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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2023
Structure Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-41608 |
|
98-1480821 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
611 Gateway Blvd., Suite 223
South San Francisco, California |
|
94080 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (628) 229-9277
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
American Depositary Shares (ADSs), each representing three ordinary shares, par value $0.0001 per ordinary share |
|
GPCR |
|
Nasdaq Global Market |
|
|
|
|
|
Ordinary shares, par value $0.0001 per share* |
|
True |
|
Nasdaq Global Market* |
* Not for trading, but only in connection with the registration of
the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Shanghai Operations Lease
On June 29, 2023, Shanghai ShouTi Biotechnology Co., Ltd.,
the Company’s wholly owned subsidiary. (“Shanghai ShouTi”) entered into a lease agreement (the “Operations
Lease”) with Shanghai Changtai Business Management Co., Ltd. for the lease of approximately 22,500 square feet of office space
located in Shanghai, China, for the Company’s research and development operations office. The commencement date of the Operations
Lease is expected to be January 1, 2024 and will expire on December 31, 2026, unless terminated earlier (the ‘Operations
Lease Term”). The annual base rent under the Operations Lease will be approximately 5.20 million yuan, or approximately US$0.72
million based on the exchange rate as of June 29, 2023. The Company will also be responsible for the payment of additional costs
and fees relating to the use of the premises during the Operations Lease Term. The Company may request to renew the Operations Lease at the end
of the Operations Lease Term on terms to be agreed upon by the parties.
Shanghai Laboratory Lease
On June 29, 2023, Shanghai ShouTi, entered into a lease agreement
(the “Lab Lease”) with Shanghai Chuangzhi Space Entrepreneurship Incubator Management Co., Ltd. for the lease of approximately
8,400 square feet of laboratory space located in Shanghai, China for the Company’s research and development activities. The
commencement date of the Lab Lease is expected to be February 1, 2024 and will expire on January 31, 2027, unless terminated
earlier (the “Lab Lease Term”). The annual base rent under the Lab Lease will be approximately 1.99 million yuan, or
approximately US$0.27 million based on the exchange rate as of June 29, 2023. For the second year, the annual base rent under the
Lab Lease will be approximately 2.05 million yuan, or approximately US$0.28 million based on the exchange rate as of June 29, 2023.
For the third year, the annual base rent under the Lab Lease will be approximately 2.12 million yuan, or approximately US$0.29 million,
based on the exchange rate as of June 29, 2023. Shanghai ShouTi will also be responsible for the payment of additional costs and
fees relating to the use of the premises during the Lab Lease Term. Shanghai ShouTi may request to renew the Lab Lease at the end of the
Lab Lease Term under similar terms and conditions.
U.S. Office Lease
On June 29, 2023, Structure Therapeutics USA Inc., the Company’s
wholly owned subsidiary (“Structure USA”) entered into a sublease agreement (the “Sublease”) with Aligos Therapeutics,
Inc. for the sublease of approximately 11,800 square feet of office space located in South San Francisco, California for the Company’s
corporate headquarters. The commencement date of the Sublease is expected to be August 1, 2023 (the “Sublease Commencement
Date”) and will expire on August 31, 2027, unless terminated earlier (the “Sublease Term”). The annual base rent
under the Sublease will initially be approximately US$0.49 million, and will be increased by three percent (3%) on each anniversary of
the Sublease Commencement Date. The Sublease also provides that, so long as Structure USA is not in default under the Sublease, it will
be entitled to abatement of its monthly base rent for the first four months of the initial Sublease Term. Structure USA will also be responsible
for the payment of additional costs and fees relating to the use of the premises during the Sublease Term. Structure USA may request to
extend the Sublease on terms based upon the market rate at such time, and in accordance with the terms agreed upon by the parties.
The foregoing descriptions of the Operations Lease, Lab Lease and Sublease
do not purport to be complete and are qualified in their entirety by reference to the full text of the Operations Lease, Lab Lease and
Sublease, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
10.1 |
|
Lease Agreement, by and between the Company and Shanghai Changtai Business Management Co., Ltd., dated June 29, 2023. |
10.2 |
|
House Leasing Contract, by and between Shanghai ShouTi Biotechnology Co., Ltd. and Shanghai Chuangzhi Space Entrepreneurship Incubator Management Co., Ltd., dated June 29, 2023. |
10.3 |
|
Sublease, by and between Structure Therapeutics USA Inc. and Aligos
Therapeutics, Inc., dated June 29, 2023. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Structure Therapeutics Inc. |
|
|
|
Date: July 6, 2023 |
By: |
/s/ Raymond Stevens |
|
|
Raymond Stevens, Ph.D. |
|
|
Chief Executive Officer |
Exhibit 10.1
SHANGHAI PREMISES
LEASE CONTRACT
Important Notice
1. This
Contract applies to issues in respect of pre-lease of commercial housing situated within the administrative jurisdiction and of such
premises the rent of which is determined by related parties by means of negotiation on the reasonable market value basis, which both
kinds of properties or premises exclude any publicly-owned residence property leased in return for a rent provided by Shanghai Municipal
Government, public welfare premises which are for non-residence purposes, leased as appropriate administratively allocated, and which
are built with investment by related government, as well as such privately-owned premises the lease of which have been made prior to
the implementation of the Regulations of Shanghai Municipal Government on Premises Lease (hereinafter referred to as “the Regulations”),
in return for a rent as specified by Shanghai Municipal Government.
2. The
pre-lease as referred to hereinabove is only allowed to be made in respect of such commercial housing as is built by related property
developers, and for which commercial housing a pre-sales permit has been duly obtained, except for any commercial housing which has been
pre-sold by related property developers; provided, however, no pre-lease may be made by any pre-buyer of commercial housing.
3.
The terms of “FOR LEASE” and “FOR PRE-LEASE” as appearing herein are for indicative
purposes, denoting that related provisions or clauses marked with such terms apply to lease or pre-lease, as indicated respectively.
When this Agreement following this notes part is used as a premises lease agreement, only those provisions marked with the word “Lease”
will be included and adopted as integral part of such lease agreement; likewise, when used a commercial housing pre-lease contract, only
those provisions marked with the word “Pre-lease” of the Model Agreement, as well as provisions in respect of “Pre-lease
Related Issues” as set out in the Supplemental Provisions (Additional Terms and Conditions), may be included and adopted as integral
parts of the pre-lease contract intended to be concluded. The remaining provisions or clauses without the mark ( ) followed shall be
included in a related agreement or contract as general terms which apply to issues in respect of both lease and pre-lease.
4. In
case this Contract is to be used for intended pre-lease of commercial housing, the Parties to such pre-lease shall, after related property
developer has followed required the original registration of real estate and acquired a real estate ownership certificate, upon completion
of built of such commercial housing enter into and execute a Commercial Housing Use and Delivery Form. All terms and conditions in respect
of the Pre-lease Agreement previously made by the Parties shall have been fully fulfilled upon the Commercial Housing Use and Delivery
Form enters into effect.
5.
This Contract serves as the Model Text for Premises Pre-lease (for trail implementation), which is prepared by Shanghai Administration
of Property and Land Recourses and Shanghai Municipal Bureau for Industry and Commerce, in accordance with the Regulations of Shanghai
Municipal Government on Premises Lease. The terms and conditions contained herein are indicative and the parties to the lease may choose
to adopt them or any of them. For the matters not covered in this Contract, the Parties may enter into a supplementary agreement through
negotiation.
6.
Prior to execution of this Contract, the Landlord is required to present to the Tenant its real estate
ownership and land use right certificate or other related ownership certificate, and the property developer shall present to the pre-lessee
the pre-sale permit duly obtained. Each party to the intended pre-lease shall verify the identity certificate of the other and provide
the other its own identity certificate. If the premises are leased to migrants, the landlord shall also show the Premises Lease Public
Security Permit issued by the local public security department.
7.
Related parties concerned shall, within fifteen (15) days upon execution of this Contract, follow related formalities of registration
of lease agreement for purposes of putting on file. Especially, for premises lease, related parties to such lease shall go through related
formalities with the real estate exchange center or the Farm system filing office, which is established for the place where such leased
premises is located, and apply for a certificate of premises lease registration and recording; in the case of pre-lease of commercial
housing intended only for non-locals or overseas residents, related formalities shall be followed with Shanghai Municipal Real Estate
Exchange Center for putting such pre-lease on file; in the event of pre-lease of commercial housing intended only for locals or nationals,
related formalities shall be followed with appropriate Real Estate Exchange Center established for the place where such pre-leased premises
is located, for putting such pre-lease on file. After the pre-leased commercial premises are completed and obtains the real estate title
certificate, the parties will sign a pre-leased commercial premises handover form, and then register and file the lease with the real
estate exchange or the farm system acceptance office where the premises are located, and receive the lease contract registration and
filing certificate. After the lease contract has been registered and filed, it can defend against any third party in the event of repeated
pre-leases, leases, transfer of the title of the premises during the lease term, or disposition after being mortgaged.
8.
In case only one party intends to apply for registration of lease contract for putting on file while the other is unwilling to cooperate
therewith as requested, such party intending to apply for registration thereof may independently go through related formalities for registration
for putting on file, by presenting the lease agreement in question, its valid identification certificate, as well as other related instruments.
9.
The deposit is to secure the performance of this Contract. The establishment and amount of the deposit
may be stipulated by the Landlord and the Tenant in the contract when the premises are leased. The amount of the deposit shall be agreed
upon by the Parties to the lease. Upon termination of the lease, the deposit, after deducting the relevant costs and expenses payable
by the Landlord as specified in the contract, shall be refunded to the Tenant.
10.
This Model Contract may be available, on a cost basis, at the Real Estate Exchange Center or Farm System Filing
Office, at Shanghai municipal level or the place, county where the related premises is located. The parties shall read this Contract
carefully and understand the contents of each provision carefully before using the form of this Contract.
11.
This Contract serves only as a model text for reference by related parties.
12.
Where the leasehold hereunder is established under the help of agency or brokerage, related parties to a lease shall require such brokerage
or broker to sign on the last signature page hereof.
Shanghai Premises
Lease Contract
BETWEEN:
Landlord
(Party A): Shanghai Changtai Business Management Co., Ltd.
[For Lease]
Tenant
(Party B): Shanghai ShouTi Biotechnology Co., Ltd.
THIS
CONTRACT is made and entered into by and between Party A and Party B, through mutual friendly
negotiation based on the principles of equality, voluntariness, fairness and good faith, regarding the lease by Party A to Party B of
the real property which Party A is entitled to lease, in accordance with the Contract Law of the People’s Republic of China and
the Regulations of Shanghai Municipality for Premises Lease (hereinafter as “Regulations”), with the terms and conditions
as follows.
Article 1 Details
of the Premises
| 1.1. | The
Premises to be leased by Party A to Party B are located at Units 01, 02, 03, 04, 05, 11th Floor, No. 1, Lane 2889, Jinke
Road, Pudong New Area, Shanghai (“Premises”). The gross floor area
(GFA) of the Premises is 2094.01 square meters (the area is subject to the actual measurement report issued by the government
authority). The Premises shall be used as office; the type of the Premises is an office building, and the building
structure of the Premises is a reinforced concrete structure. A floor plan of the Premises is attached hereto as Appendix A.
It is acknowledged that Party A has presented to Party B the followings: |
| | |
| | [For Lease]
Real Estate Title Certificate/Real Property Title Certificate: [Certificate No.: Shanghai
(2016) Pudong Real Property No. 019457]. |
| 1.2. | The
leasehold is established between Party A, as the owner of the real property of the Premises,
and Party B. |
| 1.3. | The
scope, conditions and requirements for use of the shared or common parts of the Premises,
the status of the existing decorations, fixtures and equipment, and the contents, standards,
as well as other issues in respect of those decorations and fixtures to be added by Party
B with the consent of Party A, are set out in appendices attached hereto respectively. Both
Parties agree that the aforesaid Appendices shall become the basis for the acceptance of
the Premises, when the Premises is delivered by Party A to Party B and when returned by Party
B to Party A upon termination of this Contract. |
| 1.4. | Party
A and Party B confirm that, before signing this lease contract, Party A has set up a mortgage
on the property. |
| 1.5. | Refer
to the Supplemental Provisions hereof for details. |
Article 2 Purpose
| 2.1. | Party B undertakes to Party A that the Premises
leased hereunder is to be used as office room and Party B will comply with any and all related applicable provisions
concerning the premises use and property management of the State and Shanghai Municipal Government. |
| 2.2. | Party
B hereby warrants that during the Lease Term, no change will be made to the mutually agreed
usage of the Premises without prior written consent of Party A and, if required by applicable
laws and regulations, the approval from relevant competent authorities after due process
of examination and approval thereby,. |
Article 3 Handover
Date and Lease Term
| 3.1. | Both
Parties agree that Party A shall deliver to Party B the Premises on the date of October 1,
2023. The lease term of the Premises shall be
from January 1, 2024 to December 31, 2026. |
| 3.2. | Upon
expiry of the Lease Term, Party A shall have the right to repossess the Premises, and Party
B shall return the Premises to Party A on time. Where Party B intends to renew the lease
hereunder, it shall deliver a written request to Party A at least six (6) months prior
to expiration of the Lease Term and shall, subject to Party A’s consent, sign a renewal
contract. |
| 3.3. | Refer
to the Supplemental Provisions hereof for details. |
Article 4 Rent,
Method and Time Limit of Payment
| 4.1. | Party
A and Party B agree that the daily rent per square meter of construction area of the Premises
is (RMB) [6.8] yuan, and the rent of the Premises will remain unchanged within 36 months.
See the supplementary terms for details. |
| 4.2. | Party
B shall pay rent to Party A on or before the 25th day of each month. If the payment is overdue,
Party B shall pay liquidated damages at 0.05% of the total overdue payable amount for each
overdue day. |
| 4.3. | Please
refer to the Supplementary Terms for details on how Party B pays the rent. |
Article 5 Deposit
and Other Fees
| 5.1. | Upon
receiving the Deposit, Party A shall issue a receipt to Party B. Upon termination of this
lease, the Deposit, as received by Party A hereunder, after offsetting the amounts due and
payable by Party B hereunder, shall be refunded to Party B without interest. |
| 5.2. | All
costs and fees relating to the use of the Premises incurred during the Lease Term, such as
water, electricity, communication, equipment, property management, air-conditioning service
during non-business hours, parking and energy service, shall be borne by Party B. |
| 5.3. | For
the above-mentioned expenses that Party B is responsible for, the calculation or apportionment
method, payment method and time, etc., please refer to the Supplementary Terms for details. |
Article 6 Requirements
for Use and Responsibility for Maintenance of the Premises
| 6.1. | During
the Lease Term, Party B shall notify promptly Party A to repair or make good any damage or
failure occurred to the Premises or its attached facilities whenever such damage or failure
comes to his attention; Party A shall within 7 days upon receipt of such notice from Party
B, make appropriate correction or repair; otherwise, Party B may make such repair on behalf
of Party A, and the reasonable costs thereof shall be borne by Party A. |
| 6.2. | During
the Lease Term, Party B shall reasonably use and take proper care of the Premises and any
fixtures therein. Party B shall be liable for making repair of any damage to or failure in
the Premises or any fixtures therein (other than normal tear and wear) caused by misuse or
unreasonable use by Party B. If Party B refuses to make repair upon request of Party A, Party
A may make repair on behalf of Party B, and the reasonable costs thereof shall be borne by
Party B. |
| 6.3. | Party
A shall ensure the normal usable and safe conditions of the Premises and all fixtures therein
during the Lease Term. Party A shall notify Party B of any scheduled inspection and/or maintenance
on the Premises 24 hours in advance. During the course of inspection and maintenance, Party
B shall provide cooperation for that purpose. Party A shall minimize the impact of such inspection
and maintenance on Party B’s use of the Premises. |
| 6.4. | Except
for the decorations, fixtures and equipment listed in Appendix C hereto, if Party B intends
to add any decoration, fixture or equipment, it shall obtain the prior written consent of
Party A; if such addition shall be subject to the examination and approval of the competent
authority according to the applicable laws and regulations, Party B shall obtain the approval
from the competent authority in advance. The ownership of such added fixtures and equipment,
made by Party B, as well as maintenance responsibilities thereof shall be otherwise provided
in writing agreement between Party A and Party B. |
| 6.5. | Refer
to the Supplemental Provisions hereof for details. |
Article 7 Conditions
of the Returned Premises
| 7.1. | Unless
Party A consents to the renewal hereof intended by Party B, Party B shall return the Premises
to Party A upon expiration of the Lease Term. If Party B fails to do so without consent from
Party A, Party B shall pay Party A an occupancy fee of RMB [/] per square meter of construction
area per day for each day of delay. Please refer to the supplementary terms for details. |
| 7.2. | The
Premises returned by Party B shall be restored to the original conditions when the Premises
was delivered. The intended return of the Premises shall be subject to due inspection and
acceptance by Party A, and in the event of acceptance by Party A of intended return, each
party shall pay up any and all amounts that shall be borne by such party respectively. |
| 7.3. | Refer
to the Supplemental Provisions hereof for details. |
Article 8 Sublease,
Assignment and Exchange
| 8.1. | Except
as Party A consents to sublease by Party B as provided for in the Supplemental Provisions
hereof, Party B, during the entire lease term hereof, may not sublease a part of the Premises
to any third party unless a prior written consent has been obtained from party A. |
| 8.2. | For
any intended sublease of this Premises, Party B shall sign a sublease contract with the related
sub-lessee in writing, and shall file such sublease with the Real Estate Exchange at the
place where the Premises are located in accordance with relevant regulations. |
| 8.3. | During
the Lease Term, any sublease of the Premises by Party B to any third party or the exchange
of the Premises by Party B with the premises leased by others, is subject to a prior written
consent of Party A. Upon completion of such sublease or exchange, the assignee of the lease
or the person with whom Party B exchanges premises shall enter into a contract whereby the
lessee is changed and the changed lessee agrees to perform the terms and conditions contained
herein. |
| 8.4. | Refer
to the Supplemental Provisions hereof for details. |
Article 9 Conditions
for Termination
| 9.1. | Both
Parties agree that this Contract shall be terminated and neither Party is liable to the other
Party upon occurrence of any of the following circumstances during the Lease Term: |
| (i) | The
right to use the land occupied by the Premises is withdrawn prior to the expiry date according
to law; |
| (ii) | The
Premises are requisitioned for public interest according to law; |
| (iii) | The
Premises are listed in the scope of demolition and relocation for the needs of urban construction
according to law; |
| (iv) | The
Premises are damaged, destroyed or assessed as a dangerous property; |
| 9.2. | It is agreed that, under any of the following
circumstances, either Party may notify the other in writing to terminate this Contract. The breaching Party shall pay liquidated
damages equal to (refer to the Supplemental Provisions hereof for details) times of the monthly rent to the non-breaching
Party; if the non-breaching Party suffers losses more than the liquidated damages, the breaching Party shall also indemnify the
non-breaching Party the difference between the losses and the liquidated damages. |
| (i) |
Failure
on the part of Party A to deliver the premises as scheduled and the failure continues for a period of 7 days upon request by Party B
for delivery; |
| (ii) | The
Premises delivered by Party A fail to conform to the stipulations hereof, thus frustrating
the lease purpose described herein; or the Premises delivered by Party A are defective, thus
threatening the safety of Party B; |
| (iii) | Party
B changes the purpose of the Premises without written consent of Party A; |
| (iv) | The
main structure of the Premises is damaged due to any reason of Party B; |
| (v) | Party
B sublets the Premises, or assigns the right of rent regarding the Premises or exchanges
with others their respective leased premises without the prior consent of Party A; |
| (vi) | Failure
by Party B to pay due rent for a period of 1 month aggregately. |
| 9.4. | Refer
to the Supplemental Provisions hereof for details. |
Article 10 Liabilities
for Breach
| 10.1. | Party
A shall be held liable for compensation for any loss suffered or sustained by Party B as
a result of failure of Party A to inform Party B that the Premises has been mortgaged or
transfer of title to the Premises is restricted. |
| 10.2. | Party
A shall be liable for compensation for any property damage or bodily injury caused to Party
B as a result of damage to the Premises caused by reason of failure of Party A to perform
the repair and/or maintenance responsibilities set forth herein, during the Lease Term. |
| 10.3. | If
Party B fits out or adds fixtures in the Premises without the prior written consent of Party
A or beyond the scope or requirement accepted by Party A in writing, Party A may demand Party
B to make restitution of the Premises and pay compensation. |
| 10.4. | Refer
to the Supplemental Provisions hereof for details. |
Article 11 Miscellaneous
| 11.1. | If
Party A intends to mortgage the Premises during the Lease Term, it shall give a written notice
to Party B. |
| 11.2. | This
Contract shall become effective as of being duly signed and sealed by both Parties. |
| 11.3. | Any
matter not covered herein shall be specified in the supplementary provisions reached by the
Parties through friendly negotiation. The Supplemental Provisions and the appendices hereto
are the integral parts of this Contract. The printed words or provisions hereof and those
words inserted in the blank space intentionally left in this Contract, its Supplemental Provisions,
as well as appendices attached hereto shall have same force. If there is any conflict between
any supplementary provision or appendix and this Contract, the supplementary provision and
the appendix shall prevail. |
| 11.4. | Each
Party has understood its rights, obligations and responsibilities hereunder when this Contract
is entered into, and agrees to strictly comply with the terms and conditions of this Contract.
If either Party breaches this Contract, the other Party is entitled to claim against the
breaching Party for damages in accordance with this Contract. |
| 11.5. | This
Contract shall be governed by and construed in accordance with the laws of the People’s
Republic of China. Any dispute arising from or in connection with the performance of this
Contract shall be resolved between both Parties through mutual friendly negotiation; if no
successful settlement can be reached through negotiation, the second option indicated
below will be used by the Parties to resolve the dispute: |
| (i) | Submit
to Shanghai Arbitration Commission for arbitration; |
| (ii) | File
an action before the people’s court where the Premises are located. |
| 11.6. | This
Contract, together with its appendices attached hereto, are made and executed in five counterparts.
Each Party shall keep two counterparts respectively, and the remaining one counterpart shall
be filed with Shanghai Pudong New Area Real Estate Exchange Center. All counterparts hereof
shall have the equal legal effect. |
| 11.7. | Refer
to the Supplemental Provisions hereof for details. |
Supplementary
Provisions
In accordance with
Article 11.3 of the Shanghai Premises Lease Contract entered into by the Parties (hereinafter referred to as “This Contract”),
the Parties hereby enter into the Supplemental Provisions with respect to the following matters (hereinafter referred to as “Supplementary
Provisions”). These Supplementary Provisions, the body of the Contract and all annexes and appendices hereto are collectively referred
to as the “This Contract”. In case of any consistence between the body of the Contract and these Supplementary Provisions
or any annex or appendix hereto, these Supplementary Provisions and the annex or appendix hereto shall prevail.
(Paste Here) |
(Perforated Rider Seal Here) |
For the purpose
of this Contract, the following terms shall have the meaning defined below, unless it is otherwise required in the context:
| 1.1. | “Handover
Date” shall mean the date of October 1, 2023 as agreed upon by both Parties in
Article 3.1 of this Contract. |
| 1.2. | “Commencement
Date” shall mean the date of January 1, 2024, or another date stipulated herein,
or another date agreed upon by both Parties in writing. |
| 1.3. | “Lease
Term” shall mean the period from the Commencement Date to the date of termination of
this Contract. |
| 1.4. | Party
B shall abide by the "Renovation Code", "Tenant Handbook", as well as
other rules regarding the Premises and the public areas and public facilities formulated
and/or amended from time to time by the property manager and/or Party A. Such guidelines,
manual, rules and the updates and amendments notified by the property manager and/or
Party A to Party B in writing from time to time shall be incorporated herein and become an
integral part of this Contract. |
| 1.5. | Party
B agrees that, the floor number of the Premises as described in Article 1.1 of this
Contract is solely designated by Party A and may not be the same as the actual floor. If
the said number is different to the actual floor number, Party B will not make any claim
or any other demand against Party A due to such difference. |
| 1.6. | Party
A has the right to hold or organize, or permit others to hold or organize any ceremonies,
exhibitions, merchandise displays or promotional activities in any public area of the Building
at the time, conditions and period it deems appropriate. For the purpose of this Contract,
"Public Area" means that the public area of the Building that Party A grants Party
B a non-exclusive right shared with other tenants, for Party B to access the Premises and
use the Premises only, subject to the terms and conditions of this Contract. The property
manager and/or Party A shall have the right to reasonably limit the scope of use mentioned
above. |
| 1.7. | The
Premises are the property located at Unit 01, 02, 03, 04, 05, 11th Floor, Building A, Chamtime
Plaza, No. 1, Lane 2889, Jinke Road, Pudong New Area. |
| 2. | Supplemental
Provision to Article 3 “Handover Date and Lease Term” of this Contract |
| 2.1 | Both
Parties agree that the Commencement Date shall be the date of January 1, 2024.
The Lease Term shall be 36 months, from January 1, 2024
to December 31, 2026. |
| 2.2 | If
Party A fails to hand over the Premises to Party B on the Handover Date, Party B agrees to
give Party A a 30-day grace period. In this case, the decoration period and/or Lease Term
shall be extended according to the number of days extended by Party A. After the grace period,
if Party A still fails to hand over the Premises to Party B, Party A shall give Party B an
extra day of rent-free period for each day of delay. If the handover is delayed for more
than 120 days, Party B may choose to terminate this Contract, and Party A shall refund the
Deposit (without interest) paid by Party B within 30 days upon early termination of this
Contract. Party B promises that in addition to this, Party A does not need to bear any responsibility
for all losses suffered by Party B. |
| If
Party B does not choose to terminate this Contract, Party A may continue to negotiate with
Party B to postpone the Handover Date after the 120-day grace period until Party A finally
hands over the Premises to Party B. |
| |
| If Party B fails
to sign this Contract or fails to pay the Deposit as specified in Article 4.1 hereof on time,
or fail to prepay one month's rent and one month's property management fee before handover, Party
A is not obliged to give Party B the rent-free period mentioned above. |
| |
| If Party B fails
to go through the formalities for inspection and acceptance of the Premises on the Handover Date,
the expiry date of the decoration period and the rent-free period and the starting date of the
Lease Term specified herein shall remain unchanged, and the days of the period from the Handover
Date to the date of completion of the said formalities shall be deducted from Party B’s
decoration period (if any) and the Lease Term. Party A shall have the right to charge Party B
the management fee, overtime air-conditioning fee and other fees from the starting date of the
Decoration Period in accordance with this Contract. |
| 2.3 | Handover
Procedures and Standards: |
| 2.3.1. | Party
B shall inspect and accept the Premises together with Party A on the Handover Date. After
the acceptance, both Parties shall sign a leased commercial premises handover form and go
through the handover formalities. |
| 2.3.2. | Party
A guarantees that on the Handover Date, Chamtime Plaza (including the Building, elevator
halls and stairwells, etc.) has passed the inspection and commissioning required by
the applicable laws and regulations, and Party A has obtained the permit and license required
for the lease and operations of the office building under the laws and regulations. In addition,
Party A will comply with the land, building and property laws and regulations and maintain
such permit and license full force and effect throughout the License Term. |
| 2.3.3. | For
details of Party A’s handover standards, please refer to Appendix C. If the Premises
fail to meet the handover standards, it shall be treated as Party A’s delay in handover
and Party A shall make remedy. |
| 2.3.4. | Party
B shall commence the decoration in the Premises after the completion of handover procedures,
and its decoration works shall comply with this Contract and the rules regarding decoration
provided by Party A and/or the property manager. |
| | |
| | If Party
B intends to do the decoration in advance and Party A agrees so in writing, the date when
Party B enters into the Premises shall be deemed as the Handover Date and it shall be deemed
that Party A has handed over the Premises. |
| 2.4 | Decoration
period and the rates of fees during the decoration period: |
| 2.4.1. | Party
A agrees to grant Party B a three-month decoration period from October 1,
2023 to December 31, 2023. Except exemption of the rent the decoration period,
Party B shall perform all its obligations under this Contract, including but not limited
to the due and payable property management fee, electricity bill, energy service fee, air
conditioning fee beyond the normal business hours (if any), any tax and/or charge payable
by Party B related to the Premises and all other fees and expenses incurred from Party B’s
use of the Premises, from the Handover Date. |
| 2.4.2. | During
the decoration period, the property management fee shall be reduced by 50%, i.e. RMB
[16.00] per month per square meter of GFA; however, if Party B starts its office operations
in the Premises during the decoration period, 100% property management fee shall be paid
by Party B from the date when Party B starts its office operations in the Premises. |
| 2.5 | Renewal
and Rent Adjustment. If Party B intends to renew the lease after the Lease Term, it shall
give a written notice of its intention of renewal to Party A at least six (6) months
prior to the expiration of the Lease Term, and Party B must rent the Premises in whole during
the renewal term. Party A has sole absolute discretion to approve or disapprove the renewal,
while Party B has the priority to renew the lease under the equivalent conditions. The rent
and lease terms and conditions during the renewal term will be agreed upon by the Parties
according to the market conditions and a renewal lease contract will be signed. If Party
B does not give a notice in accordance with the agreements mentioned above, it shall be deemed
as a waiver of renewal. |
| 3. | Supplemental
Provision to Article 4 “Rent, Terms and Time Limit of Payment” of this Contract |
| 3.1. | Price
of Rent and Monthly Rent: |
| 3.1.1. | Party
B shall, on the Commencement Date (other than the Decoration Period), pay the rent of the
month thereof to Party A. The price of rent is RMB [6.80] per day per square meter
of GFA (“Daily Rent”). The monthly rent shall be calculated according to the
following formulas: |
| | |
| | Monthly
Rent (RMB [433,111.07]) = Daily Rent (RMB [6.80]) × 365 days / 12 months × GFA
of the Premises (2094.01 m2) |
| 3.1.2. | The
rent of the Premises is fixed during the Lease Term (i.e. from January 1, 2024
to December 31, 2026). |
| 3.2. | The
rent shall be paid by Party B as follows: |
| 3.2.1. | The
rent and the property management fee for the first month shall be paid prior to the Handover
Date, and subsequently, the monthly rent shall be paid on or before the 25th day
of previous month in advance. Party A shall issue a valid invoice for the payment to Party
B within five (5) business days upon receiving the payment from Party B. |
| 3.2.2. | Party
B shall remit the monthly rent to Party A’s account below within the time limit according
to Article 3.2.1 hereof and provide a proof of payment by fax or any other means acceptable
to Party A on the date of payment: |
| | |
| | RMB
Account: |
| | Account
Name: Shanghai Changtai Business Management Co., Ltd. |
| | Bank:
Industrial and Commercial Bank of China, Shanghai Baoshan Sub-branch |
| | Account
Number: |
| 3.3. | If
Party B delays payment, it shall pay 0.05% of the overdue amount on a daily basis
as a late fee. |
| 3.4. | Both
Parties hereby confirm that the rent payable by Party B to Party A hereunder is exclusive
of property management fee, electricity bill, energy service fee, air conditioning fee beyond
the normal business hours (if any), all taxes and charges payable by Party B related to the
Premises and all other fees and expenses incurred from Party B’s use of the Premises. |
| 4. | Supplemental
Provision or Amendment to Article 5 “Deposit and Other Fees” of this Contract |
| 4.1.1. | The
security deposit under this contract is equivalent to the total of three-month rent (RMB)
[1,299,333.21] yuan and three-month property management fee (RMB) [201,024.96] yuan, namely
(RMB) [1,500,358.17] yuan (the "Security Deposit"). |
| | |
| | Within
5 working days after signing this contract or before the delivery date specified in Supplementary
Terms 1-1 (whichever occurs earlier), Party B shall pay the corresponding deposit to Party
A's following accounts (or other accounts recognized in writing by Party A) within the period
specified in this Supplementary Terms, and provide Party A with corresponding proof of payment
on the payment date: |
| | |
| | The
above three months' rent will be paid to the RMB account: |
| | Account
Name: Shanghai Changtai Business Management Co., Ltd. |
| | Bank:
Industrial and Commercial Bank of China, Shanghai Baoshan Sub-branch |
| | Account
Number: |
| | |
| | The
property management fee for the above three months shall be paid to the RMB account: |
| | Account
Name: Shanghai Changtai Business Management Co., Ltd. |
| | Bank:
China Minsheng Bank Shanghai Caohejing Sub-branch |
| | Account
Number: |
| 4.1.2. | If
Party B violates any provision of this Contract within the term of this Agreement, Party
A has the right to deduct any amounts payable by Party B (including but not limited to rent,
property management fee, overtime air-conditioning fee and other fees), liquidated damages
and/or indemnification for Party A’s damages caused by Party B or its employees, agents,
or visitors/customers, from the Deposit. If the balance of the Deposit in Party A’s
account is less than the amount specified in this Article 4.1.2 due to such deduction
and/or compensation, Party B shall pay the difference to Party A within 3 business days upon
receipt of a written notice from Party A. However, Party B shall not use the Deposit to offset
any other payable amounts, including but not limited to the monthly rent, property management
fee or other fees payable by Party B. |
| 4.1.3. | Upon
expiration of this Contract, if Party A confirms that Party B has returned the Premises and
the parking lot and fully paid the due and payable amounts, Party A shall refund the Deposit
in full (without interest) within one month. If Party B fails to pay any payable amount,
Party A shall have the right to deduct such amount from the Deposit, and shall have the right
to recover the deficiency (if any) from Party B, or shall refund the balance (if any) to
Party B (without interest). |
| 4.1.4. | Party
B shall not transfer the Deposit to any third party as a security for its debts to the third
party. |
| 4.1.5. | Party
B shall maintain the Deposit in the amount specified in Article 4.1.1 hereof during
the Lease Term. |
| 4.2. | Property
Management Fee. The property management fee shall be RMB [32.00] per month per square meter
of GFA. The monthly property management fee shall be RMB [67,008.32]. The monthly property
management fee shall be paid on or before the 25th day of the previous month in
advance. Party A reserves the right to uniformly adjust the property management fees of Chamtime
Plaza based on actual conditions. |
| | |
| | Party
B shall remit the deposit for the property management fee and the monthly property management
fee to Party A’s account below (or another account designated by Party A) within
the time limit specified herein and provide a proof of payment by fax or any other means
acceptable to Party A on the date of payment: |
| | |
| | RMB
Account: |
| | Account
Name: Shanghai Changtai Business Management Co., Ltd. |
| | Bank:
China Minsheng Bank Shanghai Caohejing Sub-branch |
| | Account
Number: |
| 4.3. | Electricity
Bill. Party B shall pay electricity bill and other utilities and corresponding energy service
fee according to the actual consumption of electricity showed in the separately installed
electricity meter. |
| 4.4. | Overtime
air-conditioning fee. |
| 4.4.1. | The
“non-business hours” referred to in Article 5.2 of this Contract shall mean
any time except 8:30 AM - 7:00 PM Monday to Friday and 8:30AM – 13:00PM Saturday, and
Sundays, statutory holidays and any other breaks as the government advises business enterprises
and public institutions to implement. If Party B requests the air-conditioning service during
non-business hours, it shall submit a written request to Party A or the property manager
at least one business day in advance and shall pay the fees for the period supplying the
air-conditioning service as requested. The overtime air-conditioning fee shall be paid together
with the property management fee for the next month. Refer to the property management service
manual for the rate of air-conditioning service during non-business hours. |
| 4.5. | The
costs of energies (including electricity, air-conditioning fee and energy service fee, etc.)
actually consumed by Party B shall be borne by Party B. Such costs shall be calculated and
allocated as follows: |
| 4.5.1. | For
the costs not measured by separate meters and other unforeseen expenses, they shall be determined
by Party A or its designated property manager with a reasonable method, such as leased area,
office hours, or overtime work hours. |
| 4.5.2. | Other
fees and charges assessed by the laws and government regulations on the use of the Premises
shall be paid according to the laws or regulations. |
| 5. | Supplementary
Provisions or Amendment to Article 5 “Use Requirements and Maintenance Responsibilities”
of This Contract |
| 5.1. | Party
A’s responsibility for maintenance of the Premises is limited to the main structural
part of the Premises, public areas and public facilities, and the fixtures in the Premises
provided by Party A that have not been modified or added by Party B. For the avoidance of
doubt, unless otherwise stipulated in this Contract, during the Lease Term, Party B’s
responsibility for maintenance and replacement includes but is not limited to the following: |
| (i) | The
fixed facilities and equipment parts provided by Party A located in the Premises and exposed
to the visible range (including but not limited to air-conditioning vents, power expansion
equipment, fire alarm devices and sprinkler systems); |
| (ii) | The
consumables provided by Party A; |
| (iii) | The
facilities furnished by Party B. |
| | |
| The “fixtures”
referred to herein shall mean the fixtures listed in Appendix C attached to this Contract. |
| | |
| If
Party B becomes aware that there is any damage to or failure in the fittings, facilities or equipment
in the Premises and listed in Appendix C attached hereto, it shall promptly give a notice requesting
Party A or the property manager to repair, and shall not repair it by itself without prior authorization
(provided that, in some urgent cases, Party B may make certain necessary interim repair to the
extent that such repair is for the purpose of mitigating immediate damages or risks to any property
or employee of Party B). Party B shall be liable for any damages, personal injury and property
losses resulting from any repair and maintenance conducted by Party B or its employees or agents
on any damage to or failure in the Premises or any fittings, facilities or equipment listed in
Appendix C attached hereto. If it is impossible for Party A or the property manager to make repair
within 24 hours upon receiving the notice from Party B, due to the special nature of the damage
or failure, additional time shall be granted to Party A or the property manager necessary for
making or completing the repair. |
| 5.2. | Entry
inspection (supplementing Article 6.3 of this Contract). If Party A or the property
manager hired by Party A has to enter the Premises for maintenance, environmental sanitation,
anti-theft, fire prevention, disaster prevention, rescue or other management purposes of
the Building, Party A shall notify Party B in writing at least 24 hours in advance, except
in the event of any emergency, in which case, Party A shall notify Party B promptly afterwards
(for emergency arrangement, refer to Article 11.1 of these Supplementary Provisions). |
| 5.3. | All
costs and expenses incurred from the matters mentioned in Article 6.4 of this Contract
shall be borne by Party B, but Party A shall give necessary assistance to Party B in obtaining
relevant approvals. The equipment and facilities added by Party B shall remain the property
of Party B, and Party A is not responsible for maintenance of such equipment and facilities.
Upon request of Party B, Party A shall assist Party B in repair, and the reasonable costs
for such repair shall be borne by Party B. In this case, Party B shall cooperate with and
support Party A’s operations. |
| | |
| | All
costs and expenses incurred from the decoration, fixtures or equipment added by Party B,
including but not limited to costs of fit-out, addition and modification, costs of equipment
and materials, as well as all taxes and government charges incurred therefrom, shall be solely
borne by Party B. |
| 5.4. | Civilized
Construction. In view of the different move-in date of the tenants, in order to ensure the
normal business environment of the tenants who move into the Building before Party B, Party
B shall carry out decoration works during the decoration hours specified by Party A and in
the manner of civilized construction. Party B shall not pile up construction materials or
tools on the public passage or any place outside the Premises. If Party B violates this provision,
it shall indemnify Party A or other tenants against all losses and damages resulting therefrom. |
| 5.5. | Liabilities
for the acts of third parties. If any sub-tenant, sub-lessee, employee, worker, customer,
visitor, servant, agent or licensee of Party B, or any person permitted by Party B explicitly
or impliedly to use or occupy the Premises commits any breach of contract, negligence or
default, it shall be deemed as Party B’s breach, negligence or default and Party B
shall be liable for it. For the avoidance of doubt, Party B shall indemnify Party A against
and hold Party A harmless from any personal injury or property loss or damage to Party A
and/or the property manager or any other person directly or indirectly caused by any of the
following accidents resulting from any fault of Party B: |
| (i) | Failure
or improper maintenance in any appliance, electric device or electric cable in the Premises; |
| (ii) | Blockage
or damage to any water pipe or water closet in the Premises (if any); |
| (iii) | Spreading
of fire or smoke in the Premises; |
| (iv) | Damage
to any public area in the Building by Party B. |
| 5.6. | Party
A is not liable for any damage of Party B caused by any of the following events when Party
B is using the Premises during the Lease Term: |
| 5.6.1. | Natural
disaster or any other force majeure; |
| 5.6.2. | Damage
caused by pest, theft, robbery or any other criminal offense; |
| 5.6.3. | Any
disaster not caused by Party A’s willful misconduct or negligence; |
| 5.6.4. | Interruption
in supply of water, electricity or gas caused by the normal maintenance or first-aid repair
of the Building or adjacent unit; |
| 5.6.5. | Any
damage caused by any other tenant; |
| 5.7. | Engineering
and Fit-out Works: |
| | |
| | When
carrying the decoration or fit-out works, Party B shall comply with this Contract, the tenant
decoration guidelines and the tenant manual and other regulations and rules regarding
decoration or fit-out developed and/or amended by Party A and/or the property manager from
time to time. |
| | |
| | If
Party B violates this Contract, the tenant decoration guidelines and the tenant manual and
other regulations and rules regarding decoration or fit-out developed and/or amended
by Party A and/or the property manager from time to time, it shall be liable for all consequences
arising therefrom, including but not limited to the costs and expenses of removal, addition
and modification required by the government authorities. In addition, Party B shall indemnify
Party A against all losses, claims, expenses and actions resulting from Party B’s violation
of this provision. If Party B fails to do so, Party A shall have the right to deduct and
collect such costs and expenses from the Deposit, and recover the deficiency (if any) from
Party B. |
| 5.8. | If
any government authority imposes any rectification requirement on the decorations performed
or completed by Party A according to Party B’s requirements or the decorations performed
or completed by Party B in the Premises (including but not limited to firefighting facilities)
at any time during the Lease Term, Party B shall make correction as required by the government
authority. All liabilities and costs incurred from such correction shall be solely borne
by Party B, including but not limited to any liabilities and costs caused from its influence
on the tenants of adjacent units. Party A is not liable for such liabilities and costs. |
| 5.9. | Partition
and Decoration. If Party B needs to partition and decorate the Premises, it shall provide
Party A with a copy of the design and construction drawings 14 days before construction.
If Party A has reviewed and approved it, Party B shall sign a decoration commitment letter
to Party A. |
| 5.10. | Party
B shall strictly comply with the Decoration Code and the User Manual. |
| 6. | Supplementary
Provisions or Amendment to Article 7 “Conditions of Returned Premises” of
This Contract |
| 6.1. | Party
B shall return the Premises to Party A no later than 5:30 PM on the date of termination of
this Contract. If Party B fails to return the Premises within the time limit without Party
A’s prior written consent, from the day next to the date of termination of this Contract
to the date of actual return of the Premises, Party B shall pay Party A the occupancy fee
at two times of the Daily Rent specified in Article 3.1.1, the property management fee
and other fees due and payable by Party B for the use of the Premises. If Party B’s
delay to vacate the Premises causes other damages to Party A, Party B shall also indemnify
Party A against such damages. However, payment of the occupancy fee, property management
fee and damages shall not be construed as renewal or continuation of the lease. |
| 6.2. | Upon
expiration of the Lease Term or early termination of this Contract, Party B shall immediately
restore the Premises and all fixtures, fittings and equipment in the Premises to the original
conditions according to the standards of Chamtime Plaza, and after it is inspected and confirmed
by Party A (but Party A shall not unreasonably withhold or delay the inspection and confirmation),
Party B shall return the Premises in good and leaseable conditions (other than normal wear
and tear) to Party A. Both Parties may also agree to keep any interior decoration, fit-out
or fitting in the Premises, but Party A shall not be required to make any compensation to
Party B. Party B undertakes that, regardless of the termination of this Contract due to whatever
reason, Party B will not claim any compensation against Party A, including the compensation
for any decoration or fit-out in the Premises or any facility added by Party B after the
Premises are handed over to Party B. |
| 6.3. | If
Party B fails to return the Premises to Party A upon expiration of the Lease Term or early
termination of this Contract, in addition to receiving from Party B, from the date next to
the date of termination of this Contract and on a daily basis, the occupancy fee (at two
times of the Daily Rent specified in Article 3.1.1), the property management fee (on
a daily basis at the rate of the then daily property management fee) and other fees, Party
A shall also have the right to open the locks of the Premises and replace the locks and keys
of the Premises three (3) days after expiration or early termination (as the case may
be) of this Contract at the presence of Chinese notary public or Chinese lawyer as witness,
and remove all items out of the Premises, including but not limited to furniture, fixtures
and other additions, and vacate and repossess the Premises. The costs of removal, notarization
fee or attorney’s fee shall be solely borne by Party B. Party A is not liable for any
damages or Party B’s losses resulting therefrom. For the items left by Party B in the
Premises, Party A shall have the right to charge a storage fee against Party B, and shall
also have the right to, by the means it considers appropriate, sell, transfer, discard or
otherwise dispose of such items and use the proceeds therefrom (if any) to offset any amounts
owed by Party B to Party A and indemnify Party A against all damages actually incurred or
to be incurred from such event. However, at no events Party A shall pay any amount or make
compensation to Party B for such items. |
| 6.4. | If
Party B fails to return the Premises in accordance with the provisions of this Contract,
Party A shall have the right to take all necessary actions to make the return of the Premises
comply with the provisions of this Contract or the applicable laws and regulations at the
costs of Party B. In addition, Party B shall pay the occupancy fee, property management fees
and other fees in accordance with Article 6.3 hereof to Party A according to the days
that Party A spends to make the return of the Premises comply with the provisions of this
Contract and the applicable laws and regulations. If Party B fails to return the Premises
in accordance with the provisions of this Contract and causes other damages to Party A (including
but not limited to Party A’s acquirable interests of leasing the Premises to any third
party, and the liquidated damages paid by Party A under any other lease contract arising
from delay to hand over the Premises to another tenant due to the delay in return hereunder),
Party B shall also indemnify Party A against such damages. |
| 6.5. | If
Party B uses the address of the Premises as the registered address of Party B’s for
the corporation registration or other relevant licenses, approvals or permits, Party B shall
provide the proof showing that the registered address has been changed to another address
when Party B returns the Premises. If Party B fails to comply with the provisions above,
Party A has the right to temporarily retain Party B’s Deposit until the change registration
of Party B’s registered address has been completed. If Party A has refunded the Deposit
and then finds that Party B failed to actually handle or complete the cancel or change the
registration in which the address of the Premises is used as the registered address or business
address, it shall be deemed as Party B’s breach, and Party A has the right to charge
liquidated damages against Party B equal to the sum of monthly rents for two months. |
| 7. | Supplementary
Provisions or Amendment to Article 8 “Sublease, Assignment and Exchange”
of This Contract |
| 7.1.1. | Without
the written consent of Party A, Party B shall not transfer, sublease or otherwise leave the
possession of the Premises or any part thereof, whether by subletting, permitting, lending,
sharing or any other way, resulting any third party to obtain the use or possession of the
Premises or any part thereof, regardless of whether such use or possession is paid rent or
other forms of consideration. If Party B violates this provision, Party A shall have the
right to intermediately terminate this Contract, repossess the Premises and hold Party B
responsible for the breach. |
| 7.1.2. | If
Party B obtains Party A’s written consent to sublease/subletting, Party B shall procure
its sub-tenant/sub-lessee to comply with this Contract and the rules and regulations
established by Party A, and be jointly and severally liable for the obligations of the sub-tenant/sub-lessee
under this Contract and the sublease/subletting contract. |
| 7.1.3. | In
case of subleasing/subletting the Premises with Party A’s written consent, the sublease/subletting
contract shall meet the following requirements: |
| 7.1.3.1. | The
expiry date of the sublease/subletting contract shall not be later than the expiry date of
this Contract; otherwise, the excessive period shall be invalid, and Party A shall have the
right to repossess the Premises from Party B and/or its sub-lessee upon expiration of the
Lease Term of this Contract. |
| 7.1.3.2. | During
the sublease/subletting term, in addition to the rights and obligations under the sublease/subletting
contract, Party B shall continue performing its obligations under this Contract and shall
be jointly and severally liable for the obligations of the sub-tenant/sub-lessee. |
| 7.1.3.3. | During
the sublease/subletting term, the sublease/subletting contract shall be modified, terminated
or expired accordingly upon modification, termination or expiration of this Contract. |
| 8. | Supplementary
Provisions or Amendment to Article 9 “Conditions for Termination” of This
Contract |
| 8.1. | The
Parties agree to amend Article 9.2 of this Contract as follows: |
| | |
| | Party
A and Party B agree that in any of the following circumstances, the observant party may notify
the breaching party in writing to terminate this contract. In addition to requiring the breaching
party to pay liquidated damages, the observant party may also reserve the right to seek compensation
for losses caused to the observant party due to the early termination of the contract due
to the breaching party. The penalty for breach of contract is 50% of the entire security
deposit and the rent from the day following the date of early termination of this contract
to the date of termination of the lease term. |
| 8.2. | Both
Parties agree to add the following provisions after Article 9.2.6 of this Contract: |
| 8.2.1. | Party
B fails to pay any of the payable expenses under this contract and/or fails to make up the
security deposit for more than 1 month. |
| 8.2.2. | Party
B changes the structure of the Premises without Party A's written consent. |
| 8.2.3. | Party
B uses the Premises for any illegal purpose. |
| 8.2.4. | Party
B hinders or endangers any other tenant in the Building and fails to make effective remedy. |
| 8.2.5. | Either
Party breaches any provision of this Contract and fails to make remedy within the time period
specified in the written notice of the non-breaching Party or in this Contract, whichever
is longer. |
| 8.2.6. | Party
B damages any public facility in the Building or damages the overall image of the Building,
and refuses to make compensation. |
| 8.2.7. | Party
B is voluntarily or involuntarily bankrupt, or any person applies to the court for liquidation
of Party B and the court has accepted such application for bankruptcy and liquidation of
Party B, other than liquidation for the purpose of reorganization or merger and with the
written consent of Party A. |
| 8.2.8. | Any
other circumstances caused by either Party and thereby the other Party may early terminate
this Contract in accordance with the laws and regulations. |
| 8.2.9. | Failure
to complete the delivery procedures within seven days after the Handover Date defined in
Article 1.1 of these Supplementary Provisions above due to the reason of Party B. |
| 8.3. | Both
parties agree that the damage or loss of the Premises mentioned in item (4) of Article 9-1
of this contract or the Premises identified as dangerous is not caused by Party B and its
employees, agents, visitors/customers. If the damage or danger to the building can be repaired
within 14 days after the damage occurs or the appraisal is issued, and the reasonable commercial
operation of the house and the part of the building that provides services for the house
can be restored within 14 days after the damage occurs or the appraisal is issued, the contract
shall not be terminated accordingly. However, Party B is not obliged to pay rent and other
expenses during the affected period. |
| 8.4. | After
the signing of this contract, if the Premises cannot be put into use due to force majeure
and has been used for rental purposes for more than 6 months, Party B has the right to notify
Party A in writing to unilaterally terminate this contract at the time specified in the notice,
and Party B does not need to report to Party A Assume any liability for damages and be excused
from paying rent for that 6-month impact period. If the period of influence does not exceed
6 months, Party B does not have the aforementioned right to terminate the contract and to
be exempted from paying rent. |
| 9. | Supplementary
Provisions or Amendment to Article 10 “Liabilities for Breach of Contract”
of This Contract |
| 9.1. | Before
the lease term expires, both parties shall not terminate the contract in advance without
reason. If either Party terminates the contract without reason during the lease term, it
is a serious breach of contract, and the breaching party must pay liquidated damages to the
observant party. The liquidated damages shall be equal to the sum of the Deposit plus 50%
of the rent during the period from the date of the lease termination by the breaching Party
and the expiry date of the Lease Term. In addition, the non-breaching party may also reserve
the right to seek compensation for losses caused to the non-breaching party due to the early
termination of the contract due to the breaching party. |
| 9.2. | If
Party B is late to pay any amount due and payable under this Contract (including but not
limited to rent, Deposit, property management fee, other costs or liquidated damages, or
damages), Party B shall pay a late fee to Party A at 0.05% of the defaulted amount
on a daily basis. If Party B’s delay in payment exceeds 30 days, Party
A may cut off the supply of water, electricity and any other utilities, or obstruct Party
B from further using the Premises, and all consequences arising therefrom shall be solely
borne by Party B. However, if Party A unreasonably stops the supply of water, electricity
or any other utilities or obstructs Party B from using the Premises, all consequences arising
therefrom shall be borne by Party A. |
| 9.3. | Party
B’s special obligations: |
| 9.3.1. | Except for
the designation and nameplate uniformly designed and provided by Party A or the property
manager, Party B shall not install or display any advertisements, light boxes, bulletin boards,
signs, decorations, flags, posters or other materials in the Premises facing outside the
Premises, or outside the Premises, or on any place in any area visible outside the Building,
or any public part or the Premises. If Party B violates the provisions above, Party A and/or
the property manager shall have the right to remove such installed or displayed advertisements,
light boxes, bulletin boards, signs, decorations, flags, posters or other materials, and
all costs incurred therefrom shall be borne by Party B. |
| 9.3.2. | In
the Premises, Party B shall not engage in or permit or acquiesce any illegal or immoral activities,
or religious activities or other activities that Party A deems inappropriate, or activities
that are unwelcome to other tenants or others, or activities that interfere with or would
interfere with other tenants or others' normal use and access to the common parts of the
Building or other premises in the Building. |
| 9.3.3. | Unless
otherwise agreed by Party A in writing, Party B may only use the name of the Building in
its business address, and may not use the name or mark of the Building in its business or
in any other way. |
| 10. | Supplementary
Provisions or Amendment to Article 11 “Miscellaneous” of This Contract |
| 10.1. | Article 11.2
of this Contract shall be amended as follows: |
| | |
| | The
Chinese execution version of this Contract shall prevail. This Contract, together with its
appendices attached hereto, shall be made and executed in five counterparts. Party A and
Party B shall keep two counterparts respectively, and the rest will be temporarily kept by
Party A for the filing of the lease. Upon termination of this Contract (including early termination
or expiration of the Lease Term, etc.), Party A may apply for cancellation of the filing
of this Lease Contract. |
| 10.2. | Party
B shall provide Party A with copies of the following documents (and check with the originals
thereof for accuracy) on or before the date when this Contract is signed: |
| 10.2.1. | Its
company registration certificate and other incorporation approval documents. |
| 10.2.2. | Its
business registration certificate/business license. |
| 10.2.3. | Other
company documents related to the use of the company seal or the authorization of the signatory
of this Contract. |
| 10.2.4. | THE
ID card or passport (photocopy) of the authorized signatory of this Contract. |
| 10.3. | Both
Parties agree that if these Supplementary Provisions conflict or are inconsistent with this
Contract, the Supplementary Provisions shall prevail. |
| 10.4. | The
attorney’s fees of each Party related to this Contract shall be borne by each Party
respectively. The stamp duty imposed on this Contract and the pre-lease/lease filing fee
with respect to this Contract charged by the competent real property administration authority
shall be borne by each Party respectively according to the applicable regulations. |
| 11. | Access
to the Premises |
| 11.1. | Party
A and the property manager and their respective employees may, by giving a prior notice to
Party B, access the Premises to conduct inspection or take appropriate actions for the purpose
of maintenance, repair, sanitation, security, firefighting or person rescue of or in the
Premises. Party A and the property manager and their respective employees shall use best
efforts to give a notice to Party B at least one (1) day in advance, and shall take
actions to minimize adverse effect on Party B’s operations in the Premises. In the
event of any emergency whereby it is impossible to give a prior notice to Party B, Party
A and the property manager and their respective employees may access the Premises to conduct
inspection and taking necessary actions without prior approval of Party B, but shall contact
with Party B promptly thereafter. |
| 11.2. | Party
A may lead potential assignee, new tenant or any other person interested, accompanied by
Party B’s persons, to visit the Premises at any reasonable time within six (6) months
prior to the expiration of the Lease Term, by giving a notice to Party B at least one day
in advance; provided, however, Party A shall minimize the adverse effect of such activities
upon Party B’s operations in the Premises. |
| 11.3. | Where
Party A accesses the Premises in accordance this provision, Party B shall provide reasonable
assistance to Party A. |
| 12.1. | Party
B can use 3 non-fixed underground parking spaces for free, if Party B rents any parking spaces
during the Lease Term subject to the availability of the parking spaces. The rent for underground
unfixed parking spaces is RMB [750.00] per month per parking space. |
| 12.2. | Party
A reserves the right to adjust the rate of the rent of parking spaces at Chamtime Plaza according
to the actual conditions. |
| 13.1. | Party
A shall keep the facilities and equipment of Chamtime Plaza (including but not limited to
air-conditioning system, water supply system, drainage system, lighting equipment, wire and
cable facilities) in good conditions (except for normal wear and tear). |
| 13.2. | Balcony
on the same floor (if any): Party B is aware that its rental site does not include the balcony
on the same floor of the Premises, and Party B should cooperate with the building property
management company in the daily cleaning, maintenance and repair of the balcony. If Party
B intends to use the balcony, both parties need to negotiate and sign relevant documents.
If Party A uses the balcony on the same floor of the Premises, it will coordinate with Party
B in advance and will not affect Party B's normal work. |
| 14.1. | Party
A will purchase insurances only for the risks of the Premises and name the owner of the Premises
as the beneficiary in such insurances. In event of any insured event, all insurance benefits
paid by the insurer shall belong to Party A or the owner of the Premises. Neither any property
losses caused to Party B nor any personal injuries caused to Party B’s staff as a result
of such insured events shall entitle Party B to request to share any of such insurance benefits.
Party B may, at its own costs, apply for property insurance for the properties or other items
in the Premises, as well as employee health insurance and third party liability insurance. |
| 14.2. | Party
B shall not engage in and permit other parties to engage in any activity which may cause
the insurances for the Premises to become invalid in whole or in part, or cause increase
of insurance premium. If Party A is required to reinsure or its insurance premiums is increased
due to Party B’s violation of the provisions of this Contract, Party B shall reimburse
Party A for its reasonable costs. |
| 15. | Waiver,
Partial Validity and Nonexclusive Remedy |
| 15.1. | When
Party A learns of Party B’s breach of contract (including Party B’s overdue payment
of due fees) and accepts Party B’s continued payment of rent, property management fees
or other expenses under this contract, it shall not be deemed as Party A’s waiver of
the right to pursue Party B’s breach of contract. If Party A waives any rights stipulated
in the terms of this contract, it shall be subject to Party A's written confirmation. If
Party B’s payment of rent or other expenses is insufficient, even if Party A accepts
Party B's insufficient payment, it shall not affect Party A's right to recover the insufficient
rent or arrears, nor shall it affect Party A's right to take other measures in accordance
with this contract or legal provisions. |
| 15.2. | If
any provision of this Contract is held invalid, illegal, the invalidity or illegality of
such provision will not affect the validity and legality of other provisions of this Contract. |
| 15.3. | The
rights and remedies of the Parties hereunder will not exclude or replace their respective
rights and remedies under any applicable laws. If either Party breaches this Contract, the
other Party may exercise or resort to any and all rights and remedies under this Contract
and/or under all applicable laws, till all losses and damages of the other Party are fully
compensated. |
| 15.4. | Party
B hereby agrees and acknowledges that, unless otherwise specified in this contract, Party
B does not have any right of first lease to this Premises (including the right of first lease
to this Premises or any part thereof or any other rentable premises in the office building)
or similar right. Except as otherwise provided in this contract, if any law or regulation
grants Party B any other priority or lease priority to the Premises (including the lease
priority to the Premises or any part thereof or any other rentable premises in the office
building) or similar rights, Party B hereby expressly waives the above priority or lease
priority and similar rights. |
| 15.5. | Party
A and Party B hereby expressly agree that: after this contract takes effect, Party A has
the right to sell the Premises and mortgage the Premises completely and independently, and
has the right to negotiate with the mortgagee to dispose of the Premises by discount or sale
or other methods. Party B does not need to notify Party B in advance or seek advice from
Party B in advance. Party B hereby expressly undertakes that: Party B irrevocably and unconditionally
waives its right to obtain any notification and any right of first refusal regarding Party
A's sale, mortgage and other disposal of the Premises in accordance with the aforementioned
provisions. |
| 15.6. | Party
A shall have the right to sell, rent, lease, transfer, divide, use or dispose of the Building
or any part thereof in any way, or to set up mortgage or encumbrance (including naming right)
on the Building or any part thereof, and shall have the right to assign its rights and interests
under this Contract (including but not limited to assignment of the Deposit for the Premises)
without Party B’s consent, to allow any person other than a party to this Contract
to use or occupy the Building or any part thereof or assume or enjoy any and all rights and
interests of Party A under this Contract. Party B shall not raise any objection to Party
A’s above-mentioned actions, or bring a lawsuit against Party A for any breach of this
Contract by the new owner for any compensation (including claim for the Deposit), provided
that the new owner has acknowledged and recognized the rights of Party B under this Contract.
In addition, Party A has the exclusive right to change the name of the Building at any time. |
| 16.1 | Any
matters not covered in this Contract may be determined by the Parties in a supplementary
agreement through friendly negotiation. |
All
notices and other communications required hereunder shall be in writing and sent to the following address or fax number by mail or fax:
Party
A: |
Shanghai
Changtai Business Management Co., Ltd. |
|
Party
B: Shanghai ShouTi Biotechnology Co., Ltd. |
Attention: |
Xia
Qi |
|
Attention:
Song Qizhong |
Address: |
No. 369
Chuanqiao Road, Pudong New Area, Shanghai |
|
Address: |
Room 502, Building A, Lane 2889, Jinke Rd, Pudong New Area,
Shanghai |
Zip
Code: |
201206 |
|
Zip
Code: 201203 |
Fax: |
86
(21) 5081 6889 |
|
Fax: |
The
delivery date of any such notice shall be determined according to following principles:
| (i) | Courier’s
service, express delivery or expedited delivery: on the day of delivery; |
| (ii) | Mail:
the 12th day after it is sent by air registered mail; |
| (iii) | Fax:
the 1st business day after it is transmitted. |
During
the term of this Contract, if either Party changes its mailing address, it shall promptly give a written notice to the other Party.
| 18.1. | Before
signing this Contract, Party B has carefully read and understood the relevant documents provided
by Party A to Party B relating to the Premises for signing this Contract, i.e. Appendix A:
Floor Plan of the Premises; Appendix C: Status of Existing Decorations, Fixtures and Equipment,
and Agreement Regarding the Decorations and Fixtures to be added by Party B with the Consent
of Party A ; the Memorandum. Party B also undertakes that it will comply with all provisions
of these documents. |
| 18.2. | Party
B promises that Party A can use Party B's enterprise name, logo and business brand for free
when promoting Chamtime Plaza and Party A's own enterprise, and does not have to bear any
responsibility to Party B or any third party for this. |
| 19.1. | Subject
to the property management rules and regulations, Party B have the right to access the
Premises 24 hours a day, 365 days a year. |
[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Appendix A
Layout Plan of the
Premises (for informational purpose only)
(Paste Here) |
(Perforated Rider Seal Here) |
Appendix B
Usage Scope, Conditions
and Requirements for Use of the Shared or Common Parts of the Premises
(Paste Here) |
(Perforated Rider Seal Here) |
[THE
REMAINDER OF THIS TABLE IS INTENTIONALLY LEFT BLANK]
Appendix
C
Status of Existing
Decorations, Fixtures and Equipment, and
Agreement Regarding
the Decorations and Fixtures to be added by Party B with the Consent of Party A
(Paste Here) |
(Perforated Rider Seal Here) |
Handover Standards
1) Party A shall
provide and install the mineral wool board ceiling required for the ceiling of the 5th floor of Block A, keel and lamps (grid fluorescent
lamp), lattice raised floor, central air-conditioning system, fire-fighting system, smoke detector and spray. Party B shall bear the
cost for the transformation of ceiling and electromechanical systems (including: strong and weak current systems, air conditioning and
drainage systems, fire protection systems, etc.)
2) All latex painted
walls (white) (except for the elevator hall and the glass curtain wall).
3) Party A will
provide electric curtains.
[THIS
PAGE IS INTENTIONALLY LEFT BLANK]
Landlord (Party A): |
Tenant (Party B): |
|
|
Shanghai Changtai Business Management Co., Ltd. |
Shanghai ShouTi Biotechnology Co., Ltd. |
|
|
Nationality: |
Nationality: US |
|
|
Legal Representative: |
Legal Representative: /s/ Raymond Stevens |
|
|
Registration Certificate/ID Card No.: |
Registration Certificate/ID Card No.: |
|
|
Address: |
Address: |
|
|
Zip Code: |
Zip Code: 201203 |
|
|
Tel.: |
Tel.: |
|
|
Authorized Representative: |
Authorized Representative: |
|
|
Signature and/or Seal: Shanghai Changtai Business Management Co., Ltd. Company Seal |
Signature and/or Seal: Shanghai ShouTi Biotechnology Co., Ltd. Company Seal |
|
|
Date of Signature: |
Date of Signature: |
|
|
Signed at: |
Signed at: |
Exhibit 10.2
Contract No.: Concora SPACE - Structure
House Leasing
Contract
Between
[Shanghai Chuangzhi
Space Entrepreneurship Incubator Management Co., Ltd.]
And
[Shanghai ShouTi
Biotechnology Co., Ltd.]
House Leasing Contract
House Leasing
Contract
This House Leasing Contract is made as of June 29, 2023, by and
between:
Party A (Lessor): Shanghai Chuangzhi Space Entrepreneurship
Incubator Management Co., Ltd.
Legal representative: Shirlene Yang Song
Designated contact person: Harry Zhu
Contact address: Building 2, No. 2966 Jinke Road, Shanghai
Pilot Free Trade Zone
Tel: 13564136098
Email: harry.zhu@concoragroup.com
Party B (Lessee): Shanghai ShouTi Biotechnology Co., Ltd.
Legal
representative: Raymond Charles Stevens
Designated
contact person: Chris Song
Contact
address: Unit 02, 5th Floor, Block A, No.2889, Jinke Road, Pudong New Area, Shanghai
Tel: 13917343265
Email:
chris.song@structuretx.com
Regarding the house leasing matter under this Contract, Party A
and Party B have reached the following agreement through friendly negotiation:
Part One
Basic Commercial
Terms
Zone:
House: |
Located at [No. 2966 Jinke
Road, Shanghai Pilot Free Trade Zone].
The Unit [401] of Building [2]
located in the Zone (hereinafter referred to as the "House") has a building area of [780] square meters. Both parties confirm
that the aforementioned building area is used as the basis for calculating the rent and property management fee of the House. If
the building area is inconsistent with the area marked on the real estate certificate of the House, the calculation shall still be
based on the aforementioned building area. |
Leasing
period: |
[36]
months, counting from the "starting date" to the "expiring date". |
Rent-free
period: |
[1]
month, from 02/01/2024 to 02/28/2024. |
Signing
date: |
06/29/2023 |
Starting
date: |
02/01/2024 |
Expiring
date: |
01/31/2027 |
Rent: |
1st year:
The rent unit price (including
tax) from 02/01/2024 to 01/31/2025 is RMB [7.0] per square meter per day (building area); and the total rent for every [3] months
is RMB [498,225.00];
2nd year:
From 02/01/2025 to 01/31/2026,
the rent will increase by 3% annually based on the first year, with a unit price of RMB [7.21] per square meter per day (building
area); and the total rent for every [3] month is RMB [513,171.75].
3rd year:
From 02/01/2026 to 01/31/2027,
the rent will increase by 3% annually on the basis of first year, with a unit price of RMB [7.43] per square meter per day
(building area); and the total rent for every [3] month is RMB [528,830.25]. |
Decoration
rent: |
The
unit price (including tax) of decoration rent from 02/01/2024 to 01/31/2027 is RMB [3.5] per square meter per day (building area);
and the total decoration rent for every [3] month is RMB [249,112.50], and the decoration rent remains unchanged during the leasing
period. Unless it is explicitly stipulated in the Contract that the rent specified in this Article is decoration rent, the rent
payment obligation, breach of contract and the corresponding terms agreed herein shall apply to the decoration rent. |
Property
management service fee and parking management fee: |
The property management service
fee (including tax) is RMB [30] per square meter per month (building area)
The total property management
fee for every [3] month is RMB [70,200.00]
Parking management service fee
(tax included): Party A shall reserve one fixed underground parking space for Party B at RMB700 per month and 14 non-fixed above-ground
parking Spaces at RMB600 per month for each parking space. |
Deposit: |
The deposit amount is the sum
of the rent, decoration rent, and property management service fee (including tax) under this Contract for [3] months, which is RMB
[817,537.50].
If the rent and property management
service fee standards are adjusted during the leasing period as provided hereunder or as otherwise agreed between the parties, Party
B shall make up the deposit to Party A within [7] days after the adjustment of the rent and property management service fee standards,
based on the same calculation standards mentioned above. |
Day/Month/Quarter: |
The
day, month, and quarter referred to in this Contract are calendar day, calendar month, and calendar quarter, respectively |
Appendix: |
Appendix
I House Plan |
|
Appendix
II House Handover Letter |
|
Appendix
III House Delivery Standards |
This Contract shall come
into effect upon being signed and affixed by both parties. This Contract is made in five (5) copies, with Party A holding three
(3) copies and Party B holding two (2) copies. Each contract has the same legal effect.
II. Supplement
and Modification to the Contract General Terms in Part Two of This Contract
This part is the supplement
and modification to the Contract General Terms (hereinafter referred to as the "General Terms") in Part Two of this Contract.
In case of any conflict with the General Terms, the relevant content of this part shall prevail.
|
1. |
Delete the entire text of Paragraph [/] of Article [/]
of the General Terms and replace it with "[/]". |
| 2. | Add Paragraph [/] to Article [/]
of the General Terms as follows: "[/]". |
Part Two
Contract
General Terms
1.1. On
the premise that Party B fulfills its obligations in accordance with the provisions of this Contract, Party A agrees to lease the House
to Party B for use in accordance with the provisions of this Contract, and Party B agrees to accept the House from Party A for use in
accordance with the provisions of this Contract during the leasing period.
1.2. The
House leased under this Contract is located at [No. 2966 Jinke Road, Shanghai Free Trade Zone] (hereinafter referred to as
the "Zone"). The lease referred to in this Contract refers to leasing the house in the Zone, and Party B shall also comply
with the relevant regulations of the Zone.
| 2. | Handover and acceptance of
the House |
2.1. On
the premise that Party B has fully paid the first installment rent, decoration rent, property management service fee, deposit, and all
payments required to be made before or at the same time as the delivery of the House as stipulated in this Contract, Party A shall deliver
the House to Party B before the starting date. Otherwise, Party A shall have no obligation to hand over the House to Party B. In case
of any conflict between this Article and the payment period stipulated in Articles 5 and 6 of the Contract, this Article shall
prevail.
2.2. When
Party A hands over the House to Party B, both parties shall handle the handover procedures in accordance with the provisions of this
Contract. In case of no significant discrepancy between the House and the delivery standards agreed in Appendix III, Party B shall accept
the House. If Party B believes that the House has significant defects that do not comply with the delivery standards stipulated in Appendix
III and require rectification, it shall be recognized by Party A and confirmed in writing by both parties, and the construction defect
list shall be signed by both parties. In such case, Party A shall make rectification to make it conform to the delivery standards stipulated
in Annex III and approved by Party B. If there is no construction defect list signed by both parties, or Party A has completed the rectification
of the items in the construction defect list and obtained the approval of Party B, Party B's signing of the House Handover Letter in
Appendix 2 or the actual occupation of the House or other circumstances of transfer of the House stipulated herein shall prove that Party
A has fulfilled its obligation to deliver the House to Party B in accordance with the conditions stipulated in this Contract.
2.3. Subject
to the provisions of Article 2.2, Party B shall not refuse to accept the handover of the House, nor shall it refuse to sign the
Premises Handover Letter. Otherwise, it shall still be deemed that both parties have completed the delivery of the House on the
day before the starting date, and Party A shall have the right to calculate and collect rent (except rent free period), property management
service fee, electricity expansion cost (if any) and other expenses that should be paid by Party B as provided hereunder (if any) from
the starting date in accordance with Article 5 of this Contract.
2.4. Prior
to the handover date, if necessary and with the written consent of Party A, Party B may enter the House in advance for design, equipment
installation, decoration and other activities, but shall still comply with all the terms, contents, and obligations under this Contract,
and pay Party A the property management service fee and other related fee (if any, included but not limited to water and electricity
fee) incurred during the early entry period.
2.5. Subject
to the provisions of Article 2.2 above, if Party B fails to complete the handover procedures for the House within 30 days from the
starting date, Party A shall have the right (but not the obligation) to terminate this Contract by giving written notice to Party B.
Party A shall have the right to recall the House and hold Party B liable for breach of contract in accordance with the provisions of
this Contract.
3.1. Party
B promises to Party A that the House shall only be used for [office, research and development], and Party B confirms that before signing
this Contract, it has thoroughly inspected and independently judged whether the House is suitable for Party B to carry out business,
and accepts the House.
3.2. Party
B shall not use the House for manufacturing goods or use most of it for storage (excluding exhibits and samples required for Party B's
business).
3.3. Party
B guarantees that its use of the House does not violate relevant laws and regulations. And without the written consent of Party A and
the approval of safety production supervision, fire protection, environmental protection and other relevant departments as required,
Party B guarantees not to change the use of the House in accordance with the above regulations without authorization.
3.4. Party
B shall obtain all approvals, business licenses, and permits for lawful business activities within the House, and shall update such approvals,
business licenses, and permits in a timely manner. Party B shall comply with and maintain the validity of its business license and administrative
permit at all times.
3.5. Subject
to the provisions of Article 3 and other provisions of this Contract, Party B shall engage in economic activities within the scope
specified in the business license obtained, and shall comply with the relevant national and municipal regulations on the use of houses,
as well as Party A's regulations on the type of enterprises, industrial development, environmental protection, and property management
in the Zone. Party B shall not engage in any auction, retail (such as warehouse clearance or reduction sale activities), issue notices
related to the aforementioned activities, solicit business, sell, distribute advertisements, etc. in the House and the Zone, and
shall not engage in or allow or acquiesce in any illegal and unethical activities, or various religious activities, and shall not engage
in any type of breeding.
3.6. Without
the consent of Party A, Party B shall not and shall not allow any third party to drive any vehicle into the House. Party B shall use
the House in a prudent, safe, and appropriate manner, and shall not engage in any activities that reasonable foreseen may have an adverse
impact on the value of use rights of the House, land, or "Zone", overload the floor or structure of the House, or reasonable
foreseen may possibly damage the House.
3.7. Party
B shall not engage in any behavior that may reasonable be foreseen cause harm to others’ legitimate rights when using the House.
Without the prior written consent of Party A, Party B is prohibited from storing goods outdoors, including but not limited to parking
vehicles in non-parking lots.
3.8. Party
B shall comply with laws, orders, judgments, regulations, codes, directives, permits, licenses, regulations, and restrictions related
to the use and occupation of the House, including fire protection rules (collectively referred to as "statutory requirements").
If, due to the occupation, use, business operation method, nature of goods or other property used or stored by Party B, or other needs
of Party B, it is necessary to renovate or decorate the inside and outside of the House in accordance with statutory requirements (including
fire protection rules that Party B shall comply with when using or occupying the House), the expenses incurred shall be borne by
Party B, and such renovation and decoration (limited to renovation items not covered by renovation rent) must be approved in writing
by Party A in advance.
3.9. Party
B shall strictly use the House in accordance with the provisions of Article 3, other relevant provisions of this Contract, and statutory
requirements. It is strictly prohibited for Party B to place, store, transport, use or produce any dangerous goods in the House or public
areas within the Zone at any time, or use the House to engage in or allow others to engage in any activities related to dangerous goods
(except for normal business use as agreed by both parties in advance). For the purpose of this Contract, "dangerous goods"
include but are not limited to Class C (1), Class B, and Class A goods specified in the Code for Fire Protection Design
of Buildings (including updates, modifications, or supplements from time to time), all goods listed in the Catalogue of Hazardous
Chemicals (2015 Edition) (including updates, modifications, or supplements from time to time) released by the State Administration
of Work Safety and other relevant government authorities in February 2015, as well as other goods, materials, or substances that
may cause risks such as explosion, fire, smoke, environmental pollution, etc. in the House.
3.10. During
the leasing period, if any government authority proposes any rectification requirements for the decoration (including fire facilities)
of the House and adjacent houses, which are not caused by Party B's reasons, Party A shall solve them in accordance with the requirements
of the government authority and bear the corresponding costs. Party B shall provide all necessary and reasonable assistance.
4.1. On
the premise of complying with the terms of this Contract, Party B shall have the right to occupy and/or use the House from the starting
date to the expiring date.
4.2. When
the lease term specified in the general commercial terms expires, Party B shall have the priority to renew the lease of the leased premises.
The specific renewal of the lease shall be in accordance with the provisions of Article 18.4 hereof.
(1) Party
B shall pay the rent (including decoration rent, the same below) in accordance with the amount listed in the Basic Commercial Terms,
with every [3] month as a rent settlement period.
(2) Party
B shall, within [15] days after the signing date of this Contract, pay to Party A the first [3] months’ rent during the lease term,
i.e. from March 1 to May 30, 2024 (calculated according to the rent standard set out in the general commercial terms). For
the rent payable in subsequent installments, Party B shall pay the current 3-month rent without any notice before the 15th day
of the second month after the commencement of each installment. In the last rent settlement period upon termination of the lease term,
if Party B has used the premises for less than [3] months, its rent shall be settled by multiplying the actual days of the rent settlement
period by the applicable daily rent standard at that time.
| 5.2. | Property management service fee |
(1) Party
B shall pay the property management service fee in accordance with the amount listed in the Basic Commercial Terms, with every [3] months
as a settlement period for the property management service fee.
(2) Party
B shall pay the first property management service fee of [3] months to Party A within [15] days after the signing date of this Contract
(calculated in accordance with the property management service fee standards listed in the Appendix of the Basic Commercial Terms). The
property management service fee payable in each subsequent installment shall be paid in a lump sum by Party B to Party A at the same
time and in the same manner as the rent for the same period, without any notice. In the final settlement period of property management
service fee at the end of the leasing, if Party B uses the House for less than [3] months, the property management service fee shall
be calculated by multiplying the actual number of days of property management service fee by the applicable daily property management
service fee standard at that time.
(3) Although
the property management service fee standard has been listed in the Basic Commercial Terms, if there is an increase in government fee,
resulting in the need for Party A to adjust and increase the property management service fee, Party A can adjust and increase the property
management service fee accordingly, so that such property management service fee can compensate for the increased costs.
| 5.3. | Electricity expansion cost |
When Party A delivers the House to
Party B, the electricity delivery standard is [200] w/square meter. Party B may apply for power expansion to [250] w/square meter, and
the engineering and material costs incurred by the power expansion shall be borne by Party B on its own. Party A shall cooperate within
a reasonable range, but Party A shall not guarantee whether Party B can successfully apply for power expansion. When returning the House,
Party B shall, in accordance with the written request of Party A, restore the power configuration to its original state or retain the
relevant expansion capacity for Party A to handle on its own.
If Party B applies for power expansion,
Party B shall pay the electricity expansion cost in accordance with the following standards: charged at the standard of RMB 2,000/kW.
The "other expenses" mentioned
in this Contract include but are not limited to the expenses listed below:
| (1) | Occupancy fee for smoke exhaust duct |
Refers to the occupancy fee for smoke
exhaust duct incurred by the Lessee during the leasing period due to the use of smoke exhaust duct. If applicable, Party A and Party
B agree that the amount of the occupancy fee for smoke exhaust duct is RMB [*], which shall be paid by Party B to Party A in a lump sum
on the date of delivery of the House.
All payments made by Party B to Party
A under this Contract shall be made in RMB to the account below designated by Party A in writing, or in other ways designated by Party
A at that time (by giving a written notice to Party B at least [5] working days prior to the payment due date). Any bank fees incurred
by Party B for payment shall be borne by Party B.
Party A's account:
Account name: Shanghai Chuangzhi Space
Entrepreneurship Incubator Management Co., Ltd.
Opening bank: Shanghai Pudong Development
Bank Bund Branch
Account No.:
The method for Party B to pay the
rent is as follows: Promissory note, check, or remittance. In principle, Party A does not accept Party B's payment of rent in cash. In
case of any change in the payment account of Party A, Party A shall promptly notify Party B in writing.
5.6. Party
A agrees to issue the corresponding invoice (if applicable, otherwise issue the corresponding receipt with seal) within [7] working days
after receiving the rent, property management service fee and other fees (if any) paid by Party B. Party B shall provide the billing
information to Party A in advance. In case of any change in billing information, Party B shall notify Party A in writing at the time
of payment; otherwise, Party B shall bear the losses caused thereby.
5.7. The
obligations of Party B to pay rent, property management service fee, electricity expansion cost (if any) and other payments to Party
A under this Contract is independent of the obligations of Party A under this Contract. Unless otherwise specified in this Contract,
Party B shall have no right to revoke, deduct or offset any rent, property management service fee, electricity expansion cost (if any)
or other payable payments under this Contract at any time. If Party B defaults on any rent, property management service fee, electricity
expansion cost (if any) or any other payable payments, Party B shall immediately pay Party A the late fees and rent, property management
service fee or any other payable payments upon Party A's request. Such late fees shall be calculated at a daily rate of [0.05%] based
on the amount owed by Party B (excluding the amount which Party A has deducted from the deposit and informed Party B in writing in accordance
with Article 6.3), starting from the date on which the payable payment is due (including the due date) and ending on the day on
which Party B pays off all outstanding payments (excluding the same day). The collection of such lates fee by Party A shall not hinder
Party A from exercising all other rights and seeking remedies in accordance with the provisions of this Contract or laws and regulations.
If the deposit is insufficient to pay the aforementioned amount, obligations, and liabilities, the Lessee shall still have the obligation
to pay.
6.1. Party
B shall pay the deposit to Party A within [15] days after the signing of this Contract, and the payment must be completed before the
delivery date of the House. Otherwise, Party A shall have the right to delay the handover of the House, but the starting date shall not
be postponed accordingly. After receiving the deposit, Party A shall issue a receipt to Party B.
6.2. If
Party B delays paying the deposit for [15] days, Party A shall have the right to terminate this Contract and demand that Party B bear
corresponding breach of contract responsibilities.
6.3. The
deposit is not the prepaid rent deposit, nor is it the measure of compensation for damages suffered by Party A in the event of Party
B's breach of contract. Once Party B fails to fulfill any other obligations or responsibilities stipulated in this Contract or laws and
regulations, Party A shall have the right to use all or part of the deposit to pay the due payment, late fees, liquidated damages, as
well as Party B's responsibilities under applicable laws and regulations or this Contract. In such case, Party A shall send a written
notice to Party B three working days in advance. If Party A fails to exercise the right to deduct the deposit as stipulated in this Article,
Party B shall still be obligated to bear the liability for breach of contract, such as paying late fees, in accordance with the provisions
of this Contract. The aforementioned provisions on the deposit shall not affect any other rights and remedies of Party A as stipulated
in this Contract or laws and regulations.
6.4. If
Party A deducts the deposit in accordance with Article 6.3 above, Party B shall, within [5] working days (Deposit maturity day)
after receiving written notice from Party A, pay the corresponding difference to Party A to restore the deposit to its original amount.
If Party B fails to make up the deposit on time in accordance with this Article, Party B shall pay the late fees to Party A calculated
at a daily interest rate of [0.05%] from the due date to the date of the deposit of full payment.
6.5. During
the period when Party A holds the deposit, no interest shall accrue on the deposit. At the termination of this Contract, Party B and
Party A shall settle the rent, property management service fee, and other payable payments of the House, complete the industrial and
commercial cancellation or change procedures with the House as the registered address or business address, and complete the cancellation
procedures for the public utility facilities (if any) applied for by Party B, and the House, its decoration, equipment, and facilities
returned by Party B have been restored to their original state or to a state otherwise recognized by Party A in accordance with the provisions
of this Contract. Afterwards, Party A shall pay the full amount of the deposit or the remaining balance after deduction without interest
in accordance with the provisions of this Contract to Party B within [30] days after Party B returns the House and the deposit receipt
to Party A, and all the above conditions are met.
7.1. Party
B shall pay any taxes, fines, surcharges, and other fees collected by any government entity or public utility provider due to Party B's
reasons, which shall be paid by Party B no later than [7] days after receiving the written bill notice from Party A. The interruption
or cessation of supply of public utilities due to force majeure shall not result in the termination of this Contract or the reduction
of rent and property management service fee.
7.2. If
Party B intends to install/renovate the corresponding communication equipment on its own, it shall obtain Party A's prior permission
and bear the cost to handle the relevant pre-approval procedures (if necessary) and installation procedures on its own, and bear the
legal responsibility arising therefrom.
8.1. The
rent, property management service fee, and other fee (if any) payable by Party B under this Contract include value-added tax (the current
value-added tax rate for rent is [5%], and the tax rate for property management service fee is [6%]). Despite the aforementioned provisions,
if the value-added tax rate or taxable amount is increased due to adjustments to current national laws and regulations or any other reasons
beyond the control of Party A during the leasing period, Party A shall have the right to adjust the fees payable by Party B under this
Contract accordingly and only on the basis of the tax payable (including rent, property management service fee, etc.) accordingly.
Party B shall pay rent, property management service fee, etc. in accordance with the amount adjusted by Party A.
| 8.2. | Party B shall pay taxes and government
fees related to Party B on time. |
9.1. The
insurance taken out by Party A shall be limited to the risks of the House itself and to the benefit of the owner of the house. In case
of any insurance accident, the insurance proceeds paid by the relevant insurance company shall belong to Party A or the owner of the
premises. Party B shall not be entitled to claim a share of such benefits on the grounds that such insured events cause its property
losses or personal injuries to its personnel. Party B shall, according to actual needs, insure the property or other items in the house
by itself, as well as the employee's life insurance and the third party's liability insurance; otherwise, Party B shall bear the full
amount of the loss caused thereby and shall indemnify Party A against such loss.
9.2. On
the premise that Party A has explained to Party B any insurance related to the zone or the House that it has purchased and Party B is
fully aware of it, Party B shall not engage in or allow others to engage in any behavior that may result in the invalidation or potential
invalidation of any relevant insurance purchased by Party A regarding the Business zone or the House. If Party B violates this Article and
causes Party A to re-insure, Party B shall pay the corresponding premium and other related expenses. If the insurance contract purchased
by Party A becomes invalid and Party A is unable to obtain compensation or the insurance amount is reduced due to Party B's violation
of the preceding paragraph, Party B shall compensate Party A for the losses suffered.
| 10. | Obligations of Party A |
10.1. During
the leasing period, if Party A intends to renovate, add or decorate the House, it must obtain the prior consent of Party B. Except for
the rights exercised by Party A in accordance with the provisions of this Contract, Party A shall not interfere or hinder Party B's reasonable
use of the House. Party A shall ensure that the House meets the prescribed safety conditions upon delivery.
10.2. Party
A shall cause the management company engaged thereby to ensure the normal provision of property services in accordance with the content
of this Contract and the zone property service standards of the management company. The specific content of property services can be
found in the property service manual formulated by the management company.
| 11. | Obligations of Party B |
11.1. In
the course of regular use, Party B shall keep the House, including but not limited to the decoration, facilities, and equipment listed
in Appendix III of this Contract, in a clean, intact and usable condition.
11.2. Party
B shall strictly abide by the various regulations on zone management formulated and modified by Party A and/or the management company
from time to time. Party B and its employees, agents, invitees, visitors, and contractors shall not affect or interfere with the normal
management of the Zone by Party A and/or the management company.
11.3. Party
B shall be responsible for the actions of its employees, agents, invitees, visitors, or contractors, and shall ensure that they do not
engage in any behavior that may cause damage to the House or the Zone or that is not allowed by this Contract. Party B shall be liable
for compensating the losses caused to Party A by the intentional or negligent behavior of its employees, agents, invitees, visitors,
and contractors in any part of the House or Zone.
11.4. If
Party B moves large and bulky machinery, equipment, goods, or decoration materials into or out of the House, it shall not cause damage
to the House. Party B shall not place goods exceeding the specified load on the ground or elsewhere of the House (the maximum load limit
of the House is 250 kilograms/square meter). Before moving large and bulky goods into the House, Party A or the management company shall
be notified. Party A or the management company shall have the right to specify the placement position of heavy goods in order to achieve
balanced load distribution. The professional appliances or equipment moved into the House must be placed on the support provided by Party
B at its own expense, and their placement shall meet the requirements of Party A or the management company to prevent vibration or noise
interference with other users.
12.1. Party
A shall bear the cost of maintaining the structure of the roof, foundation, and exterior walls of the building firmly and in good repair,
and shall repair the fire protection system, air conditioner system and normal wear and tear of the building. The interior parts of the
premises other than the contents covered by the decoration rent or the abnormal wear and tear caused by Party B shall be repaired by
Party B, or be repaired by Party A after Party B has borne the corresponding expenses.
12.2. Party
A shall maintain the parking lot and the public areas outside the Zone (including but not limited to driveways, walkways, and greenery)
in good repair and condition.
13.1. Party
B shall repair, replace, and maintain at its own expense any damage caused by it or its employees, agents, invitees, visitors, or contractors'
fault within the House. In such cases, Party B shall promptly notify Party A and Party A shall be responsible for completing the repair,
with the cost borne by Party B. All losses and liabilities caused by Party B's failure to inform Party A in a timely manner shall be
borne by Party B.
13.2. If
the House or any part thereof is damaged at any time during the leasing period due to fire or other major accidents caused by Party B,
Party A shall notify Party B of the estimated time required to repair the House within 10 days after the occurrence of such damage. However,
Party B shall bear the corresponding repair costs. If any losses are caused to Party A, Party B shall also fully compensate Party A for
the losses suffered therefrom. If Party B's losses are caused by Party A, Party A shall fully compensate Party B for such losses.
| 14. | The house renovation and commercial installation made
by Party B |
14.1. Any
change, addition, improvement or decoration made by or on behalf of Party B to the House (if any, hereinafter referred to as "Party
B's renovation") shall be subject to the prior written consent of Party A. Party B shall ensure that all Party B's renovations comply
with statutory requirements and bear all expenses incurred therefrom. Party B shall achieve civilized and safe construction, and the
main building materials used must be confirmed by Party A. Design drawings and instructions of all major Party B's renovations or "Party
B's renovations" that may affect or involve the roof, walls, foundations, floors, equipment system, electronic system, electrical
system, ventilation system, or other systems shall be submitted to Party A for approval. The design drawings provided by Party B shall
include detailed drawings and specifications of changes to electrical wiring, air conditioning, pipeline outlet, fire equipment, and
other public facilities. Party B shall report to Party A the name, address, and project leader of the contractor for the renovation 15
working days before the construction. Party A may supervise the construction of all Party B's renovations. Party B agrees to hire a contractor
recognized by Party A for any renovation made to the electrical system, fire protection system, air conditioning system, and other special
parts. Party A only reviews the design drawings and specifications and supervises the construction for its own benefit. Party A has no
obligation to ensure that the design drawings, specifications, or construction comply with statutory requirements. Party B shall promptly
pay all fees to the contractor and its subcontractors who undertake Party B's renovation, and ensure that the contractor and its subcontractors
have no priority or other privileges over Party B's renovation. If the contractor or its subcontractors claims rights and causes any
losses to Party A, Party B shall compensate Party A in full.
14.2. The
above consent, review, or approval of Party A for Party B's renovation does not represent any express or implied recognition by Party
A of the legality and compliance of Party B's renovation. Party B shall submit the copy of the relevant administrative permit obtained
to Party A and/or the management company hired by Party A for filing after affixing the company seal of Party B. If any administrative
penalty or rectification requirements imposed by any government authority on Party A due to Party B's renovation result in losses or
expenses incurred to Party A, Party B shall compensate Party A in full.
14.3. Party
B and the contractor or its subcontractors hired by Party B shall comply with the management standards formulated or modified by Party
A and/or the management company hired by Party A from time to time for the Lessee. During the process of renovation by Party B, if Party
B or the contractor or its subcontractors hired by Party B violate the aforementioned provisions and cause damage to Party A, Party B
shall bear full responsibility to Party A, including but not limited to compensating Party A for any losses suffered therefrom, and Party
A shall have the right to request Party B to immediately rectify.
14.4. Without
the prior written consent of Party A, Party B shall not modify the door locks, latches, and assemblies of the fire exits of the House,
nor install any temporary or permanent additional locks, latches, or assemblies, nor install any doors, metal latches, or shutters that
may violate the regulations in effect from time to time by the fire department or relevant government authorities.
14.5. Party
B may establish non-fixed facilities and equipment such as shelves, garbage bins, machinery, etc. (collectively referred to as "commercial
facilities") in its normal business process, but such commercial facilities shall not change the basic characteristics of the
House, overload the floor or structure of the House, or cause damage to it, and such facilities may be removed without causing damage
to the House, and such construction, establishment and installation shall comply with all legal and regulatory requirements as well as
the aforementioned requirements of Party A. Otherwise, Party B shall remove its commercial facilities and repair any damage caused by
the removal.
15.1. Without
the prior written consent of Party A, Party B shall not display, erect, stick or hang any signs (including text, posters, flags, billboards
or notices, etc.) on the exterior of the House, including public passages, windows, exterior walls or roof. If Party B needs to
install any signs outside the House, the installation, size, and location of such signs shall be subject to Party A's prior written consent.
When returning or vacating the House, Party B shall remove all signs and repair, paint, and/or replace the surface of the building to
which the signs are attached. Party B shall obtain necessary government approvals and permits for the signs and external decoration,
and maintain their appearance and safety. If such signs infringe on the rights and interests of Party A or any third party, Party B shall
be liable for compensation and immediately make corrections.
15.2. Party
A shall have the right to provide the exterior wall of the premises for use by third parties including other tenants in the zone, and
Party B shall have no right to block or raise any objection. However, subject to the provisions of Article 15.1, Party B shall have
priority over other third parties in the use of the exterior wall of the premises under the same conditions. Subject to the foregoing
agreement, Party A shall have the right of final interpretation for the use and management of all exterior walls of the building.
15.3. Without
the prior written consent of Party A, Party B shall not use or allow any third party to use the name, logo or any part of Party A or
the Zone, nor shall Party B use or allow any third party to use any image of the Zone, or any name or logo that is similar in whole or
in part to the name or logo of Party A or the Zone for serving Party B's business, operation, and other purposes. Those used only to
indicate Party B's address and business location are not subject to this restriction.
16.1. If
the House or its main part is damaged at any time during the leasing period due to a fire or other major accident caused by a third party
other than Party B, resulting in the entire or main part of the House being completely unusable, Party A shall notify Party B of the
estimated time required to repair the House within [10] days or such other reasonable period as may be necessary for the evaluation after
the occurrence of such damage. If the repair time is expected to exceed 3 months, either Party A or Party B may choose to terminate this
Contract by written notice to the other party within 30 days after Party A sends the aforementioned notice. If neither party chooses
to terminate this Contract or Party A expects that the repair time will not exceed 3 months, depending on receiving sufficient insurance
compensation, Party A shall promptly repair the House (except for the part of Party B's renovation, commercial facilities, or Party A's
renovation that is paid by Party B). The performance of Party A's aforementioned repair obligation may be delayed due to the collection
of insurance compensation or force majeure events. In the event of continued performance of this contract, Party B shall bear the cost
of repairing the part of Party B's renovation, commercial facilities, and Party A's renovation that is paid by Party B, and immediately
enter the House again after the repair and start business in accordance with the provisions of this Contract. The performance of Party
B's aforementioned obligation may be delayed due to the collection of insurance compensation or force majeure events. During the period
of repairing the House, the rent and property management service fee shall be correspondingly reduced in the proportion of the area that
cannot be used by Party B to the leased area.
16.2. Despite
the above provisions, if the House is damaged in the last year of the leasing period and Party A reasonably expects that repairing such
damage will take more than three months, either party may decide to terminate this Contract.
16.3. Unless
this Contract is terminated prematurely in accordance with the provisions of this Article, if the House undergoes repairs as stipulated
in this Article, the expiring date specified in this Contract shall remain unchanged and shall not be correspondingly extended due to
the time spent on repairs.
17.1. If
the House or any part of the Zone is to be recalled in accordance with government laws, regulations or rules, or due to the exercise
of national expropriation rights (hereinafter referred to as "recall"), and such recall makes it impossible for Party
B to use the House or its main part or seriously affects Party B's use of the House, or in Party A's judgment, such recall will seriously
affect or damage its ownership or operation of the Park, Party A and Party B may terminate this Contract in advance upon mutual agreement
under such circumstances. Party B shall pay the corresponding amount of rent (except decoration rent), property management service fee
or other related expenses up to the date of recall.
17.2. If
part of the area of the Premises is to be repossessed, which in the reasonable judgment of Party B will not affect Party B's ability
to achieve the purposes of the Lease under this Agreement, and this Agreement has not been terminated in accordance with the foregoing,
the rent (other than decoration rent), property management service charge or related other charges payable for the remaining term of
the Lease under this Agreement shall, upon friendly negotiation between the Parties, be reduced in the ratio of the remaining Leased
Area to the entire Leased Area to a fair and reasonable extent. For the remaining usable portion of the Premises, each party shall be
responsible for and shall repair at its own expense the portion originally provided, maintained, added to or altered by each party (if
the portion covered by the decoration rent needs to be redecorated and the agreed decoration rent cannot cover the redecorating cost
of such portion, Party B may entrust Party A to operate and bear the cost of such portion in accordance with the redecorating cost confirmed
by both parties), so that such remaining The remaining part of the property will be used in the same way as before the repossession occurred.
17.3. In
the event of any such recall, subject to negotiations between two parties on a case- by-case basis, Party B may elect to authorize Party
A to negotiate separately or jointly with the requisition authority on its behalf regarding the compensation it may be entitled to as
a result of the recovery, and Party A shall use its best commercially reasonable efforts to defend Party B's rights and interests during
such negotiation, provided that Party A shall not be obligated to guarantee any compensation to Party B. Party B shall have the right
to bring a separate claim for compensation to the expropriation authority (but not to Party A) (without thereby reducing Party A's compensation),
which may be granted separately or (if separate compensation is granted to Party B) to cover the costs and losses of Party B's removal
of the commercial facilities. In accordance with applicable laws and regulations or legal and compliant requirements of the expropriation
department, Party A shall cooperate in demolishing the premises, but in selecting the time of demolition and during the demolition process,
Party A shall take into account the compensation negotiation process between Party B and the expropriation department (if no agreement
has been reached in such negotiation) and use its best commercially reasonable efforts to safeguard Party B's equity.
| 18. | Subleasing and renewal |
18.1. Without
the prior written consent of Party A, Party B shall not sublease the entire House (for the purpose of this Contract, subleasing in this
Contract includes all subleasing, borrowing, sharing, business contracting, etc. of the House, which causes other third parties
to use the whole or part of the House for a long time, as well as any handover or disposal of Party B's rights and obligations under
this Contract), otherwise it shall be deemed invalid. For the purpose of this Article, the entire transfer of the ownership interest
controlling Party B or the change in the entity controlling Party B shall be deemed as a whole sublease as stipulated in this Contract
(unless such ownership interest is publicly traded on a stock exchange or the change in the entity controlling Party B is caused by Party
B's internal reorganization, in which case, Party B shall provide Party A with reasonable and necessary supporting documents), and Party
B shall obtain Party A's prior written consent to such transfer of ownership interest, but Party A shall not unreasonably withhold such
consent. Party B shall compensate Party A for all reasonable expenses related to any sublease. If Party B intends to sublease the House,
it shall issue a written application for sublease to Party A. Within 30 days after receiving the written application from Party B to
sublease the House, Party A shall have the right to notify Party B in writing to terminate the lease relationship for the part of the
subleasing area applied for. If Party B, after obtaining the consent of Party A regarding its sublease application, arbitrarily changes
the relevant content of the sublease application, such as the information of the sub-lessee, it shall be deemed that Party B has not
obtained the permission of Party A for such sublease.
18.2. Regardless
of whether Party A's approval for sublease has been obtained or not, Party B and its guarantor (if any) shall still be responsible for
all responsibilities and obligations of Party B under this Contract. Party B shall file a copy of the leasing documents signed with the
sub-lessee with Party A as a prerequisite for the effectiveness of such leasing documents. In case of any modifications, the filing information
shall be updated from time to time as a prerequisite for the effectiveness of such modifications. Party B shall not profit from
overall sublease, and the income received by Party B from the overall sublease exceeding the rent under this Contract shall belong to
Party A. Party B shall be obligated to pay any such income as additional rent to Party A within 10 days after receiving it. When subleasing
as a whole, Party B shall require the sub-lessee to fulfill the responsibilities and obligations consistent with the obligations assumed
by Party B under this Contract (excluding rent and property management service fee).
18.3. If
the House is subleased, or if the rights and interests of Party B under this Contract are mortgaged or pledged, or if the House is partially
or entirely occupied by a third party other than Party B, Party A may require the sub-lessee, mortgagee, pledgee, or other occupants
of the House to directly fulfill their obligations in the event of a breach of contract by Party B. Party A shall have the right to directly
issue invoices to the sub-lessee, mortgagee, pledgee, or other occupants of the House. If Party B has collected such rent before fulfilling
its relevant payment obligation under this Contract, Party B shall hold such rent for the benefit of Party A and immediately transfer
it to Party A. However, the direct request by Party A to the sub-lessee, mortgagee, pledgee, or other occupants of the House to fulfill
their obligations, and the collection, invoicing or application of rent shall not be deemed as Party A's consent to Party B's assignment
of this Contract, waiver of these terms or rights, or exemption from Party B's further performance of its commitments, responsibilities,
or obligations under this Contract.
18.4. (A) On
the premise that Party B maintains the main business of its biomedical enterprise unchanged, Party B shall have the priority to renew
the lease for 24 months under the same conditions (both parties confirm that the rent increase during the lease term shall not exceed
8% of the rent in the last year of the lease term agreed herein). Subject to the foregoing provisions, if Party B needs to continue to
lease the Premises, it shall submit a written request to Party A to extend the lease term [6] months prior to the expiration of the lease
term as agreed herein, and Party A agrees to extend the re-lease term by 24 months in accordance with the terms and conditions hereof
(the "Lease Renewal Term"). Both parties shall negotiate the renewal of the lease. The parties agree that other terms and conditions
related to the renewal of the lease shall be agreed by both parties through negotiation, and a new lease contract shall be signed [2]
months before the expiration of the lease term. (B) If Party B needs to continue to lease the premises prior to the expiration of
the first 24-month lease renewal and on the premise that Party B maintains the main business of its biomedical enterprise unchanged,
it shall submit a written request to Party A to extend the lease [6] months prior to the expiration of the first lease renewal.
If Party A agrees to Party B to renew the lease upon receipt of Party B's written request, Party A and
Party B shall negotiate on lease renewal. The terms and conditions of lease renewal shall be agreed by both parties through negotiation
and a new lease contract shall be signed [2] months prior to the first lease renewal. During this period, Party A shall have the right
to lead a third party to inspect the premises (provided that Party B shall not affect its normal operation and shall inform Party B in
advance). Under the same condition, Party B has the priority of leasing.
18.5. With
the consent of Party A, Party B may assign the rights and obligations under this Contract to a third party (the third party shall be
a new company established by Party B as the shareholder to fulfill this Contract and approved by Party A or any other party agreed by
Party A), and Party B shall cause the signing of an assignment agreement or a separate contract consistent with the rights and obligations
of this Contract between Party A and the third party. And after the assignment agreement or the new contract is signed and becomes effective,
Party A shall have the right (but not the obligation) to assign the corresponding rights and interests of the deposit or the balance
of the deposit after deduction in accordance with the aforementioned provisions (whether Party B agrees or not) to the assignee. Under
such condition, Party B shall sign an agreement or a document in form and content satisfactory to Party A in accordance with the requirements
of Party A, in order to release the obligation of Party A to return the deposit or its balance to Party B, and make the assignment effective.
19.1. If
a third party claims damages from Party A due to the actions of Party B or its employees, sub-lessees, contractors, agents, invitees,
visitors, or the occupation or use of the House (“Claims Due to Party B”), Party B shall be responsible for handling and
protecting Party A from any losses, unless such third-party losses are intentionally caused by the intentional or gross negligence of
Party A or its agents, employees, or contractors. If Party A makes compensation to a third party based on an effective arbitration award,
court judgment, or settlement agreement in connection with a Claim Due to Party B, Party B shall make full compensation (including reasonable
incurred lawyer fees) to Party A.
20.1. With
prior notice, Party A and its agents, representatives, and contractors may enter the House at a reasonable time in a manner that does
not affect the normal operation of Party B, conduct safety inspections or related repairs (but in emergency situations, Party A and its
agents, representatives, and contractors may enter the House at any time without notice in a manner that has the least impact on the
normal operation of Party B). Upon prior notice to Party B, subject to article 21.1, Party A and its representatives may enter the House
during working hours to display the House to potential buyers, and Party B shall provide assistance in this regard. During the last [6]
months of the any leasing period, Party A and its representatives may enter the House during working hours without affecting the normal
use of Party B with prior notice, in order to display and introduce the House to potential lessees subject to article 18.4.
20.2 Party A may grant easement,
set public signs, designate public areas and set restrictions on or around the House, provided that such easement, signs, designation
or restriction will not materially affect Party B's use or occupation of the House. Subjected to the former commitments, at the request
of Party A, Party B shall sign the documents necessary for such easement, designation or restriction.
| 21. | Transfer of property rights |
21.1. Party
A shall have the right to transfer the property rights of the Zone or the House to a third party. But for this transfer, Party A shall
promptly notify Party B before the transfer. After the transfer of the property rights of the House, the rights and obligations of Party
A under this Contract shall be automatically assigned to the third party after the transfer of the property rights of the Zone. The rights
and obligations of Party B under this Contract shall not be affected by the transfer of the property rights of the Zone or the House.
If requested by Party A or the third party, Party B shall cooperate in signing a tripartite agreement for the change of the Lessor in
the leasing contract. Party B clearly waives the preemptive right to purchase the House.
22.1. If
the term of this Contract expires or this Contract is terminated prematurely, Party B shall return the House to Party A on the date of
expiration or early termination of this Contract, clean the House, and restore the House to the delivery standards as stipulated in Appendix
III of this Contract or conditions recognized by Party A, except for major accident damage and expropriation covered in Articles 16 and
17. And Party B shall, at its own cost, remove all commercial facilities, Party B's renovations, and any improvements made by Party A
at the request /commission of Party B or by Party B during the leasing period, as well as all property and goods placed by Party B in
the House, unless Party A otherwise agree in writing that Party B may not make the aforementioned restoration or removal. If Party B
fails to restore the House to the delivery standards as stipulated in Appendix III of this Contract or conditions recognized by Party
A, or fails to make the aforementioned removal, Party A may choose to restore the condition of the House or make removal or disposal
on behalf of Party B, and all expenses incurred shall be borne by Party B. Party A shall have the right to deduct the aforementioned
expenses that shall be borne by Party B from the deposit, and Party A shall have the right to pursue the shortfall from Party B. If Party
A otherwise agrees in writing that Party B does not need to restore the House to its original state or may not remove it as mentioned
above, Party A shall have no obligation to make any compensation for Party B's addition or renovation of the House and/or its decoration,
equipment and facilities, commercial facilities, property and other goods left by Party B in the House.
22.2. Party
B agrees that if Party B fails to restore the House to the delivery standards or conditions recognized by Party A as stipulated in Article 22.1
within 5 days, Party A shall have the right to recall the House on its own with a written notice to Party B [3] working day in advance.
At the same time, it shall be deemed that Party B has automatically abandoned the ownership of decoration, facilities, equipment and
other goods that have not been dismantled or removed inside the House (whether belonging to Party B or a third party).
22.3. Subject
to article 22.1 and 22.2, Any commercial facilities that have not been removed by Party B, Party B's renovation and improvements, as
well as any property and other goods left in the House shall be deemed as a waiver of ownership by Party B. Party A shall have the right
to preserve, remove, or dispose of them on its own. At the expiration of the leasing period or early termination of this Contract, Party
B shall still fulfill the obligations and responsibilities that have not been fully fulfilled (including but not limited to compensation
obligation, payment obligation related to rent (excluding decoration rent), property management service fee, and repair and restoration
obligations).
22.4. If
the return of the House is delayed due to the reason that Party B restores the House on its own or Party A restores the House on behalf
of Party B to make the House available for lease, Party B shall pay Party A the occupancy fee for the delayed period in accordance with
the amount agreed in Article 23.1 of this Contract.
22.5. The
time for Party B to return the House shall be subject to the time approved by Party A in writing for acceptance, but Party A shall not
unreasonably refuse or delay the acceptance.
22.6. Upon
the expiration of the leasing period or early termination of this Contract and when Party B returns the House in accordance with the
above provisions of this Article, if Party A discovers that the House and/or the decoration, equipment, and facilities listed in Appendix
III of this Contract have been damaged or lost (except for natural wear and tear and damage caused by Party A's fault proved by Party
B), Party A shall have the right to demand compensation from Party B for the loss and may deduct it from the deposit. If the deposit
is insufficient to compensate for the losses suffered by Party A, Party A shall have the right to demand compensation from Party B for
the difference.
22.7. Party
B shall, within [30] days after the expiration of the leasing period of this Contract or the early termination of this Contract, complete
the industrial and commercial registration procedures for cancellation or change of the House as its registered address/business address
as soon as possible, and shall complete the cancellation of the opening procedures applied by Party B to the public utility provider
on its own (if necessary). Otherwise, Party B shall bear late fees of 0.05% per day from the date of expiration of the agreed period
(excluding the same day).
23.1. Unless
otherwise agreed in writing, if Party B extends occupation of the House after the expiration of the leasing period or the early termination
of this Contract, Party A may terminate such occupation at any time, and Party B shall still fulfill the obligations and responsibilities
of Party B specified in this Contract during the extended occupation period. At the same time, Party B shall pay Party A twice the rent
and property management service fee applicable on the expiring date or early termination date as the rent and property management service
fee for the extended occupation period at the time required by Party A. In addition, if Party A suffers losses due to such delayed occupation
(including but not limited to the inability to fulfill the leasing or reservation agreement with a third party), which is not covered
by the above additional compensation in excess of the normal rent and property management fee (the excess is referred to as the "excess
loss"), Party B shall be responsible for such excess loss suffered by Party A due to such delayed occupation. Unless otherwise
expressly agreed by both parties at that time, the delayed occupation by Party B, the collection of rent and property management service
fee for the delayed occupation by Party A, and the failure of Party A to exercise its rights under this Contract shall not be construed
as a renewal of this Contract, and this Article 23 shall not be construed as a consent to Party B's delayed occupation of the House.
24.1. Each
of the following events shall constitute Party B's breach under this Contract (hereinafter referred to as "Party B’s events
of breach")
(1) After
the delivery of the House, Party B terminates the leasing midway without authorization;
(2) Party
B fails to pay the deposit required by this Contract, as well as any rent, property management service fee or any other due payment (including
other payable fees, and late fees, compensation fees, etc.), and such payment has not been paid within 15 days from the due date
(including the due date);
(3) Unless
otherwise permitted by this Contract, without the prior written consent of Party A, Party B transfers or subleases the House or any part
thereof to any third party, or mortgage, pledge or otherwise dispose of its rights and related interests in this contract, or change
the subleasing content agreed with Party A without authorization;
(4) Party
B or guarantor (if any) applies for dissolution, bankruptcy, takeover or liquidation, or suspends its business operations, or its business
license, or the necessary approvals, consents or permits related to its business operations are suspended or cancelled, or any other
circumstances that may affect its legal entity's existence or main business operation ability (collectively referred to as "adverse
circumstances");
(5) Any
adverse circumstance occurs due to the application of any third party for initiation, and has not been revoked within 60 days after its
initiation;
(6) Party
B arbitrarily changes the purpose of the House as stipulated in this Contract;
(7) Due
to Party B's violation of the provisions of this Contract, there is a priority of compensation or debt burden on the House, and any priority
of compensation or debt burden on the House is not discharged within 30 days after the priority of compensation or debt burden is created
against the House;
(8) Party
B violates the provisions of Article 3.9 of this Contract regarding dangerous goods;
(9) Damage
to the main structure or ancillary facilities of the House is caused by Party B's reasons; or decoration or renovation to the House is
made without the written consent of Party A;
(10) Party
B engages in non-agreed business or illegal activities within the Premises;
(11) Party
B fails to comply with the property management regulations where the Zone is located or other management standards formulated or modified
by Party A and the management company hired by Party A from time to time for the Lessee, and fails to make corrections within [30] days
after Party A or the management company hired by Party A gives a written notice to Party B;
(12) Potential
safety production hazards in Party B’s use of the Premises, and Party B fails to complete or refuses to make rectification within
the specified period after being notified by Party A in writing to order rectification;
(13) Party
B violates the environmental requirements stipulated in Article 28 of this Contract;
(14) Party
B has not completed the handover procedures for the Premises within 30 days from the starting date ;
(15) Except
for the provisions mentioned in Article 24.1 (1) to (14), and unless otherwise specified in this Contract, Party B fails to
comply with any other provisions of this Contract and fails to complete the correction within 30 days after Party A sends a written correction
notice to Party B regarding the aforementioned breach;
(16) Breach
of other terms hereof or otherwise agreed by both parties.
24.2. Each
of the following events shall constitute Party A's breach of this Contract (hereinafter referred to as "Party A’s events
of breach").
(1) Party
A fails to deliver the premises on time, and still fails to deliver the premises within seven (7) working days after being urged
by Party B, unless otherwise agreed by both parties through negotiation;
(2) Subject
to the provisions of Article 2.2 hereof, the premises delivered by Party A does not meet the delivery standards or safety standards
agreed herein; Or Party B finds after receiving the premises that there are serious defects in the premises due to Party A's reasons,
which directly endangers the safety of Party B's employees;
(3) Except
as set forth in Clause 24.2 (1) to (2), and unless otherwise expressly provided herein, Party A fails to comply with any other provision
of this Contract and fails to make corrections within 30 days after Party B has given written notice to Party A to correct such breach;
(4) Events
of breach otherwise agreed upon by both parties.
25. Amendment and termination
of the Contract
25.1. Party
A and Party B may modify this Contract through consultation and sign a written supplementary agreement.
25.2. Party
A and Party B agree that during the leasing period, if the performance of this Contract cannot be continued due to force majeure factors
(force majeure mainly refers to unforeseeable events beyond the reasonable control of the party suffering from force majeure, including
but not limited to natural disasters, lockdowns, government restrictions, policy changes (such as new or changed normative documents
prohibiting the continued leasing of the Premises after the signing of this Contract), government controls, government actions, wars
or similar states, riots, sabotage, fires, and other unforeseeable, unavoidable, and insurmountable circumstances), and the inability
to perform this Contract lasts for more than ninety (90) days, either party shall have the right to terminate this Contract after giving
written notice to the other party without being liable for breach of contract for early termination, However, it does not exempt either
party from any other breach of contract liabilities that they shall bear during the performance process before the termination of this
Contract. At that time, Party B shall settle the rent payable in the course of performance prior to the termination of this Contract
(except for decoration rent), property management service fee, and other payable payments and return the House within the period determined
through consultation with Party A. If the return is not made on time, Party B shall pay the delayed occupation fee in accordance with
Article 23 of this Contract and compensate Party A for any losses caused thereby (included but not limited to government administrative
penalties, if any).
26. Remedies of Party
A
26.1. In
the event of any breach by Party B, Party A may choose: (A) : (1) require Party B to continue and fully perform its obligations
under this Contract; (2) if such breach would materially affect or damage all or part of the facilities of the House, suspend Party
B from using the entire Premises or any part thereof or any of its facilities until Party B corrects such breach; and (3) if such
breach causes any loss to Party A, the losses should be deducted from the deposit, and for the portion that is not sufficient for deduction,
Party A shall have the right to seek any other legal remedies to recover the difference between the actual losses and the liquidated
damages. Or (B): Terminate this Contract or any part of the lease of the Premises hereunder and immediately repossess possession of the
Premises or any part thereof, forfeiting the security deposit (or, if not already paid, requiring payment of liquidated damages equal
to the security deposit). If the liquidated damages paid by Party B are not sufficient to cover the loss suffered by Party A, Party A
shall have the right to seek any other remedies at law to recover the difference between the actual loss and the liquidated damages (included
but not limited to the amount listed in Article 26.2).
26.2. Party
B agrees that in the event that this Contract or any part of the House is terminated by Party A pursuant to Article 26.1 (i.e.,
the remedy set out in paragraph (B) of Article 26.1), Party A shall have the right to repossess the House or any part thereof
in any manner it deems appropriate and to forfeit the deposit (if not paid, require Party B to pay liquidated damages equal to the deposit),
require Party B to remove or dispose of Party B's personnel and property, and have the right to restore the House to their original state
or maintain the use of the House as it is, and require Party B to compensate Party A for the following amount (limited to the part that
cannot be compensated by the deposit) :
(1) All
accumulated but unpaid rent, property management service fee, and all other payable payments under this Contract as of the date of such
termination;
(2) If
applicable, the expenses incurred by Party A in restoring the condition of the Premises on behalf of Party B, removing or disposing of
any commercial facilities not removed by Party B, Party B's renovation, improvement, and property and other goods left in the Premises
as stipulated in Article 22 of this Contract;
(3) All
reasonable expenses incurred by Party A in seeking its remedies (including reasonable legal fees and arbitration and/or court fees).
If the sum amount of the aforesaid
deposit and liquidated damages listed in (1) - (3) is not enough to make up for Party A's losses, Party B shall also make up
the difference.
26.3. The
failure of Party A to claim rights under this Contract at any time shall not be construed as a waiver or change of such rights or the
creation of such a practice. Unless otherwise confirmed in writing by Party A, Party A's failure to exercise its rights shall not be
deemed as a waiver of any provision of this Contract. Party B and Party A further agree that when Party A suspends or waives the exercise
of its rights under this Contract, such waiver shall not be deemed as a waiver of Party A's right of recourse against future breach of
contract by Party B. When Party A acknowledges that Party B has violated any agreement related to the acceptance of rent and other payments,
such acceptance shall not be deemed as a waiver of the right of recourse against the aforementioned breach of contract.
26.4. If
Party B violates the provisions of this Contract and causes damage, destruction, or loss of the Premises, Zone, or any part thereof,
resulting in personal injury or death, property loss to Party A and/or any third party, or other direct losses, Party B shall be responsible
for compensation in accordance with the degree of fault, and shall bear corresponding legal responsibilities and consequences arising
therefrom. If Party B, due to the above reasons, causes any third party to claim or assert rights against Party A, demand Party A to
compensate for its losses, pay damages (including but not limited to punitive damages), or initiate arbitration, litigation, or other
judicial proceedings against Party A, or causes Party A to suffer any government investigation or punishment (including but not limited
to administrative punishments, fines, etc.), Party B shall fully cooperate with Party A's defense, and compensate Party A for the
losses suffered and reasonable expenses incurred therefrom in accordance with laws and regulations (including but not limited to actual
litigation and arbitration fees, lawyer fees, consultant fees or expert fees, etc.), in order to protect Party A from any damages.
26.5. Unless
this Contract is terminated in advance due to Party A's breach of contract, if this Contract is terminated in advance due to other reasons,
Party B shall pay Party A a lump sum to complete/make up the entire decoration rent during the lease term as agreed herein, and make
up the rent-free rent in proportion to the unfinished lease term, regardless of other provisions hereof.
27. Remedies/limitations
of liability of Party B
27.1. If
Party A fails to fulfill its repair and maintenance obligations under Article 12 for more than [30] days (unless, in accordance
with the nature of the obligation, such repair and maintenance will require a performance period of more than [30] days, it shall be
the expiration of such reasonable and necessary period), Party B shall have the right to hire a qualified third party to carry out such
repair and maintenance after notifying Party A in writing, and the actual reasonable expenses incurred shall be borne by Party A.
27.2. In
the event of any breach by Party A, Party B may choose: (A) : (1) require Party A to continue and fully perform its obligations
under this Contract, and (2) if such an event of breach by Party A causes Party B to suffer any loss, require Party A to pay the
liquidated damages in the same amount as the deposit; if the damages paid by Party A are insufficient to cover the losses suffered by
Party B as a result of such breach, Party B also has the right to seek any other remedies in law to recover the difference between the
actual loss and the liquidated damages; Or (B) : terminate this Contract or any part of the lease hereunder, in which case, Party
A agrees that it shall immediately return all the deposit and Party B shall have the right to require Party A to pay the liquidated damages
in the same amount as the deposit; if the liquidated damages paid by Party A are not sufficient to cover the losses suffered by Party
B thereby, Party B also has the right to seek any other remedies at law to recover the difference between the actual loss and the liquidated
damages.
27.3. Party
B's failure at any time to assert a right under the terms of this Contract shall not be construed as a waiver or variation of such right
or a creation of such a practice. Unless otherwise confirmed by Party B in written document, Party B's failure to exercise this right
shall not be deemed as a waiver of any provision of this Contract. Party A and Party B further agree that when Party B suspends or waives
the exercise of its rights under this Contract, such waiver shall not constitute a waiver of recourse by Party B against future breaches
by Party A.
27.4. If
Party A's breach of this contract results in the damage, destruction or loss of the house and the Zone or any part thereof, the death
or injury of Party B or its related personnel, the property loss of Party B and/or its related parties or other direct losses, Party
A shall be responsible for and compensate Party B according to the extent of its fault, and bear the corresponding legal liabilities
and consequences arising therefrom. If Party A, due to the above reasons, causes any third party to make claims or claim rights against
Party B, demand Party B to compensate for its losses, pay damages (including but not limited to punitive damages), or initiate arbitration,
litigation or other judicial proceedings against Party B, or cause Party B to suffer any government investigation or punishment (including
but not limited to administrative penalties, fines, etc.), Party A shall fully cooperate with Party B's defense, and shall compensate
Party B for the losses and reasonable expenses and expenses incurred (including but not limited to actual litigation and arbitration
fees, lawyers' fees, consultants' fees or experts' fees, etc.) so as to hold Party B harmless from any damages.
28. Environmental requirements
28.1. Except
for the hazardous substances that may be contained in products that meet national safety standards and are used in small quantities by
Party B for normal cleaning and [office, research and development] purposes, without the prior written consent of Party A, Party B shall
not allow or cause any party to bring any hazardous substances into the House, or transport, store, use, cultivate, produce or release
any hazardous substances in or around the House. Party B shall remedy any hazardous substances released from the Zone by Party B and
its agents, employees, contractors, sub-lessors, or invitees in accordance with the requirements of laws and government departments.
Party B shall, at the request of Party A, complete and certify disclosure statements regarding the transportation, storage, use, cultivation,
production or release of toxic substances by Party B in the House from time to time.
28.2. Party
B shall comply with all applicable current and future statutory requirements or other similar laws and regulations issued by government
agencies and all national and local counterparts related to health, safety, and environmental conditions above, below, or around the
House, as well as rules or policies promulgated or issued in accordance with the above laws and regulations.
28.3. Party
B shall compensate, protect and hold Party A harmless from any and all claims or recoveries that may be made against Party A, or any
release of hazardous substances ("hazardous substances" refer to and include any substances, materials, waste, pollutants that
are classified or defined as hazardous or toxic by environmental
requirements, asbestos and petroleum, including crude oil or any part thereof, natural gas liquids, liquefied natural gas, or artificial
gas that can be used as fuel (or a mixture of natural gas and artificial gas). As defined in the environmental requirements, Party B
is and shall be regarded as the operator of the facilities used by Party B and the owner of all hazardous substances brought into the
House, and its waste, by-products, or residues cultivated, generated, or manufactured by Party B, and its agents, employees, contractors,
or invitees.) borne or suffered by Party A that Party B is obligated to remedy in accordance with the above provisions, or any direct
losses, claims, demands, arbitration, litigation, damages , costs (including but not limited to remediation, relocation, repair, corrective
action, or cleaning costs), and reasonable incurred expenses (including but not limited to actual lawyer fees, consultant fees, or expert
fees, as well as including but not limited to the removal or management of hazardous substances brought into the House in violation of
the provisions of this Article 28, regardless of whether such removal and management is required by law) caused by the violation
of the requirements of this Article 28 by Party B and its agents, employees, contractors, sub-lessors, sub-lessees, or invitees
(regardless of whether Party B is aware of such violation). The obligations of Party A under this Article 28 shall survive the termination
of this Contract.
28.4. Party
A may enter the House and have the right to inspect and test the House to determine whether Party B complies with environmental requirements,
its obligations under this Article 28, or the environmental conditions of the House. Once Party A notifies Party B in advance, Party
A shall be granted the right to enter the House. When entering the House, Party A shall try to minimize any disturbance to Party B's
business within the reasonable limits of the circumstances at that time. The cost of such inspection and testing shall be borne by Party
A, unless such inspection and testing indicates that Party B has not complied with any environmental requirements, in which case Party
B shall compensate Party A for the reasonable cost of inspection and testing.
29. Public order
29.1. Party
B shall accept and comply with the command and arrangement of Party A and the management company on public order within the Zone. Party
B acknowledges and agrees that it shall manage and keep the House and its related goods, vehicles, and other property within the Zone
on its own. Party A shall provide basic security services for the Zone, but shall not be liable for compensation for losses incurred
by Party B due to security issues. Party B shall be responsible for the safety of the House and its related goods, vehicles, and other
property within the Zone.
29.2. Party
B must comply with and cause its employees, agents, invitees, visitors, or permitted users to comply with the regulations and restrictions
on vehicle parking established by Party A or the management company. Party B shall not cause its vehicles or allow or acquiesce in the
vehicles of its employees, agents, invitees, visitors, or permitted users to park at will and obstruct the entrances and exits or other
public areas of the Zone.
30. Exemption
30.1. In
addition to the monetary payment obligation under this Contract, if either party delays in fulfilling its obligations under this Contract
due to natural disasters (such as floods, fires, storms, lightning, typhoons), government restrictions, government regulations, government
control, delayed issuance of permits or approvals, hostile or hostile behavior towards the government, civil riots, fires, or other disasters,
or other reasons beyond the reasonable control of the affected party, the affected party shall not be liable for such delay.
30.2. Unless
otherwise expressly provided in this Clause 30.2, Party A shall not be liable to Party B for any of the following matters, and Party
B shall have no right to claim the termination of this Contract from Party A for any of the following matters, and shall require Party
A to pay liquidated damages and/or damages, or to reduce, stop, delay, refuse to pay any rent, property management service fee, or fees
agreed to be paid under this Contract.
(1) Due
to the repair and maintenance of the House or its adjacent Houses or Zone, or the decoration, addition or renovation of the House or
its adjacent Houses or Zone in accordance with the procedures specified in this Contract, the temporary cessation of use of public facilities,
or the temporary interruption of water, electricity, telephone, fax or other related services or supplies of the House, resulting in
losses to Party B or its employees, agents, contractors or visitors, provided that Party A or the Management Company uses its best reasonable
efforts to restore or remedy such interruption after it occurs.
(2) Due
to any malfunction, defect, damage to elevators, fire and security facilities, air conditioning systems, or other equipment within the
Zone not caused by Party A or the management company, or insufficient supply, faults, fractures, changes, interference or shutoff of
electricity, water, gas, telecommunications and telephone services, as well as other public facilities, not caused by Party A or the
management company, Party B or third parties may suffer personal or property damage, loss, destruction, or any business loss or disturbance
or inconvenience, provided that Party A or the Management Company uses its best reasonable efforts to restore or remedy such interruption
after it occurs.
(3) Party
A shall not be responsible for the security and storage of the Zone, the House or its personnel and property. The security personnel,
management personnel, mechanical or electronic anti-theft systems of any nature provided by Party A or the management company do not
constitute Party A's responsibility for the security of the House or its personnel and property. Party B shall be responsible for the
security of the House and its personnel and property at any time. However, if the personal or property damage is caused by the negligence
of Party A in security, Party A shall bear corresponding responsibilities.
(4) Temporary
suspension of use of facilities such as air conditioners, antennas and elevators in the Zone due to re-installation, maintenance or repair
works of public parts or facilities of the Park by Party A or the management company causing inconvenience or interference to Party B's
use of the Premises, or causing loss or damage to Party B; provided that Party A or the management company informs Party B of such re-installation,
repair or repair works at least [3 working days] in advance. Party B shall not reduce or stop paying rent, management fee, or other fees
required to be paid under this Contract due to the occurrence of the aforementioned events.
30.3. Before
Party B’s signing this contract, Party A has truthfully informed Party B of whether the House is mortgaged, that is, whether the
House is mortgaged. Before signing this contract, Party B has clearly known the nature of the House, land use, rights restrictions, registration
of other rights, and other real estate registration information related to the House.
31. Entire agreement
31.1. This
Contract constitutes the complete agreement between Party A and Party B regarding the subject matter of this Contract. Any oral or written
statement, explanation, promise or agreement made by or on behalf of Party A or Party B, and any previous agreement, promise, negotiation
or statement not included in this Contract, shall be replaced by this Contract. Unless a written legal document is signed by both parties
to this Contract, this Contract cannot be modified.
32. Severability
32.1. If
any term or provision of this Contract is illegal, invalid or unenforceable under current or future law, the intention of both parties
to this Contract is that the remaining part of this Contract shall not be affected. The intention of both parties to this Contract also
includes, in order to replace each illegal, invalid, or unenforceable term in this Contract, adding a legal, valid, and enforceable term
that is as similar as possible to the illegal, invalid, or unenforceable term or provision as part of this Contract (if possible).
33. Notice
33.1. All
notices and communications between both parties shall be made in Chinese and in writing, and shall be delivered or sent to the designated
contact person, contact address or e-mail at the top of this contract.
33.2. Notices
shall be deemed to have been delivered at the following times:
(1) If
delivered by hand, upon arrival at the designated address, but with certificate of delivery;
(2) If
delivered by courier, on the third (3rd) working day after the date of posting unless there is evidence to the contrary;
(3) If
sent by e-mail, the sender's e-mail system confirms that the e-mail has been sent to the recipient's e-mail receiving system.
33.3. Either
party may change its designated contact person, contact address, or e- mail by giving notice in the aforementioned manner. However, until
the aforementioned changes are made and take effect, the other party shall still have the right to deliver or send the notice to the
original designated contact person, contact address, or e-mail, and such delivery shall be deemed effective.
34. Miscellaneous
34.1. If
there is more than one person, company or association included in the "Party B" of this Contract, each party shall be jointly
and severally liable for the obligations of Party B.
34.2. The
general interpretation rules that any ambiguous provisions shall be construed against the drafting party shall not apply to the
interpretation of this Contract or any appendix or modification to this Contract.
34.3. Prior
to the signing of this Contract by both parties, the contract text handed over by Party A to Party B shall not have any binding force
or validity, shall not constitute an option to lease the House, nor shall it confer any rights or impose any obligations on either party.
34.4. Unless
the context otherwise requires, words of either gender in this Contract shall be construed as including any other gender, and words in
the singular shall include the plural. The headings in this Contract are for convenience only and do not define, limit, or otherwise
describe the scope or intent of this Contract or other provisions of this Contract in any way, or affect the interpretation of this Contract
in any way.
34.5. Unless
otherwise specified in this Contract, if Party B fails to make any payment in accordance with the payment date specified in the terms
of this Contract, Party B shall pay the late fees to Party A calculated at a daily interest rate of 0.05% from the due date (including
the date) to the date of full payment (excluding the date). The late fees and liquidated damages under this Contract shall be deemed
as other due payments under this Contract, and Party B shall pay them.
34.6. Each
party shall, and shall prompt its directors, officers, employees, representatives, agents, and consultants to, assume confidentiality
responsibilities in relation to the following information (hereinafter referred to as "confidential information"):
(i) Information
received by it from the other party regarding the other party's business, operations, and affairs; and (ii) the provisions of this
Contract. Unless required by applicable laws, regulations, orders, judgments, rulings, or exchange rules, each party shall not, and causes
its directors, officers, employees, representatives, agents, and advisors shall not, directly or indirectly, reveal, disclose, publicize
or otherwise announce confidential information. Despite the aforementioned provisions, both parties agree that either party or its affiliates
may publish press releases or announcements mentioning general information about this Contract (including the conclusion of this Contract,
the identities of each party, the location and area of the House, the purpose of the House, and evaluations of the commercial relationship
between the parties or their respective affiliates). However, such press releases or announcements shall not contain any information
related to rent and other payables, payment arrangements, or other important commercial terms stipulated in this Contract.
For the avoidance of doubt,
confidential information will not include the following information: (i) The information has been or will be available through public
channels (except for those caused by the receiving party violating this Article); (ii) the information was already owned by the
receiving party before its disclosure;and (iii) the information is independently obtained by the receiving party without the use
of confidential information. Each party's obligations under this Article shall remain valid for one year after the termination or
expiration of this Contract.
34.7. The
interpretation of this Contract shall be governed by Chinese law and shall not include any conflict of law principles. Any disputes arising
out of or in connection with this Contract (including any issues regarding the formation, validity, or termination of the Contract) shall
be submitted to the Shanghai International Arbitration Center ("SHIAC") and resolved in Shanghai in accordance with the arbitration
rules in effect at the time of application for arbitration. The arbitration award shall be final and binding on all parties. Unless
otherwise awarded by the arbitrator, the losing party shall bear the arbitration fees. The arbitration language shall be Chinese. The
arbitration shall be decided by one arbitrator appointed by SHIAC in accordance with the rules in effect at the time of arbitration.
34.8. All
appendices to this Contract including Part I to Part III are hereby incorporated and become a part of this Contract. In case
of any conflict between these appendices and the terms of this Contract, these appendices shall prevail.
34.9. The
Chinese version of this Contract shall prevail. This Contract can be signed in multiple copies, each of which has the same legal effect.
34.10. Party
B acknowledges that the "Hardbound Laboratory and Office Service Contract" signed by Party B and Shanghai Concora Management
Consulting Co., Ltd. on June 29, 2023 constitutes an integral part of this contract and is complementary to each other. If
the "Hardbound Laboratory and Office Service Contract" is terminated, both parties have the right to terminate this contract
simultaneously. If the "Hardbound Laboratory and Office Service Contract" is terminated prematurely due to the breach of contract
by either party, and this contract is subsequently terminated, it shall be deemed that this contract is terminated prematurely due to
the breach of contract by that party, and that party shall bear the liability for breach of contract in accordance with this contract.
(The following parts of this page are intentionally
left blank)
(Signature page)
This is to certify that Party A and Party B have signed this
Contract as of the date first above written.
Party A: (seal) Shanghai Chuangzhi Space Entrepreneurship Incubator Management Co., Ltd. Seal |
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Authorized representative: |
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Signature: |
/s/ Shirlene Yang Song |
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Party B: (seal) Shanghai ShouTi Biotechnology Co., Ltd. Company Seal |
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Authorized representative: |
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Signature: |
/s/ Raymond Stevens |
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Part Three
Handover Procedure
Before the delivery date,
Party B shall dispatch personnel to handle the handover procedures with Party A. Both parties confirm that the delivery date of the premises
as agreed herein shall be no later than December 1, 2023. Subject to the provisions of Article 2.2 hereof, if Party B does
not dispatch any personnel to participate in the handover on the same day, Party B shall be deemed to have accepted the handover of the
Premises. During the handover, Party A and Party B shall jointly inspect the House and sign the Premises Handover Letter.
Appendix I
House Plan
1. The
floor and/or room number on which the Premises is located is actually arranged by Party A. If it is different from the actual floor and/or
room number, Party B will not unilaterally terminate this Contract and/or make any claims or any other forms of claims against Party
A due to any differences between the arranged floor and/or room number and the actual floor and/or room number, provided that such difference
does not materially and adversely affect Party B’s rights and interests under this Contract.
2. Without
harming the interests of Party B, Party A may adjust the floor and/or room number of the Premises based on the block division. Party
B will not unilaterally terminate this Contract and/or make any claims or any other forms of rights claims against Party A due to any
differences between the arranged floor and/or room number and the actual floor and/or room number.
Appendix II
Premises Handover Letter
In accordance
with the Premises Leasing Contract signed between [ ] and [ ] on [ ], [ ] has handed over the Premises located at [ ] to [ ] on
[ ].
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Authorized representative: |
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Signature: |
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[] (seal) |
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Authorized representative: |
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Signature: |
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Appendix III
Premises Delivery Standards
Decoration: Fine decoration delivery (as shown in the table below)
(Note: Detailed communication with Structure is required)
Floor height: 4.0m (net height of laboratory ceiling: 2.55m)
Load: 250kg/㎡
Other Delivery Standards:
1. Party
A shall provide Party B with the acceptance permit for completion of decoration of the area where the premises are located;
2. The
premises shall meet the EIA conditions required for Party B to conduct the bio- pharmaceutical research and development pilot test. Party
A shall be solely responsible for the EIA application for the premises (Party B shall inform the relevant requirements in advance and
reach agreement with Party A), obtain the relevant EIA approval before Party B enters the premises, and bear the relevant expenses;
3. The
decoration and other hardware conditions of the premises shall be able to meet the building technical specifications of Party B's application
for biological laboratory II (Party B shall communicate with Party A in advance and confirm this), and Party A shall provide necessary
documents according to Party B's reasonable requirements to assist Party B in obtaining the biological laboratory II qualification for
the record. Party B shall be solely responsible for the record of the qualification of the biological second-level laboratory and the
subsequent conduct of relevant business/research based on this, and bear the expenses and corresponding legal liabilities arising therefrom.
Front Desk Logo Wall Plan (1)
ront Desk Logo Wall Plan (2)
Exhibit 10.3
SUBLEASE
THIS SUBLEASE ("Sublease"), dated as
of June 29, 2023, is made by and between Aligos Therapeutics, Inc., a Delaware corporation ("Sublandlord”), and Structure
Therapeutics USA Inc., a Delaware corporation ("Subtenant"). Sublandlord and Subtenant hereby agree as follows:
1. Recitals:
This Sublease is made with reference to the following facts, intentions and understandings:
A. 601 &
651 Gateway Center LP, a Delaware limited partnership (“Master Landlord”), as Landlord, and Sublandlord, as Tenant, are parties
to that certain Lease Agreement, dated as of December 9, 2021 (the “Master Lease”), with respect to those premises containing
approximately 11,846 rentable square feet commonly known as Suite 900 (the “Premises”) in the building located at 601
Gateway Boulevard, South San Francisco, California 94080 (the “Building”). A copy of the Master Lease is attached hereto as
Exhibit A and incorporated by reference herein.
B. Sublandlord
desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, the Premises, pursuant to the terms and conditions
set forth below.
C. Capitalized
terms not defined herein shall have the meanings set forth in the Master Lease.
2. Premises:
Pursuant to the terms and conditions of this Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from
Sublandlord, the Premises. Sublandlord hereby represents and warrants to Subtenant that: (i) the Master Lease is in full force and
effect; (ii) there exists under the Master Lease no default by Sublandlord or, to Sublandlord’s knowledge, Master Landlord,
nor has there occurred any event which, with the giving of notice or passage of time or both, would constitute such a default by Sublandlord
or, to Sublandlord’s knowledge, Master Landlord; (iii) Sublandlord has not assigned its interest in the Master Lease or sublet
the Premises; and (iv) the copy of the Master Lease attached hereto is a true, correct and complete copy of the Master Lease.
3. Term:
A. Term.
The term of this Sublease (the “Term”) shall commence on August 1, 2023 (“Commencement Date”), and shall
expire on the date of expiration of the Base Term of the Master Lease (“Expiration Date”), unless this Sublease is sooner
terminated pursuant to its terms or the Master Lease is sooner terminated pursuant to its terms. Sublandlord shall deliver possession
of the Premises to Subtenant on the Commencement Date. If Sublandlord is unable to deliver possession of the Premises to Subtenant on
or before the Commencement Date, Sublandlord shall not be subject to any liability therefor, nor shall such failure affect the validity
of this Sublease, or the obligations of Subtenant hereunder, or extend the Term, but in such case, the Commencement Date shall be delayed
until the Premises have been delivered to Subtenant, and Subtenant shall not be obligated to perform any other obligation of Subtenant
hereunder (that requires performance on and after the Commencement Date) until Sublandlord delivers possession of the Premises to Subtenant.
Notwithstanding the foregoing, if Sublandlord is unable to deliver possession of the Premises to Subtenant on or before September 30,
2023, then Subtenant may terminate this Sublease by written notice to Sublandlord on or before October 31, 2023, whereupon any monies
previously paid by Subtenant to Sublandlord shall be reimbursed to Subtenant and the parties shall have no further obligation to each
other. Once the Commencement Date has been established, Sublandlord and Subtenant shall execute a commencement date memorandum setting
forth the Commencement Date; provided, however, that the failure to execute such a memorandum shall not affect Subtenant’s liability
hereunder.
B. Early
Access. Sublandlord shall take all necessary steps (including Master Landlord’s consent, if required) to allow Subtenant access
to the Premises no less than fourteen (14) days prior to the Commencement Date (“Early Occupancy Period”) to allow Subtenant
to install and set up furniture, fixtures and equipment and to prepare the Premises for occupancy. During such Early Occupancy Period,
Subtenant shall be subject to all of the terms and conditions of this Sublease except for the payment of Base Rent and Additional Rent.
C. No
Option to Extend. Subtenant acknowledges that Sublandlord has no obligation to exercise the Extension Right under the Master Lease,
and that Subtenant has no right to cause Sublandlord to exercise such Extension Right. Subtenant has no option to extend the Term of this
Sublease, even if Sublandlord exercises the Extension Right under the Master Lease. Subtenant further acknowledges that, if Sublandlord
exercises the Extension Right, and Sublandlord agrees that Subtenant may continue to sublease the Premises for all or a portion of the
Extension Term, monthly base rent for such sublease will be based upon the Market Rate at such time, in accordance with the provisions
of the Master Lease.
4. Rent:
A. Monthly
Base Rent. Commencing on the Commencement Date and continuing throughout the Term, Subtenant shall pay to Sublandlord monthly base
rent ("Monthly Base Rent") for the Premises in the amount of $3.45 per rentable square foot of the Premises per month (i.e.,
$40,868.70 per month). Such Monthly Base Rent shall be increased by three percent (3%) on each anniversary of the Commencement Date.
Provided that Subtenant is not in default of the terms and conditions
of this Sublease, Sublandlord agrees to abate Subtenant’s obligation to pay Monthly Base Rent for the first four (4) complete
months of the Term (the “Conditional Rent”). In the event of a material default at any time during the Term that is not cured
within the time period provided for cure of such default under the Master Lease, as incorporated herein, or under this Sublease, as the
case may be, then, in addition to any other remedies to which Sublandlord may be entitled Sublandlord shall be entitled to recover the
Conditional Rent (i.e., the Conditional Rent shall be deemed not have been abated and shall become immediately due and payable as unpaid
Rent earned, but due at the time of such default). The right to the abatement set forth above shall be personal to the initial Subtenant
hereunder and shall not be transferable to any assignee, sublessee or other transferee of the initial Subtenant’s interest in this
Sublease. During the abatement period, Subtenant shall still be responsible for the payment of all additional sums payable under this
Sublease (other than Tenant’s Share of Excess Operating Expenses), if any.
B. Additional
Rent: Commencing on January 1, 2025 and subject to a 2024 Base Year, and continuing for each month thereafter during the Term,
Subtenant shall be responsible for the payment of Tenant’s Share of Excess Operating Expenses payable by Sublandlord pursuant to
the terms and conditions of the Master Lease, and for the payment of costs of utilities under Section 11 of the Master Lease. Subtenant
and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall
pay one hundred percent (100%) of Tenant’s Share of Excess Operating Expenses commencing on January 1, 2025, such that Sublandlord
shall receive, as net consideration for this Sublease, full reimbursement thereof. Subtenant shall pay 1/12th of Tenant’s Share
of Excess Operating Expenses on a monthly basis at the same time Subtenant pays Monthly Base Rent. If during any calendar year Sublandlord
is determined, upon receipt by Sublandlord of the Annual Statement, to have overpaid Tenant’s Share of Excess Operating Expenses
under the Master Lease and, as a result, Subtenant has overpaid Tenant Share of Excess Operating Expenses under this Sublease, such overpayment
shall be credited toward the payments next due from Subtenant. In addition, in the event Sublandlord exercises its audit right under Section 5
of the Master Lease, and as a result Sublandlord receives a refund of any excess payment of Tenant’s Share of Operating Expenses,
Sublandlord shall promptly refund to Subtenant any portion of such refund attributable to excess payment by Subtenant, if any.
Tenant Share of Excess Operating Expenses, and any and all other amounts
Subtenant assumes or agrees to pay under the provisions of this Sublease, including without limitation any and all other sums that may
become due by reason of any default of Subtenant or failure to comply with the agreements, terms, covenants and conditions of this Sublease
to be performed by Subtenant, after any applicable notice and cure period, shall be “Additional Rent” under this Sublease.
All Additional Rent not required by this Sublease to be paid at the time and in the manner for payment of Monthly Base Rent shall be payable
by Subtenant to Sublandlord within ten (10) days after receipt of Sublandlord’s invoice therefor.
C. General.
Monthly Base Rent and Additional Rent are sometimes referred herein collectively as “Rent”. As used herein, the word "month"
shall mean the period beginning on the first (1st) day of a month and ending on the last day of that month. Rent shall be paid on or before
the first (1st) day of each calendar month during the Term. Rent for any period during the Term which is for less than one month of the
Term shall be a pro rata portion of the monthly installment based on the number of days in that month. Rent shall be payable without notice
or demand and without any demand, deduction, offset or abatement (except as expressly set forth in Section 4.A.), in US Dollars.
Rent shall be paid to Sublandlord at 1 Corporate Drive, 2nd Floor, South San Francisco, CA 94080, Attn: Corporate Controller,
or paid by such other method or remitted to such other address as Sublandlord may request from time to time.
D. Prepayment
of First Month's Monthly Base Rent: Upon execution of this Sublease by Subtenant, Subtenant shall pay to Sublandlord the sum of $40,868.70
, which shall be applied to the payment of the first (1st) installment of Monthly Base Rent for the Premises payable by Subtenant
hereunder.
5. Security
Deposit. Upon execution of this Sublease by Subtenant, Subtenant shall deposit with Sublandlord, in cash, the sum of $45,998.08 (which
sum is equal to one (1) month’s Monthly Base Rent payable during the last month of the Term) (the "Security Deposit"),
as security for the performance by Subtenant of the terms and conditions of this Sublease. The Security Deposit shall be governed by the
provisions of Section 6 of the Master Lease, as incorporated herein (deleting any reference to a Letter of Credit), except that any
reference to the Security Deposit shall be deemed to refer to the Security Deposit described in this Section 5.
6. Late
Charge; Interest: If Subtenant fails to pay Sublandlord any Rent or other sums due from Subtenant to Sublandlord hereunder, and if
Subtenant does not cure such failure within five (5) days after the due date, Subtenant shall pay Sublandlord such late charges and
interest at the Default Rate as shall be due under Section 21(b) of the Master Lease, as incorporated herein. Acceptance of
a late charge by Sublandlord shall not constitute a waiver of Subtenant’s default with respect to such overdue amount, nor prevent
Sublandlord from exercising any of the other rights and remedies granted hereunder. Payment of a later charge or interest shall not excuse
or cure any default hereunder by Subtenant.
7. Delivery
Condition; Repairs. Sublandlord shall deliver the Premises to Subtenant professionally cleaned, free of debris and with all operating
and mechanical systems in good, clean, working condition and repair. Other than as set forth in the preceding sentence, Sublandlord shall
deliver the Premises in its current “as-is, where is” condition, and Subtenant agrees that Sublandlord has not made any representations
or warranties of any kind or nature whatsoever respecting the Premises, or the furniture or fixtures located in or serving the Premises,
or their condition or suitability for Subtenant’s uses. Subtenant hereby represents to Sublandlord that (i) Subtenant has fully
inspected the Premises and the physical condition thereof and the zoning regulations with respect thereto, including, without limitation,
accessibility, location of utilities and improvements and earthquake preparedness, which in Subtenant’s judgment affect or influence
Subtenant’s use of the Premises and Subtenant’s willingness to enter into this Sublease; and (ii) Subtenant is relying
on its own inspection in subleasing the Premises. Sublandlord shall have no obligation whatsoever to (y) make repairs caused by the
act or omission of Subtenant, its agents, employees or contractors, or (z) make or pay the cost of any alterations or improvements
to the Premises, including, without limitation, any improvement required to comply with any law, regulation, building code or ordinance
(including, without limitation, the Americans With Disabilities Act of 1990 ("ADA")). Sublandlord shall have no obligation to
make or pay the cost of any repairs (or capital improvements) required to be performed by Master Landlord under the Master Lease, and
Sublandlord’s sole obligations in this regard are as stated in Sections 23.A and 23.C hereof.
8. Indemnity;
Limitation of Liability: To the fullest extent permitted by law (and in addition to the indemnifications set forth in the Master
Lease, including, without limitation, Sections 8, 16 and 30(b) of the Master Lease), Subtenant shall indemnify, protect, defend
(with counsel reasonably acceptable to Sublandlord) and hold harmless Sublandlord and its officer, agents, employees, successors and
assigns (“Sublandlord’s Agents”), and Master Landlord, from and against any and all claims, liabilities, judgments,
causes of action, damages, costs, and expenses (including reasonable attorneys' and experts' fees), caused by or arising in connection
with: (i) the use, occupancy or condition of the Premises; (ii) the negligence or willful misconduct of Subtenant or its employees,
contractors, agents or invitees; (iii) a breach of Subtenant's obligations under this Sublease; or (iv) a breach of Subtenant's
obligations under the Master Lease, as incorporated herein; provided, however, that Subtenant shall have no obligation to indemnify Sublandlord
to the extent any such claims, liabilities, judgments, causes of action, damages, costs or expenses are caused by the gross negligence
or willful misconduct of Sublandlord or Sublandlord’s Agents. The foregoing indemnifications shall survive the expiration or earlier
termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, in no event shall Sublandlord or Subtenant
be liable for any indirect, consequential, special, exemplary, incidental or punitive damages incurred by the other party (including,
without limitation, any injury to such party’s business or loss of income or profit therefrom) in connection with this Sublease,
the Premises or the Building, except for Subtenant’s potential liability for consequential damages under Section 8 of the
Master Lease, as incorporated herein.
9. Right
to Cure Defaults: If Subtenant fails to perform any act on its part to be performed hereunder, then Sublandlord may, but shall not
be obligated to, perform such act. All costs and expenses of performing any such act shall be deemed Additional Rent payable by Subtenant
to Sublandlord upon demand.
10. Assignment
and Subletting: Subtenant shall not assign, sublet, transfer, pledge, or otherwise encumber all or any part of the Premises, or permit
the use or occupancy of the Premises by any person other than Subtenant, without the prior written consent of Sublandlord and Master Landlord,
under the terms and conditions of the Master Lease. Any transfer, circumstance or event which constitutes an assignment or subletting
under the Master Lease shall constitute an assignment or subletting under this Sublease.
11. Use:
Subtenant may use the Premises only for general office use and for no other purpose, and shall otherwise comply with the provisions of
Section 7 of the Master Lease, as incorporated herein. Subtenant shall not store any materials, supplies, finished or unfinished
products or articles of any nature outside of the Premises. Notwithstanding anything to the contrary contained in this Sublease, there
shall be no abatement of Rent or liability of Sublandlord on account of injury to or interference with Subtenant’s business (including
loss of profits) or damage to Subtenant’s property with respect to any services performed or provided by Sublandlord or Master Landlord,
except to the extent of any abatement of Rent provided by Master Landlord to Sublandlord pursuant to the Master Lease.
12. Effect
of Conveyance: As used in this Sublease, the term "Sublandlord" means the holder of the Tenant's interest under the Master
Lease. In the event of any transfer of Tenant's interest under the Master Lease, from and after the effective date thereof Sublandlord
shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder, and it shall be deemed and construed,
without further agreement between the parties, that the transferee has assumed and shall carry out all covenants and obligations thereafter
to be performed by Sublandlord hereunder, without any further action by Sublandlord, Subtenant or such transferee. Sublandlord shall transfer
and deliver any Security Deposit of Subtenant to the transferee of said Tenant's interest in the Master Lease, and thereupon Sublandlord
shall be discharged from any further liability with respect thereto.
13. Sublandlord’s
Obligations: Sublandlord covenants and agrees that, so long as Subtenant complies with its obligations under this Sublease, Sublandlord
(i) will pay in full all rent payable by it as Tenant under the Master Lease not assumed by Subtenant hereunder and will not cause
or permit a default by Tenant under the Master Lease which is unrelated to the obligations which Subtenant has assumed under this Sublease,
(ii) will not, without Subtenant’s consent, exercise any right to terminate the Master Lease, other than on account of casualty
or condemnation, and (iii) will not agree to any amendment of the Master Lease which would adversely affect Subtenant’s rights
hereunder. Sublandlord further covenants that Subtenant, subject to the provisions of the Master Lease and this Sublease, upon paying
the Rent and performing all of the duties, covenants, agreements and obligations agreed to be performed by Subtenant hereunder, will have,
hold and enjoy quiet possession of the Premises, free from claims of persons claiming by or through Sublandlord for the term of this Sublease.
Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of this Section 13 if Master Landlord
agrees that Subtenant may remain in possession of the Premises upon any termination of the Master Lease on the same terms as this Sublease
for the remainder of the Term.
14. Improvements
A. Alterations
and Improvements. Subtenant shall not make any alterations, modifications or improvements to the Premises without the prior written
consent of Master Landlord and Sublandlord, pursuant to the terms of the Master Lease; provided, that Subtenant shall have the right to
make nonstructural Notice-Only Alterations without the prior written consent of Master Landlord and Sublandlord only if the aggregate
cost of all such work in any 12 month period does not exceed $25,000.00. Sublandlord shall not be required to provide a tenant improvement
allowance to Subtenant in connection with Subtenant’s construction of any alterations or improvements, all of which shall be constructed
at Subtenant’s sole cost and expense.
B. Construction.
Subtenant shall construct any alterations or improvements in compliance with all applicable law, in a good and workmanlike manner, free
of defects and using new materials and equipment of good quality, and otherwise in compliance with the applicable provisions of the Master
Lease. Subtenant shall carry, or cause its contractor to carry, such insurance as is required by the applicable provisions of the Master
Lease and as may reasonably be required by Sublandlord.
C. Removal
of Improvements. Upon the expiration or earlier termination of this Sublease, Subtenant, at its sole cost and expense, shall be responsible
for removing any and all personal property of Subtenant, including all alterations or improvements installed in the Premises by Subtenant
and restoring the Premises to substantially its condition immediately prior to the alteration or improvement, but only if and to the extent
required by Sublandlord or Master Landlord.
15. Furniture,
Fixtures and Equipment. During the Term, Subtenant may use, at no additional charge, all of the furniture fixtures and equipment (“FF&E”)
located in the Premises described in Exhibit B. The FF&E is provided by Sublandlord in its “AS IS, WHERE IS”
condition, without any representation or warranty whatsoever (including without limitation any representation or warranty as to the FF&E’s
condition or fitness for a particular purpose). Subtenant shall use the FF&E at Subtenant’s sole risk and in compliance with
applicable laws. Subtenant shall maintain the FF&E in good condition and repair, reasonable wear and tear excepted, and shall be responsible
for any loss or damage to the same during the Term. Sublandlord shall have no obligation to repair, maintain, service, replace, insure
or pay any taxes applicable to the FF&E, all of which shall be the obligation of Subtenant. At the expiration or earlier termination
of this Sublease, Subtenant shall have the right (but not the obligation) to purchase the FF&E for the sum of $1.00. If Subtenant
does not exercise such right to purchase the FF&E, Subtenant shall surrender the FF&E to Sublandlord in as good condition and
repair as on the Commencement Date, ordinary wear and tear excepted. Subtenant shall not remove any of the FF&E from the Premises
during the Term.
16. CASP
Inspecton. Sublandlord has not had an inspection of the Premises performed by a Certified Access Specialist as described in California
Civil Code § 1938. A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises complies with
all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection
of the Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually
agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost
of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.
17. Surrender:
Upon the expiration or earlier termination of this Sublease, Subtenant shall remove all of its trade fixtures, personal property, alterations
and improvements if removal is required as provided in Section 14 above, and other property and improvements if and to the extent
required under this Sublease, and shall surrender the Premises to Sublandlord in the same condition as received, free of Hazardous Materials,
reasonable wear and tear excepted, and in compliance with the second (2nd) paragraph of Section 18 of the Master Lease.
If the Premises are not so surrendered, then Subtenant shall be liable to Sublandlord for all costs incurred by Sublandlord in returning
the Premises to the required condition, plus interest thereon at the Default Rate. Subtenant shall indemnify, defend with counsel reasonably
acceptable to Sublandlord, protect and hold harmless Sublandlord against any and all claims, liabilities, judgments, causes of action,
damages, costs, and expenses (including reasonable attorneys' and experts' fees) resulting from Subtenant's delay in surrendering the
Premises in the condition required, including, without limitation, any claim made by Sublandlord or any succeeding tenant founded on or
resulting from such failure to surrender. The indemnification set forth in this Section shall survive the expiration or earlier termination
of this Sublease.
18. Brokers:
Sublandlord represents that it has dealt with no real estate broker, lender, agent or salesman in connection with this transaction except
for CBRE. Subtenant represents that it has not dealt with real estate broker, lender, agent or salesman in connection with this transaction
except for Cushman & Wakefield. Sublandlord shall be responsible for the payment of a commission to each of CBRE and Cushman &
Wakefield per the terms of separate agreements. Each party agrees to indemnify, defend and hold the other party harmless from and against
all claims for brokerage commissions, finder's fees, or other compensation made by any other agent, broker, salesman or finder as a consequence
of said party's actions or dealings with such agent, broker, salesman, or finder. The indemnification set forth in this Section shall
survive the expiration or earlier termination of this Sublease.
19. Notices:
Unless five (5) days' prior written notice is given in the manner set forth in this Section, the address of each party for all purposes
connected with this Sublease shall be that address set forth below their signatures at the end of this Sublease. The address for Master
Landlord shall be as set forth in the Master Lease. All notices, demands, or communications in connection with this Sublease shall be
considered received when (i) personally delivered; or (ii) if properly addressed and either sent by nationally recognized overnight
courier or deposited in the mail (registered or certified, return receipt requested, and postage prepaid), on the date shown on the return
receipt for acceptance or rejection. Each party shall promptly deliver to the other a copy of any notice received from or delivered to
Master Landlord respecting the Premises or the right or obligations or Sublandlord or Subtenant hereunder.
20. Severability:
If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this
Sublease shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired.
21. Amendment:
This Sublease may not be amended except by the written agreement of all parties hereto.
22. Insurance;
Waiver of Subrogation: Subtenant shall procure and maintain all insurance policies required to be carried by the Tenant under the
Master Lease, including, without limitation, Section 17 of the Master Lease, with respect to the Premises. All such liability policies
shall name Sublandlord and Master Landlord as additional insureds. Certificates of insurance reflecting that the insurance required to
be carried by Subtenant pursuant to this Sublease and the Master Lease is in force, accompanied by an endorsement showing the required
additional insureds satisfactory to Sublandlord in substance and form, shall be delivered to Sublandlord at the time Subtenant executes
this Sublease (and in any event prior to any entry onto the Premises by Subtenant, its agents, employees or contractors) and upon renewal
of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage. The waiver of subrogation provision
contained in Section 17 of the Master Lease shall be deemed to be a three-party agreement binding among and inuring to the benefit
of Sublandlord, Subtenant and Master Landlord.
23. Other
Sublease Terms:
A. Incorporation
by Reference. Except as otherwise provided in this Sublease or insofar as the provisions of the Master Lease do not conflict with
the specific provisions hereof, the terms and provisions contained in the Master Lease are incorporated herein and made a part hereof
as if set forth at length; provided, however, that: (i) each reference in such incorporated sections to "Lease" shall be
deemed a reference to this "Sublease" ; (ii) each reference to "Landlord" and "Tenant" shall be deemed
a reference to "Sublandlord" and "Subtenant", respectively; (iii) with respect to work, services, repairs, restoration,
insurance or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (subject
to the last two sentences in Section 23C below) shall be to request the same in writing from Master Landlord, as and when requested
to do so by Subtenant, and to use Sublandlord's commercially reasonable good faith efforts (provided Subtenant pays all costs incurred
by Sublandlord in connection therewith) to obtain Master Landlord’s performance; (iv) with respect to any obligation of Subtenant
to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days to perform its obligations
under the Master Lease (excluding the payment of Monthly Base Rent and Excess Operating Expenses), Subtenant shall have three (3) fewer
days to perform the obligation, including, without limitation, curing any defaults, provided that Subtenant shall have no fewer than two
(2) business days to cure any default; (v) Sublandlord shall have no liability to Subtenant with respect to (a) representations
and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master
Lease, or other obligations or liabilities of Master Landlord under the Master Lease with respect to compliance with laws, condition of
the Premises or Hazardous Materials, and (c) any obligations under the Master Lease to repair, maintain, restore, or insure all or
any portion of the Premises, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate
to make Sublandlord liable therefor; (vi) with respect to any approval or consent required to be obtained from Master Landlord under
the Master Lease, such approval or consent must be obtained from both Master Landlord and Sublandlord, and the approval of Sublandlord
may be withheld if Master Landlord 's approval or consent is not obtained; (vii) in any case where "Tenant" is to indemnify,
release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant to both
Master Landlord and Sublandlord; (viii) Subtenant shall pay all consent and review fees set forth in the Master Lease to both Master
Landlord and Sublandlord; (ix) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless
Sublandlord has such right under the Master Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation
awards received by Sublandlord under the Master Lease shall be deemed to be the property of Sublandlord; and (x) in any case where
"Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to
run from Subtenant to both Master Landlord and Sublandlord.
The following provisions of the Master Lease are
expressly not incorporated herein by reference: basic lease information on page 1 of the Master Lease, except for the
definitions of Project, Rentable Area of Project, and Permitted Use; the first sentence in Section 1; Section 2; Section 3;
Section 4; the first paragraph in Section 5; the penultimate paragraph in Section 5; all references to a “Letter
of Credit” in Section 6; the first sentence in Section 12; Section 35; Section 39; Section 40(o); Exhibit C;
Exhibit D; and Exhibit F.
In the following provisions of the Master Lease,
as incorporated herein, the term Landlord shall refer to Master Landlord only: Section 1; Section 5; the final sentence in Section 7;
Section 9; Section 11; Section 13; Section 17; Section 18; Section 19; Section 40(n); and Section
40(r).
In the event of any conflict between this Sublease
and the Master Lease, the terms of this Sublease shall control as between Sublandlord and Subtenant. Subtenant hereby acknowledges that
it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master
Lease.
B. Performance
of Obligations. This Sublease is and all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord
thereunder. Subtenant hereby expressly agrees: (i) to comply with all provisions of the Master Lease applicable to the Premises
to the extent incorporated herein during the Term; (ii) to perform all the obligations on the part of the "Tenant" to
be performed under the terms of the Master Lease during the Term to the extent incorporated herein; and (iii) to hold Sublandlord
free and harmless of and from all liability, judgments, costs, damages, claims, demands. and expenses (including reasonable attorneys'
and experts' fees) arising out of Subtenant's failure to comply with or to perform Subtenant's obligations hereunder or the obligations
of the "Tenant" under the Master Lease as herein provided or to act or omit to act in any manner which will constitute a breach
of the Master Lease. The foregoing indemnification shall survive the expiration or earlier termination of this Sublease. Additionally,
in the event of any casualty or condemnation affecting the Premises, Rent payable by Subtenant shall be proportionately abated, but only
as to the portion of the Premises damaged or taken and only to the extent that Rent payable by Sublandlord is abated or reduced with
respect to such portion of the Premises.
C. Performance
by Sublandlord. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not be required to furnish,
supply or install anything required of Master Landlord under any provision of the Master Lease. Sublandlord shall have no liability or
responsibility whatsoever for Master Landlord ’s failure or refusal to perform under the Master Lease. Sublandlord shall use its
commercially reasonable good faith efforts to cause Master Landlord to observe and perform its obligations under the Master Lease, but
the foregoing shall not be a guarantee by Sublandlord of Master Landlord ’s compliance with the provisions of the Master Lease.
If following such commercially reasonable good faith efforts by Sublandlord, Master Landlord shall fail to perform its obligations under
the Master Lease, then Subtenant shall have the right to take such action in its own name and Subtenant shall keep Sublandlord apprised
of its activities in connection with such action. If (a) any such action against Master Landlord in Subtenant’s name is barred
by reason of lack of privity, non-assignability or otherwise, and (b) the failure of Master Landlord to perform its obligations under
the Master Lease has, or may have, a materially adverse effect upon the Premises or Subtenant’s permitted use thereof, then Subtenant
may bring such action in Sublandlord’s name and Sublandlord shall execute all documents reasonably required in connection therewith,
provided that the same is without cost and expense to Sublandlord. Subtenant shall reimburse all costs and expenses Sublandlord shall
incur attempting to enforce the Master Lease against Master Landlord with thirty (30) days following Sublandlord’s delivery of an
invoice therefor, together with reasonable supporting documentation.
24. Condition
Precedent: This Sublease and Sublandlord's and Subtenant's obligations hereunder are conditioned upon Sublandlord having obtained
the written consent of the Master Landlord to this Sublease, upon terms and conditions reasonably acceptable to Sublandlord and Subtenant
in form reasonably satisfactory to Sublandlord and Subtenant (“Master Landlord ’s Consent”). If Master Landlord 's Consent
has not been received within thirty (30) days after the date of this Sublease, then Sublandlord or Subtenant may terminate this Sublease
by giving ten (10) days’ prior written notice to the other, in which case this Sublease shall terminate on the day following
the last day of the ten (10)- day notice period (unless Master Landlord ’s Consent is received during such ten (10)- day period,
in which case this Sublease shall remain in full force and effect), and neither party shall have any further rights or obligations hereunder
and Sublandlord shall return to Subtenant all sums paid by Subtenant to Sublandlord in connection with Subtenant’s execution hereof.
The return of all sums paid by Subtenant to Sublandlord and the termination of this Sublease shall be Sublandlord’s and Subtenant’s
sole and exclusive remedy in the event of a termination pursuant to this Section, including, without limitation, a termination resulting
from Sublandlord’s or Subtenant’s reasonable determination that any term or condition proposed by Master Landlord to be included
in a consent is unacceptable.
25. Miscellaneous:
This Sublease contains all of the covenants, conditions and agreements between Sublandlord and Subtenant concerning the Premises, and
shall supersede all prior correspondence, agreements and understandings concerning the Premises, both oral and written. This Sublease
shall in all respects be governed by and construed in accordance with the laws of the state in which the Premises are located. If any
term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease
shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired. This Sublease
may not be amended except by the written agreement of all parties hereto. This Sublease may be executed electronically or by facsimile
and in counterparts, all of which will be deemed originals and which together will constitute one and the same instrument. The parties
acknowledge and agree that the exchange of electronic or fax signatures will have the same legal validity as the parties’ signatures
would have if signed in hard copy form. This Sublease shall, subject to the provisions regarding assignment and subletting, apply to and
bind the respective heirs, successors, executors, administrators and assigns of Sublandlord and Subtenant. This Sublease may be executed
in counterparts, all of which taken together as a whole, shall constitute one original document. Facsimile signatures and PDF format signatures
sent by electronic mail shall be treated and have the same effect as original signatures.
26. Holdover:
Any holdover by Subtenant shall be governed by Section 8 of the Master Lease, as incorporated herein by reference. In addition to
the provisions of said Section 8, Subtenant shall indemnify, defend, protect and hold harmless Sublandlord and Master Landlord from
and against all costs, loss and liability resulting from Subtenant's delay in surrendering the Premises. The indemnification set forth
in this Section shall survive the expiration or earlier termination of this Sublease.
27. Parking:
Subtenant shall be entitled to Subtenant’s Share of the non-exclusive parking spaces serving the Premises, subject to the provisions
of Section 10 of the Master Lease.
28. Signage:
Sublandlord shall use commercially reasonable good faith efforts to obtain from Master Landlord for Subtenant (at Subtenant’s cost)
directory and suite signage in conformity with the signage program for the Building. Subtenant, at Subtenant’s sole cost, shall
remove its signage upon the expiration or earlier termination of this Sublease.
29. No
Offer: Submission of this Sublease for examination or signature by Subtenant does not constitute a right to, reservation of, option
for or option to sublease, and such submission is not effective as a sublease or otherwise until execution and delivery by both Sublandlord
and Subtenant.
30. Authority.
Each individual executing this Sublease on behalf of a corporation, limited liability company, partnership or other entity represents
and warrants that he or she is duly authorized to execute and deliver this Sublease on behalf of said corporation, limited liability company,
partnership or entity, and that this Sublease is binding upon said corporation, limited liability company, partnership or entity in accordance
with its terms.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties have executed this
Sublease as of the date first written above.
SUBLANDLORD: |
|
SUBTENANT: |
|
|
|
Aligos Therapeutics Inc., |
|
Structure Therapeutics USA Inc. |
a Delaware corporation |
|
a Delaware corporation |
|
|
|
By: |
/s/ Lucinda Y. Quan |
|
By: |
/s/ Raymond Stevens |
|
|
|
Printed |
|
Printed |
Name: |
Lucinda Y. Quan |
|
Name: |
Raymond Stevens |
|
|
|
Title: |
EVP, CBO & Gen’l Counsel |
|
Title: |
CEO |
Address: |
One Corporate Drive, 2nd Floor |
|
Address: |
611 Gateway Blvd Suite #223 |
|
South San Francisco, CA 94080 |
|
|
South San Francisco, CA 94080 |
|
Attn: General Counsel |
|
|
Attn: Legal Department |
EXHIBIT A
MASTER LEASE
EXHIBIT B
FURNITURE, FIXTURES AND EQUIPMENT
Furniture | |
Quantity | |
Executive Desk | |
| | |
Office/Cubicle Chair | |
| 34 | |
Conference Room Chair | |
| 41 | |
Guest/Lunch Room Chair | |
| 53 | |
Bookshelf | |
| 9 | |
Personal Desk Storage | |
| 44 | |
Desk | |
| 20 | |
Cubicle-Complete | |
| 14 | |
Lunch Room Tables | |
| 3 | |
RA Table | |
| 10 | |
Large Conference Room Table | |
| 1 | |
Oval Conference Room Table | |
| 1 | |
TV | |
| 3 | |
IPAD | |
| 1 | |
Refridgerator/Freezer Combo | |
| 1 | |
Mini Refridgerator | |
| 1 | |
Dishwasher | |
| 1 | |
Water Dispenser | |
| 1 | |
AV system-confernce room | |
| 1 | |
IT Rack | |
| 1 | |
v3.23.2
Cover
|
Jun. 29, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 29, 2023
|
Entity File Number |
001-41608
|
Entity Registrant Name |
Structure Therapeutics Inc.
|
Entity Central Index Key |
0001888886
|
Entity Tax Identification Number |
98-1480821
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
611 Gateway Blvd.
|
Entity Address, Address Line Two |
Suite 223
|
Entity Address, City or Town |
South San Francisco
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94080
|
City Area Code |
628
|
Local Phone Number |
229-9277
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
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|
Elected Not To Use the Extended Transition Period |
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|
American Depositary Shares (ADSs), each representing three ordinary shares, par value $0.0001 per ordinary share |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
American Depositary Shares (ADSs), each representing three ordinary shares, par value $0.0001 per ordinary share
|
Trading Symbol |
GPCR
|
Security Exchange Name |
NASDAQ
|
Ordinary shares, par value $0.0001 per share* |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Ordinary shares, par value $0.0001 per share*
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Security Exchange Name |
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