Exhibit 4.2
Lease Agreement
(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, 2006 and end on June 30, 2007, 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, 2006.
Party A: Xxxxxx Xx
Signature: /S/ Xxxxxx Xx
Date: June 23, 2006
Party B: Bio-Bridge Science (Beijing) Corporation
Company Seal: /seal/
Date: June 23, 2006
