Attached files
Exhibit 10.48
Lease Contract
Lessor:
Shanghai Chuangtong Industrial Development Co., Ltd. (hereinafter
referred to as Party A)
Registered
address: No. 89, Faladi Road, China (Shanghai) Pilot Free Trade
Zone Legal Legal Representative: Zhou Huajie
Lessee:
Shanghai Saibiman Biotechnology Co., Ltd. (hereinafter referred to
as Party B)
Registered
address:
Legal
representative:
Whereas,
1. Party
A is a legally registered and operated company with business scope
covering lease of self-owned house;
2. Party
B is a company engaged in innovative R&D in biotechnology field
and it plans to rent house from Party A for the purposes of
scientific research and office work;
3. Party A signed a Deposit Agreement
with Cellular Biomedicine Group
(Shanghai) Ltd, an affiliated company of Party B (hereinafter
referred to as “Cellular Biomedicine Company”) on
September 26, 2016 previously. Currently, Party A, Party B and
Cellular Biomedicine Company agree that Party B enjoys and
undertakes all rights and obligations of Cellular Biomedicine
Company in Deposit Agreement
and capital already paid by Cellular
Biomedicine Company to Party A is deemed as payment by Party
B.
Party A and Party B hereby enter into this
contract for mutual observation and execution after reaching
negotiated consensus concerning the matter that Party B rents house
from Party A according to stipulations set out in relevant laws and
regulations such as Contract Law of the
People’s Republic of China, based on Deposit Agreement
and on the basis of equality, free
will, fairness and good faith.
I. Conditions of Leased House
1. Party A rents out a whole five-floor building
located in 3# Building, No.
85,
Faladi Road, Pudong
New Area, Shanghai (hereinafter
referred to as “Object House”) to Party B for use,
covering a construction area of 10,501.6m2.
The plan of this house is shown in Appendix 1 of this
contract. The real estate
ownership certificate number shall be in line with property
ownership issued by real estate department.
2.
Party A has already clearly informed Party B that mortgage of
Object House is already established in Shanghai Rural Commercial
Bank Pudong Branch before signing this contract. If the mortgagee
realizes mortgage right to result in Party B’s failure to
continuously rent Object House, Party A shall not only refund the
lease deposit in double amount but also undertake liabilities for
breach of contract to Party B according to stipulations set out in
Paragraph 5 of Article X of this contract.
II. Usage of Lease
1. Party B promises to Party A that Object House
rented is only used for R&D, production
and office and Party B will
abide by relevant house use and property management provisions of
the state and the city.
2. Party
B guarantees not to change the usage agreed above without
authorization unless otherwise consented by Party A in writing and
reviewed and approved by relevant department as stipulated within
lease term.
III. Delivery of Object House and Lease Term
1. Party
A and Party B agree that Party A delivers Object House to Party B
on January 1, 2017
(date of delivery). The term of lease contract lasts for
ten (10) years and
it is calculated since the date of delivery of Object House as per
anniversary, i.e. from January 1, 2017 to December 31,
2026.
2. When Party A delivers Object House to Party B,
Party B and Party A (including property management personnel of
Object House entrusted by Party A) to clearly check Object House
and its auxiliary facilities, decorative materials, other articles
and public facilities. Party A guarantees that elevator, fire
protection and security system, public toilets, tap water system
and pump house of Object House are under normal service statuses.
If such facilities are damaged, Party A shall finish the repair
work itself or by entrusting professional organization within 3
days or other time limit approved by Party B. The parties will
jointly sign Confirmation of
Delivery on this basis as a
voucher indicating Party A’s completion of its delivery
obligation.
3. Upon expiry of lease term, Party A has the right
to take back Object House while Party B shall return it as
scheduled. If Party B needs to continuously rent Object House, it
shall submit a written request for renewal of lease to Party A 3
months before expiry of lease term. The lease contract can be
resigned after Party A consents. 8. Party
A shall rent out Object House to Party B under same conditions
after expiry of lease term.
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IV. Rent-free Period of Decoration and Lease Inception
1. Party A agrees to offer a 150-day rent-free period of decoration to Party B.
This rent-free period shall be calculated since the date of
delivery of Object House. Party B’s decoration scheme shall
be approved by Party A in writing ahead of time. If it is required
to submit the decoration scheme to relevant department for approval
as stipulated, the decoration may be conducted only after being
approved by relevant department.
2. The date when rent of Object House is initially
calculated is the second day after expiry of rent-free period of
decoration, i.e. June 1, 2017.
Party A and Party B agree to begin the calculation of rent since
the initial rent calculation day.
3. Only
rent is exempted during rent-free period. Water bill, electric
charge, network fee and property fee incurred during use of Object
House shall still be borne by Party B. If Party B completes
decoration work ahead of time, Party B may check in to work ahead
of time while Party A will still calculate lease term and rent
since the lease inception.
4. When
Party B enters the site for decoration, Party A shall assist and
coordinate Party B’s completion of administrative filing work
such as fire protection filing.
5. If
relevant accident occurs, or Party B is unable to conduct
decoration work within rent-free period due to Party A’s
reason, the rent-free period of decoration shall be postponed with
same duration and Party A shall assume relevant responsibilities;
Party B shall take relevant responsibility for relevant accident
resulting from Party B’s reason. If losses are caused to
Object House, Party B shall compensate relevant
losses.
V. Rent, Payment Method and Term
1. As for rent of Object House in the first year
(calculated since lease inception as per anniversary), the rent of
floor 1 is 4.3
Yuan/m2/day
(same currency below), the rent of floor 2-5 is 3.7
Yuan/m2/day.
The rent in the first and the second years within lease term
remains unchanged. Later, the rent will be progressively increased
with growth rate of 6% per two years. The current property
management fee is 12 Yuan/m2/month.
It will be uniformly adjusted based on actual circumstances and
according to provisions of the park. See the followings for
details:
|
Stage 1
|
Year 1-2
|
Rent of floor 1: 4.30
Yuan/m2/day
|
Rent of floor 2-5: 3.70
Yuan/m2/day
|
|
Stage 2
|
Year 3-4
|
Rent of floor 1: 4.56
Yuan/m2/day
|
Rent of floor 2-5: 3.92
Yuan/m2/day
|
|
Stage 3
|
Year 5-6
|
Rent of floor 1: 4.83
Yuan/m2/day
|
Rent of floor 2-5: 4.16
Yuan/m2/day
|
|
Stage 4
|
Year 7-8
|
Rent of floor 1: 5.12
Yuan/m2/day
|
Rent of floor 2-5: 4.41
Yuan/m2/day
|
|
Stage 5
|
Year 9-10
|
Rent of floor 1: 5.43
Yuan/m2/day
|
Rent of floor 2-5: 4.67
Yuan/m2/day
|
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2. Party
B shall deliver rent of the first period (six months for each
period), property management fee and lease deposit equal to three
months of rent (i.e. paying of six months of rent and three months
of rent as lease deposit) within fifteen working days after this
contract is signed and Party A completes the delivery of Object
House. Due to existence of a rent-free period lasting for 150 days,
Party B is only required to pay one month of rent as the rent in
the first period. During the whole lease term, Party B shall pay
rent and property management fee of the second half year to Party A
within 30 working days before start of every half a year.
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3. Since Party B has already paid deposit of RMB
1,200,000.00 Yuan (RMB One Million and Two Hundred Thousand Yuan
only) before signing of this lease contract and it is agreed that
this amount is used to deduct rent in the first period upon signing
of this contract, Party B shall still pay rent in the first period,
property management fee and lease deposit with a total amount of
RMB 4,434,119
Yuan within fifteen working days after
this lease contract is signed and Party A delivers Object
House.
4. Expenses
incurred during use of Object House within lease term such as water
bill, electric charge, gas fee, communication fee and equipment fee
shall be borne by Party B. Party A shall vicariously collect and
pay such expenses every month based on actual
circumstances.
VI. House Use Requirements and Repair Responsibilities
1. The
standards of Object House delivered by Party A are consistent with
its status quo. Also, the entrance door on floor 1 of Object House
shall be relocated to the middle upon Party B’s request.
Party A guarantees that this house and its auxiliary facilities are
under a normal serviceable and safe status.
2. Party A confirms that the design load-bearing live
load of floor slabs of Object House is 2.5kN/m2.
This figure can be increased to 6kN/m2
due to Party B’s demand for
scientific research.
3. Party
B may implement decoration and fitment of Object House according to
actual demand (including installation of freight elevator outside
the building), while Party A may offer necessary assistance.
Relevant expenses shall be borne by Party B itself. Party B’s
responsibility for repair of decoration and fitment shall be borne
by Party B itself.
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4. If
any accident, loss compensation, administrative responsibility or
other situation occurs, or certain losses are caused to Party
A’s Object House during decoration, reinforcement and use of
Object House due to Party B’s fault, Party B shall assume all
legal liabilities and actively take charge of repair and
compensation. If Party A has to take responsibility for others due
to the foregoing, Party A will have the right to demand
compensation from Party B. If damage or fault obstructing safe and
normal use of Object House occurs to Object House or its auxiliary
facilities not due to Party B’s fault, Party B shall timely
inform Party A and take possible effective measures to prevent
further expansion of defects; in case of emergency repair
application (referring to faults influencing Party B’s work
and operational safety, such as big-area rain leakage of the
house), Party A shall come to repair within eight hours after Party
B sends a notice of emergency repair application; as for general
repair application beyond emergency repair application, Party A
shall come to repair within three days after Party B sends a notice
of repair application. If Party A fails to do so within the
abovementioned time limit, Party B will have the right to repair
itself or by entrusting a third party. Relevant repair expenses and
funds shall be borne by Party A and they will be deducted by Party
B from rent payable to Party A.
5. Party
B shall reasonably use and take good care of this house and its
auxiliary facilities during lease term. If this house and its
auxiliary facilities are subject to damages and faults due to Party
B’s improper or unreasonable use, Party B shall timely take
charge of repair and renovation. If Party B delays or refuses to
repair or renovate, Party A may do the work on behalf of Party B
and expenses therefore incurred shall be borne by Party
B.
6. If
Party B needs to decorate or add auxiliary facilities and equipment
besides those agreed herein above, it shall obtain Party A’s
written consent first and then report to relevant department for
approval as stipulated. Party B may decorate or add such facilities
and equipment only after being approved by relevant
department.
VII. Status of House upon Return
1.
If this lease
contract is canceled ahead of time due to Party A’s reason or
it is terminated upon expiry of lease term, Party B will not be
required to recover Object House returned to original shape.
However, Party B shall ensure that Object House is free from hidden
dangers involving safety, health, etc..
2.
If
Party B throws a lease ahead of time, or Party B breaches the
contract and consequently Party A cancels the lease contract, Party
B shall recover Object House returned to original shape as that
upon delivery and there shall be no hidden dangers involving
safety, health, etc If a subsequent lessee is willing to deliver
the house under its status quo, or it is not required to recover
with Party A’s written consent, Party B will not be required
to recover Object House upon return.
3.
When
Party B returns Object House, Party A’s acceptance and
recognition shall be obtained. Besides, the parties shall settle
expense payable by themselves.
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VIII. Sublease
1.
If Party B
subleases the house within lease term, Party A’s written
consent shall be obtained ahead of time before Party B subleases
this house to others in part or in whole. Party B shall not adopt
any subleasing behavior without Party A’s written consent
ahead of time.
IX. Conditions for Cancelation of Contract
1.
Party A and Party B
agree that this contract can be naturally terminated within lease
term if Object House is damaged or lost due to force majeure. After
Party A returns lease deposit and rent to Party B according to
actual lease term of Party B, the parties will not assume
liabilities for breach of contract to each other.
2.
Party A and Party B
agree that Party A shall return lease deposit and rent to Party B
according to actual lease term and Party B will have the right to
enjoy relevant compensation according to relevant policies of the
state if Object House is legally acquired due to public interests
or land use right within scope of occupation of Object House is
legally taken back ahead of time. Once such conditions occur, Party
A shall immediately inform Party B and allow Party B to take part
in the negotiation with relevant functional departments of the
government all the way.
3.
Party A and Party B
agree that either party may inform the other party in writing to
cancel this contract under any of the following
circumstances.
(1) Restriction
or defect of right exists in the leased house or Party A fails to
faithfully disclose any matter to result in the restriction of use
of leased house by Party B and even failure to use the
house;
(2) Party
B changes usage of the house without Party A’s written
consent and still fails to repair or correct within a reasonable
time after receiving a written notice from Party A;
(3) The
main structure of the house is damaged due to Party B’s
reason and Party B still fails to repair it within a reasonable
time after receiving a written notice from Party A;
(4) Party
B subleases Object House without Party A’s written consent
and fails to correct within ten working days after receiving a
written notice from Party A;
(5) Party
B delays the paying of rent, property management fee and other
expenses for more than 30 accumulated days and still fails to make
the payment within ten working days after receiving a written
notice from Party A;
(6) Party
B’s decoration scheme is not approved by Party A in writing
ahead of time or Party B fails to decorate the house according to
decoration scheme agreed by Party A, and in this case Party B
refuses to rectify within a reasonable time limit after Party A
sends a written notice demand rectification or the requirement is
still not fulfilled even after rectification;
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4.
Either party may
send a written notice of premature cancelation of contract to the
other party six months ahead of time before expiry of lease term
(six months before date of premature surrender of lease). This
contract is terminated immediately when the notice is received by
the other party. If Party A cancels the contract ahead of time,
Party A shall not only compensate amount listed in Paragraph 5 of
Article X of this contract to the observant party but also return
the lease deposit in double amount; if Party B cancels the contract
ahead of time, Party B shall compensate 11 months of rent to Party
A and lease deposit already paid by Party B will not be
returned.
X. Liabilities for Breach of Contract
1.
If Party B delays
the paying of relevant funds for more than five days according to
term agreed herein, Party B shall pay 0.1% of payable to Party A as
liquidated damages for each delayed day since the sixth day. If the
delay accumulatively exceeds 30 days, Party A will have the right
to unilaterally inform Party B in writing to cancel this house
lease contract. If Party B cancels the contract, Party B shall
compensate 11 months of rent to Party A and lease deposit already
paid by Party B will not be returned.
2.
If the main
structure of Object House is damaged due to Party B’s reason,
Party A shall send a written notice requiring Party B to repair it
within a reasonable time limit. If Party B does not repair, Party A
will have the right to choose to cancel this contract. Party B
shall compensate 11 months of rent to Party A and lease deposit
already paid by Party B will not be returned.
3.
If Party B
subleases Object House or changes the usage of the house without
Party A’s written consent, Party A shall send a written
notice requiring Party B to correct it within a reasonable time
limit. If Party B does not correct, Party A will have the right to
choose to cancel this contract. Party B shall compensate 11 months
of rent to Party A and lease deposit already paid by Party B will
not be returned.
4.
Party B shall
return Object House to Party A according to conditions agreed
herein within 15 days since the date when this lease contract is
terminated regardless of reason. If Party B fails to return the
house within the abovementioned time limit or the return of house
does not meet the requirement, Party B shall pay house occupation
fee according to standard of double rent.
5.
If restriction or
defect of right exists in the leased house or Party A fails to
faithfully disclose any matter to result in the restriction of use
of leased house by Party B and even failure to use the house and
consequently Party B cancels this lease contract, Party A shall not
only return lease deposit already paid by Party B in double amount
but also assume liabilities for breach of contract according to the
following table.
7
|
Year of lease
|
Compensation limit
|
|
Year 1
|
Six months of rent + RMB 25 million (as per actual decoration
loss)
|
|
Year 2
|
Six months of rent + RMB 20 million
|
|
Year 3
|
Six months of rent + RMB 15 million
|
|
Year 4
|
Six months of rent + RMB 10 million
|
|
Year 5
|
Six months of rent + RMB 5 million
|
|
Year 6- Year 10
|
Six months of rent
|
XI. Dispute Settlement
If
a dispute arises during performing of this lease contract, Party A
and Party B shall settle it through amicable negotiation. If
negotiation fails or no consensus is reached during negotiation,
either party may file a lawsuit to people’s court of Shanghai
Pudong New Area in the place where Object House is
located.
XII. Miscellaneous
1. If Party A needs to
sell Object House within lease term, it shall inform Party B one
month ahead of time. Party B enjoys the right of first refusal
under same conditions. Besides, Party B’s right to rent shall
not be affected according to principle of no break of lease with
bargain.
2. Party
A and Party B are strictly prohibited to disclose contents of
business secrets involved herein and all terms of this contract to
a third party (unless otherwise for the purpose of obtaining of
legal assistance, and other relevant assistance). Otherwise, the
responsible party shall assume all consequences.
3. When
signing this contract, Party A and Party B are very clear about
their rights, obligations and responsibilities and they are willing
to strictly execute stipulations set out herein.
4. Party
A and Party B shall hold this contract and relevant supporting
documents and apply to Real Estate Transaction Center of Pudong New
Area for lease registration and filing within 15 working days since
the date when this contract takes effect.
5. Contact
addresses specified in this lease contract are addresses for
service determined by the parties. Otherwise, notice sent to the
abovementioned address will be deemed as already delivered once
sent. If either party needs to change its address, it shall timely
inform the other party in writing.
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6. Matters
not mentioned herein shall be specified in supplementary agreement
or appendix negotiated and signed by the parties
separately.
7. This
contract is made in four copies. Party A and Party B shall hold two
copies respectively with same legal effect. This contract takes
effect after the parties sign their names and stamp
seals.
|
Party A (signature and seal): (Seal)
|
Party B (signature and seal): (Seal)
|
|
Legal representative:
|
Legal representative:
|
|
Contact address:
|
Contact address:
|
|
Signing date: 01/01/2017
|
Signing date: 01/01/2017
|
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