Lease Agreement (Translated from the original Chinese agreement)
Exhibit
4.5
(Translated
from the original Chinese agreement)
Party
A:
Xxxxxx Xx
Party
B:
Bio-Bridge Science (Beijing) Corporation
Party
A
is the owner of Suite 1812, Xx.000, Xxxx Xxxxxxxx, Xxxxxxxx Xxxxx Xxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxx Party B desires to rent and Party A agrees to rent
the
above-mentioned premise.
Party
A
and Party B through friendly discussions to reach the following agreement on
the
basis of self-willingness, fairness under the guidance of the laws of the
People's Republic of China:
Article
One: The Leased Space
Party
A
agrees to lease the above-mentioned premise (60.32sqm. for net space and 77.68
sqm. for construction Space; hereafter abbreviated as "the leased space") to
Party B. Party B agrees to rent the leased space and accepts all clauses in
this
lease agreement. Party B has the exclusive right to use the leased space during
the lease period.
Article
Two: Lease Period
The
lease
shall take effect on July 1, 2007 and end on June 30, 2008, a one-year period.
Under the following conditions Party A has the right to revoke the lease
agreement and take back the leased premise:
Clause
1:
Party B sublets, transfers, lends, or forms joint ventures with others without
the prior consent of Party A.
Clause
2:
Party B uses the leased space to engage in illegal activities and damages public
interests.
Clause
3:
Party B defaults on the rental payment for three months.
After
the
termination of the agreement, Party B has the preemptive right to rent the
leased space if Party A is still willing to rent the leased space.
Article
Three: The Rent and Payment Method
Clause
1:
The monthly rent of the leased space is RMB 7,000 (seven thousand yuan) and
Party B shall pay the amount to party A before the fifteenth day of each month
during the lease period.
Clause
2:
Both parties consult each other for the payment of the related housing rental
tax.
Article
Four: Renovation and Remodeling
Maintaining
the leased space in good condition is Party A's responsibility. Party A should
check and inspect and premise regularly to make sure there is no flooding,
drainage and indoor water supply, sewage, and electricity is normal so that
Party B can use the leased space comfortably.
Regarding
the renovation scope and standard, both parties should follow the Notice No.13
issued by the Beijing Municipal Construction Department.
When
Party A renovates the premise, Party B should assist Party A, and should not
deter the renovation works in any form.
With
regard to the renovation project of the leased space, both parties consult
each
other to reach agreement on the renovation details.
Without
obtaining the prior written agreement of Party A, Party B cannot carry out
any
modification, enlargement or improvement to the leased space. Without the
approval of Party A, Party B cannot make any marks, painting or drilling, and
cannot damage the outer appearances of the leased space and the building in
any
form. Regarding the ownership of the decorations at the expiration of the lease
agreement, both parties agree that: Party B is responsible for the decoration
costs and the ownership right belongs to Party A.
Article
Five: Change of Rental Parties
Clause
1:
If Party A transfers the ownership right of the leased space legally to another
party, the lease agreement is still effective if there is no prior promise
between both parties.
Clause
2:
If Party A is willing to sell the leased space, it should notify Party B with
a
three month written notice. Under the same conditions, Party B has the
preemptive right to purchase the leased space.
Clause
3:
If Party B is willing to switch the leased space with a third party, it should
get a prior consent from Party A; Party A shall support Party B's reasonable
request.
Article
Six: Liability for Breach of Agreement
Clause
1:
If Party A is delinquent in submitting the suitable premise as mentioned in
Article One and Two, then it will compensate Party B RMB 1,000.
Clause
2:
If either Party is unable to excise the clauses in Article Four, the default
party shall compensate the other party the amount of RMB1,000.
Clause
3:
If Party B is delinquent is rental payment, it agrees to pay 1% of the rental
amount on a daily basis to Party A in addition to the owed rental
payment.
Clause
4:
If Party A charges Party B any expense other than the said amount of rental
fees, Party B has the right to refuse to pay.
Clause
5:If Party B transfers the premise to others for use with prior consent of
Party
A, Party A has the right to terminate the agreement and forces Party A to cease
the transfer. Party B shall compensate 1% of the rent on a daily basis to Party
A.
Clause
6:
If Party B still occupies the premise after the expiration of the lease
agreement without consent of Party A, it should pay Party A 1% of the rent
on a
daily basis. After the payment, Party A still has the claim right to cease
the
lease agreement.
Article
Seven: Waivers
Clause
1:
If there is a Force Majecure that causes damage to Party B, both parties shall
have no responsibility with regard to each party. Force Majeure shall mean
all
events which are beyond the control of the parties to the lease agreement,
and
which are unforeseen, or if foreseen, unavoidable, and which prevent total
or
partial performance by either party.
Clause
2:
If there is a municipal construction need that the premise has to be tear down
or has to be remodeled, each party bears no responsibility with regard to the
damage. If the lease agreement is forced to cease due to the above-mentioned
clauses, the rent will be calculated based on the usage time, and the extra
rent
will be refunded to Party B.
Article
Eight: Dispute Resolution
Any
dispute arising from, out of or in connection with the lease agreement shall
be
settled by friendly consultation between both parties. In the event that either
party determines that the dispute is unable to be resolved by consultation,
either party may, at any time, refer the dispute to the housing rental
management authority for resolving the dispute. If the dispute still exists,
either party can apply for arbitration to Economic and Trade Arbitration
Commission of the Municipal Commerce and business Administration Bureau or
raise
the dispute issue to the People's Court in Beijing.
Article
Nine: Miscellaneous
Party
B
promises that there shall no disturbing behavior during the lease
period.
Any
amendments to the lease agreement shall be in writing and signed by both
parties, and shall not come into effect until both parties have signed the
amendment and sent to the municipal housing rental management authority for
approval and registration. The amendments shall have the same legal binding
force as the lease agreement.
The
lease
agreement is duplicated in two copies, with each party holding one. The lease
agreement shall become effective after duly authorized representatives of both
parties attach their signatures and add the company seal.
IN
WITNESS WHEREOF, the lease agreement is signed by the duly authorized
representatives of the parties on the date of June 23, 2007.
Party
A:
Xxxxxx Xx
Signature:
Xxxxxx Xx/s/
Date:
June 23, 2007
Party
B:
Bio-Bridge Science( Beijing) Corporation
Company
Seal:/seal/
June
23,
3007
