is made the 8th day of July 1997 Between ARCASIA LAND PTE LTD
(formerly known as TECHNOLOGY PARKS PRIVATE LIMITED) a company incorporated
under the Companies Act, Chapter 50 and having its registered office at 77
Science Park Drive #04-01/06, CINTECH III, Singapore Science Park, Singapore
118256 (hereinafter called "the Landlord") of the one part and GENELABS
DIAGNOSTICS PTE. LTD. a company incorporated in Singapore and having its
registered office at 85 Science Park Drive #04-01 The Cavendish, Singapore
Science Park Singapore 118259 (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:
1. The Landlord hereby lets and the Tenant hereby takes ALL that portion of
the 4th storey(s) of the Building known as The Cavendish (hereinafter called
"the Building") within the Singapore Science Park (hereinafter called "the
Park") containing an approximate are of 975.10 square metres (which area may
be adjusted on completion of survey, if any) as more particularly delineated
and edged red on the plan annexed hereto and indicated as #04-05 to #04-08
(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 for the term of 23 months from
the 1st day of May 1997 (hereinafter called "the said term") YIELDING AND
PAYING therefore during the said term the rent (hereinafter called "the said
rent") of Dollars Thirty Seven Thousand Two Hundred & Cents Seven
($37,200.07) per month or in proportion in the case of any period less than
a month calculated at a rate of Dollars Thirty Eight & cents Fifteen
($38.15) per square metre per month to be paid, without any deductions and
in advance without
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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 1997.
2. The Tenant hereby covenants with the Landlord as follows:
(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 time.
(2) To pay in addition to the said rent during the said term the sum of Dollars
Two Thousand One Hundred & Forty Five & Cents Twenty Two ($2,145.22) per
month calculated at the rate of Dollars Two & Cents Twenty ($2.20) 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
maintenance and 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.
(3) (i) To pay a cash deposit equivalent to three (3) months' rent and 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 cash
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.
(ii) In the event of an increase in the service charge in accordance with
Clause 2 (2) hereof, to pay the amount of such increase so that the cash
deposit or security stipulated in clause 2(3)(i) shall at all times be equal
to three (3) months said rent and service charge.
(4)(i) To pay a cash deposit (hereinafter called "the renovation deposit") at
the rate of $3.00 per square metre of the Demised Premises subject to a minimum
sum of S$500.00 and a maximum sum of S$3000.00 before the commencement of any
renovation works to the Demised Premises by the Tenant including any additions
or alternations 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 during the course of such
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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 the submission to the Landlord of
all plans duly approved by the relevant government authorities. 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.
(5)(i) During the said term or any extension or renewal thereof to pay any
increase of property tax which may be imposed whether by way of an increase in
the annual value or an increase in the rate per cent. For the purpose of
ascertaining the additional amount payable under this clause any such increase
in property tax shall be apportioned in the same proportion as the floor area of
the Demised Premises bears to the total area of the rentable floor space in the
Building.
(ii) 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.
(6) To pay all charges and outgoings whatsoever in respect of the supply of
electricity, water, gas and any water-borne sewerage system charged by Power
Supply Ltd. and other relevant Government and statutory bodies or authorities
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 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.
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(7) At all times to use the Demised Premises for the purpose of PRODUCT
DEVELOPMENT OF SEROLOGICAL TESTS FOR VIRUS DETECTION DIAGNOSIS AND POTENTIAL
HUMAN VACCINES AND FOR OTHER RELATED PURPOSE ONLY and for no other purpose
whatsoever.
(8) The Tenant shall accept the Demised Premises in its existing state and
condition and shall be deemed to have full knowledge of all structural,
mechanical and electrical specification(s) of the Demised Premises as imposed
by the Landlord.
(9)(i) To submit all information and details on the use of the Demised Premises
as stipulated in Clause 2(7) hereof and waste water 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.
(ii) Subject to Clause 2(22) hereof at his own costs and expense to
install such additional plumbing and sanitary works including the
installation of a water meter for such additional water supply as 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 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.
(iii) In connection with Clause 2(9)(ii), to maintain at his own cost the water
supply pipes installed by the Tenant in the Demised Premises.
(iv) To recycle at his own cost all water which is used for cooling purposes.
(v) To install at his own cost spring loaded nozzles at all rubber hose except
the rubber hose for fire fighting purposes.
(vi) Not to tap or use or permit to be tapped or used for any purpose
whatsoever any water from any source or supply other than that arranged
and paid by the Tenant in accordance with Clauses 2(6).
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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.
(10)(i) Not to place or cause or permit or suffer to be placed any article,
machinery or load in excess of 12.5 kiloNewtons per square metre on the floor
slab of the Demised Premises.
(ii) Not to place or allow to be placed in the lifts of the Building any
article machinery or load in excess of 2500 kilograms.
(11)(i) To keep the interior of the Demised 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 condition throughout the said term (fair wear and tear and
subject and without prejudice to Clause 2(22), damage by fire alone 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.
(ii) 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.
(12)(i) Not to erect any structure or to make or cause to be made any
alterations in or 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 competant 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 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:
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(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 deem sufficient as a security against breach
by the Tenant of Clause 2(39) hereof which the 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.
(12)(ii) No hacking of openings within the Demised Premises is allowed. The
hacking of openings in or about the Demised Premises may be allowed with the
prior written consent of the Landlord and the relevant authorities. In applying
for the Landlord and the relevant authorities' approval the Tenant shall submit
drawings of the openings (together with such information as the Landlord may
require) duly certified by a qualified professional engineer, approved by the
Landlord, that the structural integrity of the system of the Demised Premises
will be maintained.
(13)(i) Not to install or use any electrical or mechanical installation, machine
or apparatus that may cause or causes heavy power surge, high frequency voltage
or current, 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 connection therewith, to
allow the Landlord or any authorised person 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
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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)(i) to install at his
own expense a power line conditioner or voltage regulator or any additional
electrical equipment to reduce or remedy any electrical current surge or
voltage fluctuation that may arise.
(iii) The Tenant shall fully and effectually 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)(i) above.
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)(i) above. (iv) Without
prejudice to the generality of Clause 2(13)(iii) above, the Tenant shall fully
and effectually indemnify and keep the Landlord 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)(i) above.
(14) In addition to Clause 2(13), not to 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 and the relevant Governmental and statutory
bodies or authorities having been first obtained PROVIDED THAT:
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(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 Tenant to the Landlord within seven (7) days
of the Landlord notifying the Tenant of the amount thereof.
(15) To install electrical switch board 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:
(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 singleline 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.
(16) To install where necessary and at the Tenant's own cost and expense to
maintain exit 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.
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(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 to:
(i) install an air-conditioning package unit including any wiring fixtures and
fittings thereof to air-condition the Demised Premises;
(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 for the proposed thermal insulation method.
(18) Without prejudice to the generality of Clause 2(13) and 2(14), the
Tenant shall at his own cost and expenses, 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 fire-fighting equipment and any
additional wirings, fixtures, fittings and other fire-fighting equipment
installed by the Tenant in the Demised Premises are serviced monthly and
are at all times in good condition and in proper working order;
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(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 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.
(19) At all times to provide sufficient access passageways to all fire-fighting
installations and equipment.
(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
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.
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(21) To permit the Landlord, his agents, 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 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.
(22) To be wholly responsible for all losses 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.
(23) In complying with Clause 2(21) hereof and 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
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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.
(24) Not to discharge, dump, leave or burn, not to cause or permit the
discharging, dumping, leaving or 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 a 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.
(25) To provide and maintain refuse 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.
(26) At all times to maintain the area, garden, grounds and passage-ways, if
any, fronting or surrounding the Demised Premises in good order and condition
and to the satisfaction of the Landlord and not to alter the layout thereof
without the prior written consent of the Landlord.
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(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.
(28)(i) Not to use, load, unload, keep or suffer or permit to be used, loaded,
unloaded or stored in the Demised 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, toxic or combustible nature without the prior consent
in writing of the Landlord 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.
(ii) Without prejudice to the generality of Clause 2(28)(i), not to store any
toxic materials, liquids or things in the Demised 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.
(iii) Not to use or permit or suffer the Demised Premises or any part thereof to
be used for any illegal or immoral purpose.
(iv) 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
indemnity contained in Clauses 2(28)(i) and 2(28)(ii) 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 and the
relevant government authorities, if applicable.
(v) Not to effect any sale by auction in the Demised Premises or the Building or
the Park.
(29) Not to do or permit or suffer to be done on or in the Demised Premises or
the 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(5) hereof or otherwise may be
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
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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.
(30) 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.
(31) Not without the prior consent in writing of the Landlord 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.
(32)(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 passageways 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 in Clause 2(33) below;
(b) in or on the common stairways, corridors and passage-ways 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.
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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(32)(i) above.
(33) 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.
(34) Not to assign, sublet, grant a license 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.
(35) 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 g the said term. 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.
(36) The tenant shall inform the Landlord in writing immediately of any change
of name AND to pay the Landlord a fee for every change in name.
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(37) 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.
(38) 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.
(39) In addition to Clause 2 (38) 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 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.
(40) 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 hypergenic 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 convenant, 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
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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 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.
(41) 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.
(42) 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.
(43) To perform and observe all the obligations 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 THAT the Landlord shall
not be liable to the Tenant for any loss damage or inconvenience caused directly
ALWAYS or indirectly thereby and the Tenant shall not hold the Landlord so
liable.
(44) 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
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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.
(45) To pay and to indemnify and keep 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.
(46) 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 thisAgreements.
(47) 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.
(48) Not to commence operation at the Demised Premises after the installation(s)
of equipment have 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.
3. The Landlord hereby agrees with the Tenant as follows:
(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.
(2) The Landlord shall subject to the proviso in Clause 2(12)(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 THAT the Landlord shall not be
liable for any loss, damage or injury suffered by the Tenant or any other person
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by reason directly or indirectly of the stated 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.
(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.
(4) The Landlord shall pay the property tax payable in respect of the Demised
Premises PROVIDED ALWAYS THAT if the rate of such property tax shall be
increased whether by way of an increase in the annual value or an increase in
the rate per cent then the Landlord shall not hereunder be liable to pay the
said increase but the Tenant shall pay such increase as provided under
Clause2(5)(i) hereof.
(5) 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 damaged
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.
(6) Intentionally left blank.
(7) 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 no-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 two (2) years from the
expiration of the said term at a revised rent to be determined by
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the Landlord and upon like terms, covenants and stipulations as are herein
contained or with such variations or modifications thereof together with such
other terms, covenants and stipulations as may be imposed by the Landlord, but
excluding the present covenant for renewal.
4. PROVIDED ALWAYS and it is expressly agreed as follows:
(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, 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.
(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.
(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
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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 principle or last known
place of business of the firm or his registered or principal office or a body
corporate or his last known address if an individual.
(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 any way 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.
(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:
(i) any interruption in the services, if 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 act, omission, default, misconduct or negligence of any servant or
employee of the Landlord in or about the performance or purported performance of
any duty relating to the provision of the said services or the maintenance of
the common areas.
(iii) 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.
(6) The Landlord shall be under no liability either to 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
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injuries sustained or for loss of or damage to property in the Demised Premises
the Building or the Park or any part thereof.
(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 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.
(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.
(9) This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Republic of Singapore.
(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.
(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;
(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;
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(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. IN WITNESS
WHEREOF the parties hereto have hereunto set their hands and/or seals the day
and year first above written.
SIGNED BY
NAME: CHONG SIAK CHING (MS.)
DESIGNATION: MANAGING DIRECTOR
FOR AN ON BEHALF OF THE LANDLORD
/s/ Chong Siak Ching
ARCASIA LAND PRIVATE
LIMITED (FORMERLY KNOWN AS TECHNOLOGY PARKS PRIVATE LIMITED) IN THE PRESENCE OF
NAME OF WITNESS: CINDY TAN
DESIGNATION: ASSISTANT MANAGER
/s/ Cindy Tan
SIGNED BY: MUN PING KUEN
/s/ Mun Ping Kuen
COMPANY STAMP:
FOR AN ON BEHALF OF THE TENANT, GENELABS DIAGNOSTICS (PTE.) LTD.
IN THE PRESENCE OF
NAME OF WITNESS: LOW SOO HUAT
/s/ Low Soo Huat
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