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Delaware
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77-0513190
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value per Share
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The NASDAQ Global Market
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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Product
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Product Description
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Applications
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Instruments
BioMark HD System
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Real-time PCR instrument, bundled analysis software, and chip loading platforms
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SNP Genotyping, Digital PCR
and Gene Expression, including
Single-Cell Targeted Gene
Expression
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C
1
Single-Cell Auto Prep System
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Sample preparation system for single-cell genomics that facilitates the isolation and processing of individual cells
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Single-Cell Targeted Gene Expression, Single-Cell microRNA Analysis, Single-Cell mRNA Sequencing, and Single-Cell Targeted DNA Sequencing (currently available to early access customers)
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EP1 System
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End-point PCR instrument, bundled analysis software, and chip loading platforms
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SNP Genotyping and Digital
PCR
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Access Array System
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Sample preparation system for targeted resequencing that facilitates parallel amplification of up to 48 amplicons across 48 unique samples
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Targeted Resequencing with
Next-Generation DNA
Sequencing
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Consumables
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Dynamic Array IFCs
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48.48 Dynamic Array IFC
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IFC based on matrix architecture, allowing users to individually assay 48 samples against 48 reagents, generating up to 2,304 real-time qPCR reactions simultaneously
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Real-time qPCR, SNP
Genotyping and Gene
Expression, including Single-Cell Targeted
Gene Expression |
96.96 Dynamic Array IFC
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IFC based on matrix architecture, allowing users to individually assay 96 samples against 96 reagents, generating up to 9,216 real-time qPCR reactions simultaneously
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Real-time qPCR, SNP
Genotyping and Gene
Expression, including
Single-Cell Targeted Gene Expression
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Product
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Product Description
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Applications
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High Precision 96.96 Genotyping IFC
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IFC that enables high sample throughput which can deliver more than 36,000 data points in a day with a minimum call rate of 99.9%, a level of precision that is vital to production and human genomics laboratories
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SNP Genotyping
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192.24 Dynamic Array IFC for Genotyping
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IFC that allows users to genotype 192 samples against 24 assays in a single run, generating up to 4,608 parallel reactions
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SNP Genotyping
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192.24 Dynamic Array IFC for Gene Expression
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IFC that enables high sample throughput of 576 samples across 24 genes in an 8-hour day
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Gene Expression
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FLEXsix Gene Expression IFC
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IFC that utilizes a new architecture which incorporates six 12 X 12 partitions that can be organized in any configuration, in up to six separate experimental runs
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Gene Expression
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Digital Array IFCs
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12.765 Digital Array IFC
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IFC based on partitioning architecture, allowing users to divide samples into up to 765 chambers in each of the 12 panels for up to 9,180 reactions per IFC
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Digital PCR, Copy Number Variation and
Mutation Detection
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48.770 Digital Array IFC
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IFC based on partitioning architecture, allowing users to divide samples into up to 770 chambers in each of the 48 panels for up to 36,960 reactions per IFC
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Digital PCR, Copy Number Variation and
Mutation Detection
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qdPCR 37K IFCs
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IFC that combines digital and quantitative real-time PCR to provide real-time analysis of up to 36,960 digital PCR reactions per IFC with high-throughput and precision, performing at a 99.9% success rate, which is critical in high-sensitivity applications, such as rare mutation detection, GMO testing, and aneuploidy detection
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Digital PCR, Copy Number Variation and
Mutation Detection |
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C
1
Single-Cell Auto Prep Array IFCs
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IFC that captures and prepares individuals cells for genomic analysis, and uses integrated thermal and pneumatic controls at nanoliter scale to enable the performance of all steps of the single-cell genomic workflow without intervention; designed to maximize cell capture efficiency based on cell size (5-25 micron); available in three sizes per application
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Sample Preparation for Single-Cell Targeted Gene Expression, Single-Cell microRNA Analysis, Single-Cell mRNA Sequencing, and Single-Cell Targeted DNA Sequencing (currently available to early access customers)
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Access Array IFCs
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IFC that facilitates parallel amplification, barcoding, and tagging of 48 unique samples and is designed to enable recovery of reaction products from the IFC for sequencing
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Targeted Resequencing with Next-Generation DNA Sequencing
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DELTAgene and SNPtype Assays
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Custom designed assays for specific nucleic acid regions of interest, providing optimized assays, content, and services to users of BioMark Systems at lower costs as compared to other commercially available chemistries
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Gene Expression, Single-Cell Targeted Gene Expression, and SNP Genotyping
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Access Array Target-Specific Primers
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Allows for fast, simple and inexpensive preparation of up to 480 amplicons per sample at a time
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Targeted Resequencing with
Next-Generation DNA
Sequencing
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•
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significantly greater name recognition;
|
•
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greater financial and human resources;
|
•
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broader product lines and product packages;
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•
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larger sales forces and eCommerce channels;
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•
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larger and more geographically dispersed customer support organization;
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•
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substantial intellectual property portfolios;
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•
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larger and more established customer bases and relationships;
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•
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greater resources dedicated to marketing efforts;
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•
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better established and larger scale manufacturing capability; and
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•
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greater resources and longer experience in research and development.
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•
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cost of capital equipment and supplies;
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•
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reputation among customers;
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•
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innovation in product offerings;
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•
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flexibility and ease of use;
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•
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accuracy and reproducibility of results; and
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•
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compatibility with existing laboratory processes, tools, and methods.
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•
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the Quality System Regulation, which covers the methods and documentation of the design, testing, control, manufacturing, labeling, quality assurance, packaging, storage, and shipping of our product;
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•
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labeling regulations;
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•
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medical device reporting, or MDR, regulations;
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•
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correction and removal regulations; and
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•
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post-market surveillance regulations, which include restrictions on marketing and promotion.
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•
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fines, injunctions, and civil penalties;
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•
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recall or seizure or our products;
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•
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operating restrictions, partial suspension, or total shutdown of production;
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•
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delays in clearance or approval, or failure to obtain approval or clearance of future product candidates or product modifications;
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•
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restrictions on labeling and promotion;
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•
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adverse publicity, warning letters, fines, or injunctions;
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•
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withdrawal of previously granted clearances or approvals; and
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•
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criminal prosecution.
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Name
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Age
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Position
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Gajus V. Worthington
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44
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President, Chief Executive Officer, and Director
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Vikram Jog
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57
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Chief Financial Officer
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Robert C. Jones
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59
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Executive Vice President, Research and Development
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William M. Smith
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62
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Executive Vice President, Legal Affairs, General Counsel, and Secretary
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Fredric Walder
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56
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Chief Operating Officer
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Mai Chan (Grace) Yow
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55
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Executive Vice President, Worldwide Manufacturing and Managing Director of Fluidigm Singapore Pte. Ltd.
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•
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The IFCs used in our microfluidic systems are fabricated using a specialized polymer, and other specialized materials, that are available from a limited number of sources. In the past, we have encountered quality issues that have reduced our manufacturing yield or required the use of additional manufacturing processes.
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•
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Specialized pneumatic and electronic components for our C
1
Single-Cell Auto Prep System are available from a limited number of sources.
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•
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The raw materials for our DELTAgene and SNPtype assays and Access Array Target-Specific primers are available from a limited number of sources.
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•
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we may be subject to increased component or assembly costs;
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•
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we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms;
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•
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our suppliers or service providers may make errors in manufacturing or assembly of components that could negatively affect the efficacy of our products or cause delays in shipment of our products; and
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•
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our suppliers or service providers may encounter capacity constraints or financial hardships unrelated to our demand for components or services, which could inhibit their ability to fulfill our orders and meet our requirements.
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•
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changes in economic conditions;
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•
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natural disasters;
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•
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changes in government programs that provide funding to research institutions and companies;
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•
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changes in the regulatory environment affecting life science and Ag-Bio companies engaged in research and commercial activities;
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•
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differences in budget cycles across various geographies and industries;
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•
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market-driven pressures on companies to consolidate operations and reduce costs;
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•
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mergers and acquisitions in the life science and Ag-Bio industries; and
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•
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other factors affecting research and development spending.
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•
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difficulties in integrating and managing the operations, technologies, and products of the companies we acquire;
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•
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diversion of our management’s attention from normal daily operation of our business;
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•
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our inability to maintain the key business relationships and the reputations of the businesses we acquire;
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•
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our inability to retain key personnel of the acquired company;
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•
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uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
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•
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our dependence on unfamiliar affiliates and customers of the companies we acquire;
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•
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insufficient revenue to offset our increased expenses associated with acquisitions;
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•
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our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
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•
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our inability to maintain internal standards, controls, procedures, and policies.
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•
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required compliance with existing and changing foreign regulatory requirements and laws;
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•
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required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws and anti-competition regulations;
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•
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export or import restrictions;
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•
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laws and business practices favoring local companies;
|
•
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longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
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•
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unstable economic, political, and regulatory conditions;
|
•
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potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;
|
•
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difficulties and costs of staffing and managing foreign operations; and
|
•
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difficulties protecting or procuring intellectual property rights.
|
•
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a failure to achieve market acceptance or expansion of our product sales;
|
•
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loss of customer orders and delay in order fulfillment;
|
•
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damage to our brand reputation;
|
•
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increased cost of our warranty program due to product repair or replacement;
|
•
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product recalls or replacements;
|
•
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inability to attract new customers;
|
•
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diversion of resources from our manufacturing and research and development departments into our service department; and
|
•
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legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
|
•
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expanding the commercialization of our products;
|
•
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funding our operations;
|
•
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furthering our research and development; and
|
•
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acquiring other businesses or assets and licensing technologies.
|
•
|
market acceptance of our products;
|
•
|
the cost of our research and development activities;
|
•
|
the cost of filing and prosecuting patent applications;
|
•
|
the cost of defending, in litigation or otherwise, any claims that we infringe third-party patents or violate other intellectual property rights;
|
•
|
the cost and timing of regulatory clearances or approvals, if any;
|
•
|
the cost and timing of establishing additional sales, marketing, and distribution capabilities;
|
•
|
the cost and timing of establishing additional technical support capabilities;
|
•
|
the effect of competing technological and market developments; and
|
•
|
the extent to which we acquire or invest in businesses, products, and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.
|
•
|
projections of DVS’s revenue growth rates and future revenues;
|
•
|
our expected capital structure after the DVS acquisition;
|
•
|
the amount of goodwill and intangibles that will result from the DVS acquisition;
|
•
|
certain other purchase accounting adjustments that we expect will be recorded in our financial statements in connection with the DVS acquisition;
|
•
|
acquisition costs, including restructuring charges and transaction costs;
|
•
|
our ability to maintain, develop and deepen relationships with customers of DVS; and
|
•
|
other financial and strategic risks of the DVS acquisition.
|
•
|
We might not have been the first to make the inventions covered by each of our pending patent applications;
|
•
|
We might not have been the first to file patent applications for these inventions;
|
•
|
The patents of others may have an adverse effect on our business; and
|
•
|
Others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies.
|
•
|
actual or anticipated quarterly variation in our results of operations or the results of our competitors;
|
•
|
announcements or communications by us or our competitors relating to, among other things, new commercial products, technological advances, significant contracts, commercial relationships, capital commitments, acquisitions or sales of businesses, and/or misperceptions in or speculation by the market regarding such announcements or communications;
|
•
|
issuance of new or changed securities analysts’ reports or recommendations for our stock;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
commencement of, or our involvement in, litigation;
|
•
|
market conditions in the life science, Ag-Bio, and clinical research sectors;
|
•
|
failure to complete significant sales;
|
•
|
manufacturing disruptions that could occur if we were unable to successfully expand our production in our current or an alternative facility;
|
•
|
any future sales of our common stock or other securities in connection with raising additional capital or otherwise;
|
•
|
any major change to the composition of our board of directors or management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the chairman of the board, the chief executive officer or the president;
|
•
|
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;
|
•
|
establish that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered three year terms;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of directors; and
|
•
|
require a super-majority of votes to amend certain of the above-mentioned provisions.
|
•
|
senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes;
|
•
|
equal in right of payment to all of our liabilities that are not so subordinated;
|
•
|
effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
|
•
|
structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
|
•
|
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly, does not protect holders of the notes in the event that we experience adverse changes in our financial condition or results of operations;
|
•
|
limit our subsidiaries’ ability to guarantee or incur indebtedness that would rank structurally senior to the notes;
|
•
|
limit our ability to incur additional indebtedness, including secured indebtedness;
|
•
|
restrict our subsidiaries’ ability to issue securities that would be senior to our equity interests in our subsidiaries and therefore would be structurally senior to the notes;
|
•
|
restrict our ability to repurchase our securities;
|
•
|
restrict our ability to pledge our assets or those of our subsidiaries; or
|
•
|
restrict our ability to make investments or pay dividends or make other payments in respect of our common stock or our other indebtedness.
|
Year ended December 31, 2013
|
|
High
|
|
Low
|
First Quarter
|
|
$19.38
|
|
$14.27
|
Second Quarter
|
|
$19.04
|
|
$16.00
|
Third Quarter
|
|
$23.26
|
|
$16.59
|
Fourth Quarter
|
|
$39.37
|
|
$21.55
|
Year ended December 31, 2012
|
|
High
|
|
Low
|
||||
First Quarter
|
|
|
$16.51
|
|
|
|
$12.60
|
|
Second Quarter
|
|
|
$15.75
|
|
|
|
$12.70
|
|
Third Quarter
|
|
|
$17.15
|
|
|
|
$12.80
|
|
Fourth Quarter
|
|
|
$17.10
|
|
|
|
$13.63
|
|
|
|
Year Ended
|
||||||||||||||||||
|
|
December 31,
2013
|
|
December 31,
2012
|
|
December 31,
2011
|
|
December 31,
2010
|
|
December 31,
2009
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
71,183
|
|
|
$
|
52,334
|
|
|
$
|
42,865
|
|
|
$
|
33,560
|
|
|
$
|
25,412
|
|
Loss from operations
|
|
(18,653
|
)
|
|
(18,071
|
)
|
|
(18,566
|
)
|
|
(14,573
|
)
|
|
(18,037
|
)
|
|||||
Net loss attributed to common stockholders
|
|
(16,526
|
)
|
|
(19,024
|
)
|
|
(32,370
|
)
|
|
(16,902
|
)
|
|
(19,128
|
)
|
|||||
Net loss per share attributed to common stockholders, basic and diluted
|
|
(0.65
|
)
|
|
(0.86
|
)
|
|
(1.81
|
)
|
|
(8.94
|
)
|
|
(11.02
|
)
|
|||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and short and long-term investments
|
|
$
|
86,286
|
|
|
$
|
83,677
|
|
|
$
|
54,967
|
|
|
$
|
5,723
|
|
|
$
|
14,602
|
|
Working capital
|
|
89,354
|
|
|
91,500
|
|
|
51,873
|
|
|
3,705
|
|
|
22,112
|
|
|||||
Total assets
|
|
116,915
|
|
|
113,732
|
|
|
79,326
|
|
|
24,801
|
|
|
32,153
|
|
|||||
Total long-term debt
|
|
—
|
|
|
—
|
|
|
10,138
|
|
|
14,700
|
|
|
14,461
|
|
|||||
Convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,550
|
|
|
183,845
|
|
|||||
Total stockholders’ equity (deficit)
|
|
96,414
|
|
|
100,657
|
|
|
56,897
|
|
|
(189,167
|
)
|
|
(173,619
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Instruments
|
|
|
$41,053
|
|
|
|
$29,152
|
|
|
|
$25,190
|
|
Consumables
|
|
29,145
|
|
|
22,336
|
|
|
15,391
|
|
|||
Product revenue
|
|
70,198
|
|
|
51,488
|
|
|
40,581
|
|
|||
License and collaboration revenue
|
|
327
|
|
|
185
|
|
|
1,716
|
|
|||
Grant revenue
|
|
658
|
|
|
661
|
|
|
568
|
|
|||
Total revenue
|
|
|
$71,183
|
|
|
|
$52,334
|
|
|
|
$42,865
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
United States
|
|
|
$36,308
|
|
|
52
|
%
|
|
|
$27,325
|
|
|
53
|
%
|
|
|
$21,644
|
|
|
53
|
%
|
Europe
|
|
18,472
|
|
|
26
|
%
|
|
13,086
|
|
|
26
|
%
|
|
10,499
|
|
|
26
|
%
|
|||
Japan
|
|
6,639
|
|
|
10
|
%
|
|
3,840
|
|
|
7
|
%
|
|
3,942
|
|
|
10
|
%
|
|||
Asia Pacific
|
|
6,564
|
|
|
9
|
%
|
|
6,321
|
|
|
12
|
%
|
|
3,698
|
|
|
9
|
%
|
|||
Other
|
|
2,215
|
|
|
3
|
%
|
|
916
|
|
|
2
|
%
|
|
798
|
|
|
2
|
%
|
|||
Total
|
|
|
$70,198
|
|
|
100
|
%
|
|
|
$51,488
|
|
|
100
|
%
|
|
|
$40,581
|
|
|
100
|
%
|
|
|
Year Ended
|
||||||
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
Cost of product revenue
|
|
$
|
20,204
|
|
|
$
|
15,325
|
|
Product margin
|
|
71
|
%
|
|
70
|
%
|
|
|
Year Ended
|
||||||
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
Research and development
|
|
$
|
19,953
|
|
|
$
|
16,602
|
|
Selling, general and administrative
|
|
48,412
|
|
|
38,478
|
|
||
Litigation settlement
|
|
1,267
|
|
|
—
|
|
||
Total operating expenses
|
|
$
|
69,632
|
|
|
$
|
55,080
|
|
|
|
Year Ended
|
||||||
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
Interest expense
|
|
$
|
(14
|
)
|
|
$
|
(628
|
)
|
Gain from sale of investment in Verinata
|
|
1,777
|
|
|
—
|
|
||
Other income (expense), net
|
|
501
|
|
|
(189
|
)
|
|
|
Year Ended
|
||||||
|
|
December 31,
2012
|
|
December 31,
2011
|
||||
Cost of product revenue
|
|
$
|
15,325
|
|
|
$
|
13,191
|
|
Product margin
|
|
70
|
%
|
|
67
|
%
|
|
|
Year Ended
|
||||||
|
|
December 31,
2012
|
|
December 31,
2011
|
||||
Research and development
|
|
$
|
16,602
|
|
|
$
|
13,936
|
|
Selling, general and administrative
|
|
38,478
|
|
|
31,304
|
|
||
Litigation settlement
|
|
—
|
|
|
3,000
|
|
||
Total operating expenses
|
|
$
|
55,080
|
|
|
$
|
48,240
|
|
|
|
Year Ended
|
||||||
|
|
December 31,
2012
|
|
December 31,
2011
|
||||
Interest expense
|
|
$
|
(628
|
)
|
|
$
|
(3,101
|
)
|
Loss from changes in the fair value of convertible preferred stock warrants, net
|
|
—
|
|
|
(1,483
|
)
|
||
Gain from extinguishment of convertible preferred stock warrants
|
|
—
|
|
|
765
|
|
||
Other (expense) income, net
|
|
(189
|
)
|
|
81
|
|
||
Deemed dividend related to the change in conversion rate of Series E convertible preferred stock
|
|
—
|
|
|
(9,900
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flow summary
|
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
|
$
|
(1,591
|
)
|
|
$
|
(17,478
|
)
|
|
$
|
(17,542
|
)
|
Net cash (used in) provided by investing activities
|
|
(27,565
|
)
|
|
14,001
|
|
|
(45,110
|
)
|
|||
Net cash provided by financing activities
|
|
5,806
|
|
|
48,521
|
|
|
70,367
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(23,388
|
)
|
|
45,096
|
|
|
7,830
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Operating lease obligations
|
|
$
|
14,708
|
|
|
$
|
2,077
|
|
|
$
|
6,415
|
|
|
$
|
4,242
|
|
|
$
|
1,974
|
|
Purchase obligations
|
|
8,650
|
|
|
8,513
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
23,358
|
|
|
$
|
10,590
|
|
|
$
|
6,552
|
|
|
$
|
4,242
|
|
|
$
|
1,974
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
35,261
|
|
|
$
|
58,649
|
|
Short-term investments
|
|
49,083
|
|
|
21,362
|
|
||
Accounts receivable (net of allowances of $36 and $448 at December 31, 2013 and 2012, respectively)
|
|
10,552
|
|
|
12,900
|
|
||
Inventories
|
|
8,148
|
|
|
7,169
|
|
||
Prepaid expenses and other current assets
|
|
1,540
|
|
|
1,131
|
|
||
Total current assets
|
|
104,584
|
|
|
101,211
|
|
||
Long-term investments
|
|
1,942
|
|
|
3,666
|
|
||
Property and equipment, net
|
|
6,818
|
|
|
4,974
|
|
||
Other non-current assets
|
|
3,571
|
|
|
3,881
|
|
||
Total assets
|
|
$
|
116,915
|
|
|
$
|
113,732
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
4,353
|
|
|
$
|
2,555
|
|
Accrued compensation and related benefits
|
|
5,485
|
|
|
2,877
|
|
||
Other accrued liabilities
|
|
5,392
|
|
|
4,279
|
|
||
Deferred revenue, current portion
|
|
2,721
|
|
|
1,886
|
|
||
Total current liabilities
|
|
17,951
|
|
|
11,597
|
|
||
Deferred revenue, net of current portion
|
|
1,899
|
|
|
1,241
|
|
||
Other non-current liabilities
|
|
651
|
|
|
237
|
|
||
Total liabilities
|
|
20,501
|
|
|
13,075
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2013 or 2012
|
|
—
|
|
|
—
|
|
||
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2013 and 2012; 25,811 and 25,115 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
|
26
|
|
|
25
|
|
||
Additional paid-in capital
|
|
354,465
|
|
|
342,222
|
|
||
Accumulated other comprehensive loss
|
|
(730
|
)
|
|
(769
|
)
|
||
Accumulated deficit
|
|
(257,347
|
)
|
|
(240,821
|
)
|
||
Total stockholders’ equity
|
|
96,414
|
|
|
100,657
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
116,915
|
|
|
$
|
113,732
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
|
$
|
70,198
|
|
|
$
|
51,488
|
|
|
$
|
40,581
|
|
License and collaboration revenue
|
|
327
|
|
|
185
|
|
|
1,716
|
|
|||
Grant revenue
|
|
658
|
|
|
661
|
|
|
568
|
|
|||
Total revenue
|
|
71,183
|
|
|
52,334
|
|
|
42,865
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
|
20,204
|
|
|
15,325
|
|
|
13,191
|
|
|||
Research and development
|
|
19,953
|
|
|
16,602
|
|
|
13,936
|
|
|||
Selling, general and administrative
|
|
48,412
|
|
|
38,478
|
|
|
31,304
|
|
|||
Litigation settlement
|
|
1,267
|
|
|
—
|
|
|
3,000
|
|
|||
Total costs and expenses
|
|
89,836
|
|
|
70,405
|
|
|
61,431
|
|
|||
Loss from operations
|
|
(18,653
|
)
|
|
(18,071
|
)
|
|
(18,566
|
)
|
|||
Interest expense
|
|
(14
|
)
|
|
(628
|
)
|
|
(3,101
|
)
|
|||
Gain from sale of investment in Verinata
|
|
1,777
|
|
|
—
|
|
|
—
|
|
|||
Loss from changes in the fair value of convertible preferred stock warrants, net
|
|
—
|
|
|
—
|
|
|
(1,483
|
)
|
|||
Gain from extinguishment of convertible preferred stock warrants
|
|
—
|
|
|
—
|
|
|
765
|
|
|||
Other income (expense), net
|
|
501
|
|
|
(189
|
)
|
|
81
|
|
|||
Loss before income taxes
|
|
(16,389
|
)
|
|
(18,888
|
)
|
|
(22,304
|
)
|
|||
Provision for income taxes
|
|
(137
|
)
|
|
(136
|
)
|
|
(166
|
)
|
|||
Net loss
|
|
(16,526
|
)
|
|
(19,024
|
)
|
|
(22,470
|
)
|
|||
Deemed dividend related to the change in conversion rate of Series E convertible preferred stock
|
|
—
|
|
|
—
|
|
|
(9,900
|
)
|
|||
Net loss attributed to common stockholders
|
|
$
|
(16,526
|
)
|
|
$
|
(19,024
|
)
|
|
$
|
(32,370
|
)
|
Net loss per share attributed to common stockholders, basic and diluted
|
|
$
|
(0.65
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(1.81
|
)
|
Shares used in computing net loss per share attributed to common stockholders, basic and diluted
|
|
25,479
|
|
|
22,136
|
|
|
17,847
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net loss
|
|
$
|
(16,526
|
)
|
|
$
|
(19,024
|
)
|
|
$
|
(22,470
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
30
|
|
|
(19
|
)
|
|
10
|
|
|||
Unrealized gain on investments, net
|
|
9
|
|
|
4
|
|
|
14
|
|
|||
Other comprehensive income (loss)
|
|
39
|
|
|
(15
|
)
|
|
24
|
|
|||
Comprehensive loss
|
|
$
|
(16,487
|
)
|
|
$
|
(19,039
|
)
|
|
$
|
(22,446
|
)
|
|
|
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
(Deficit)
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2010
|
|
10,296
|
|
|
$
|
184,550
|
|
|
|
1,937
|
|
|
$
|
2
|
|
|
$
|
10,936
|
|
|
$
|
(778
|
)
|
|
$
|
(199,327
|
)
|
|
$
|
(189,167
|
)
|
Issuance of common stock from initial public offering, net of issuance costs of $9,346
|
|
—
|
|
|
—
|
|
|
|
6,392
|
|
|
6
|
|
|
76,940
|
|
|
—
|
|
|
—
|
|
|
76,946
|
|
||||||
Change in conversion rate of Series E convertible preferred stock
|
|
—
|
|
|
9,900
|
|
|
|
—
|
|
|
—
|
|
|
(9,900
|
)
|
|
—
|
|
|
—
|
|
|
(9,900
|
)
|
||||||
Conversion of convertible preferred stock into common stock at initial public offering
|
|
(10,296
|
)
|
|
(194,450
|
)
|
|
|
11,480
|
|
|
12
|
|
|
194,438
|
|
|
—
|
|
|
—
|
|
|
194,450
|
|
||||||
Issuance of common stock upon exercise of warrants
|
|
—
|
|
|
—
|
|
|
|
174
|
|
|
—
|
|
|
1,392
|
|
|
—
|
|
|
—
|
|
|
1,392
|
|
||||||
Conversion of warrants from warrants for preferred stock to warrants for common stock
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
||||||
Issuance of common stock upon exercise of stock options for cash and for vesting of stock options that were early exercised
|
|
—
|
|
|
—
|
|
|
|
338
|
|
|
—
|
|
|
1,288
|
|
|
—
|
|
|
—
|
|
|
1,288
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,799
|
|
|
—
|
|
|
—
|
|
|
2,799
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,470
|
)
|
|
(22,470
|
)
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
Balance at December 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
|
20,321
|
|
|
$
|
20
|
|
|
$
|
279,428
|
|
|
$
|
(754
|
)
|
|
$
|
(221,797
|
)
|
|
$
|
56,897
|
|
|
|
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
|
20,321
|
|
|
$
|
20
|
|
|
$
|
279,428
|
|
|
$
|
(754
|
)
|
|
$
|
(221,797
|
)
|
|
$
|
56,897
|
|
Issuance of common stock, net of issuance costs of $3,970
|
|
—
|
|
|
—
|
|
|
|
4,209
|
|
|
4
|
|
|
56,004
|
|
|
—
|
|
|
—
|
|
|
56,008
|
|
||||||
Issuance of common stock upon exercise of stock options for cash
|
|
—
|
|
|
—
|
|
|
|
585
|
|
|
1
|
|
|
2,702
|
|
|
—
|
|
|
—
|
|
|
2,703
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,088
|
|
|
—
|
|
|
—
|
|
|
4,088
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,024
|
)
|
|
(19,024
|
)
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Balance at December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
|
25,115
|
|
|
$
|
25
|
|
|
$
|
342,222
|
|
|
$
|
(769
|
)
|
|
$
|
(240,821
|
)
|
|
$
|
100,657
|
|
|
|
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
|
25,115
|
|
|
$
|
25
|
|
|
$
|
342,222
|
|
|
$
|
(769
|
)
|
|
$
|
(240,821
|
)
|
|
$
|
100,657
|
|
Issuance of common stock upon exercise of stock options for cash
|
|
—
|
|
|
—
|
|
|
|
696
|
|
|
1
|
|
|
5,805
|
|
|
—
|
|
|
—
|
|
|
5,806
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6,438
|
|
|
—
|
|
|
—
|
|
|
6,438
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,526
|
)
|
|
(16,526
|
)
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Balance at December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
|
25,811
|
|
|
$
|
26
|
|
|
$
|
354,465
|
|
|
$
|
(730
|
)
|
|
$
|
(257,347
|
)
|
|
$
|
96,414
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(16,526
|
)
|
|
$
|
(19,024
|
)
|
|
$
|
(22,470
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
2,551
|
|
|
2,139
|
|
|
1,410
|
|
|||
Stock-based compensation expense
|
|
6,438
|
|
|
4,088
|
|
|
2,799
|
|
|||
Loss from changes in the fair value of convertible preferred stock warrants, net
|
|
—
|
|
|
—
|
|
|
1,483
|
|
|||
Loss on disposal of property and equipment
|
|
296
|
|
|
26
|
|
|
—
|
|
|||
Gain from sale of investment in Verinata
|
|
(1,777
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from extinguishment of convertible preferred stock warrants
|
|
—
|
|
|
—
|
|
|
(765
|
)
|
|||
Write-off of debt discount upon note repayment
|
|
—
|
|
|
—
|
|
|
1,157
|
|
|||
Amortization of debt discount and issuance cost
|
|
—
|
|
|
52
|
|
|
182
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
2,412
|
|
|
(3,702
|
)
|
|
(1,222
|
)
|
|||
Inventories
|
|
(1,533
|
)
|
|
(1,682
|
)
|
|
(1,077
|
)
|
|||
Prepaid expenses and other assets
|
|
(882
|
)
|
|
201
|
|
|
(471
|
)
|
|||
Accounts payable
|
|
1,802
|
|
|
(1,815
|
)
|
|
540
|
|
|||
Deferred revenue
|
|
1,640
|
|
|
449
|
|
|
916
|
|
|||
Other liabilities
|
|
3,988
|
|
|
1,790
|
|
|
(24
|
)
|
|||
Net cash used in operating activities
|
|
(1,591
|
)
|
|
(17,478
|
)
|
|
(17,542
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(59,436
|
)
|
|
(35,385
|
)
|
|
(71,379
|
)
|
|||
Proceeds from sales and maturities of investments
|
|
33,440
|
|
|
51,770
|
|
|
29,966
|
|
|||
Proceeds from sale of investment in Verinata
|
|
3,117
|
|
|
—
|
|
|
—
|
|
|||
Purchase of intangible assets
|
|
(1,240
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment
|
|
(3,446
|
)
|
|
(2,384
|
)
|
|
(1,676
|
)
|
|||
License agreement rights
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||
Decrease in restricted cash
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(27,565
|
)
|
|
14,001
|
|
|
(45,110
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net of issuance costs
|
|
—
|
|
|
56,008
|
|
|
76,946
|
|
|||
Proceeds from exercise of stock options
|
|
5,806
|
|
|
2,703
|
|
|
1,288
|
|
|||
Proceeds from note
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Repayment of note
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||
Repayment of long-term debt
|
|
—
|
|
|
(10,190
|
)
|
|
(4,742
|
)
|
|||
Proceeds from line of credit
|
|
—
|
|
|
1,875
|
|
|
—
|
|
|||
Repayment of line of credit
|
|
—
|
|
|
(1,875
|
)
|
|
(3,125
|
)
|
|||
Net cash provided by financing activities
|
|
5,806
|
|
|
48,521
|
|
|
70,367
|
|
|||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
(38
|
)
|
|
52
|
|
|
115
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(23,388
|
)
|
|
$
|
45,096
|
|
|
$
|
7,830
|
|
Cash and cash equivalents at beginning of period
|
|
58,649
|
|
|
13,553
|
|
|
5,723
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
35,261
|
|
|
$
|
58,649
|
|
|
$
|
13,553
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
7
|
|
|
$
|
579
|
|
|
$
|
1,715
|
|
Cash paid for income taxes
|
|
$
|
242
|
|
|
$
|
181
|
|
|
$
|
42
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Conversion of convertible preferred stock to common stock upon initial public offering
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,550
|
|
Conversion of convertible preferred stock warrants to common stock warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,535
|
|
Issuance of convertible preferred stock warrants in connection with note and warrant agreement and long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,157
|
|
Issuance of common stock in connection with net exercise of convertible preferred stock warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,392
|
|
Extinguishment of convertible preferred stock warrants upon initial public offering
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
765
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds (See Note 4)
|
|
$
|
17,547
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,547
|
|
|
$
|
17
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17
|
|
U.S. government and agency securities
|
|
0
|
|
|
51,025
|
|
|
0
|
|
|
51,025
|
|
|
0
|
|
|
26,579
|
|
|
0
|
|
|
26,579
|
|
||||||||
Total assets measured at fair value
|
|
$
|
17,547
|
|
|
$
|
51,025
|
|
|
$
|
0
|
|
|
$
|
68,572
|
|
|
$
|
17
|
|
|
$
|
26,579
|
|
|
$
|
0
|
|
|
$
|
26,596
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
U.S. government and agency securities
|
|
$
|
51,012
|
|
|
$
|
17
|
|
|
$
|
(4
|
)
|
|
$
|
51,025
|
|
|
|
At December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Options to purchase common stock
|
|
3,432
|
|
|
2,945
|
|
|
2,491
|
|
|
Amortized Cost
and
Estimated Fair
Value
|
||
As of December 31, 2013:
|
|
||
Cash
|
$
|
17,714
|
|
Money market funds
|
17,547
|
|
|
|
$
|
35,261
|
|
As of December 31, 2012:
|
|
||
Cash
|
$
|
57,082
|
|
U.S. government and agency security
|
1,550
|
|
|
Money market funds
|
17
|
|
|
|
$
|
58,649
|
|
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
Raw Materials
|
|
$
|
2,650
|
|
|
$
|
2,846
|
|
Work-in-process
|
|
1,627
|
|
|
1,369
|
|
||
Finished Goods
|
|
3,871
|
|
|
2,954
|
|
||
|
|
$
|
8,148
|
|
|
$
|
7,169
|
|
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
Computer equipment and software
|
|
$
|
2,728
|
|
|
$
|
2,373
|
|
Laboratory and manufacturing equipment
|
|
13,972
|
|
|
12,845
|
|
||
Leasehold improvements
|
|
1,485
|
|
|
991
|
|
||
Office furniture and fixtures
|
|
822
|
|
|
577
|
|
||
|
|
19,007
|
|
|
16,786
|
|
||
Less accumulated depreciation and amortization
|
|
(14,470
|
)
|
|
(12,953
|
)
|
||
Construction-in-progress
|
|
2,281
|
|
|
1,141
|
|
||
Property and equipment, net
|
|
$
|
6,818
|
|
|
$
|
4,974
|
|
Years ending December 31:
|
|
||
2014
|
$
|
2,077
|
|
2015
|
2,235
|
|
|
2016
|
2,103
|
|
|
2017
|
2,077
|
|
|
2018
|
2,100
|
|
|
Thereafter
|
4,116
|
|
|
Total minimum payments
|
$
|
14,708
|
|
|
|
|
|
Outstanding Options
|
||||||
|
|
Shares Available
for Grant |
|
Number of
Shares |
|
Weighted-Average
Exercise Price per Share |
||||
Balance as of December 31, 2012
|
|
445
|
|
|
2,945
|
|
|
$
|
10.88
|
|
Additional shares authorized
|
|
1,000
|
|
|
—
|
|
|
|
||
Options granted
|
|
(1,273
|
)
|
|
1,273
|
|
|
$
|
18.13
|
|
Options exercised
|
|
—
|
|
|
(696
|
)
|
|
$
|
8.35
|
|
Options canceled
|
|
90
|
|
|
(90
|
)
|
|
$
|
14.41
|
|
Balance as of December 31, 2013
|
|
262
|
|
|
3,432
|
|
|
$
|
13.99
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected volatility
|
|
57.1
|
%
|
|
57.6
|
%
|
|
57.6
|
%
|
|||
Expected life
|
|
5.9 years
|
|
|
5.9 years
|
|
|
5.9 years
|
|
|||
Risk-free interest rate
|
|
1.2
|
%
|
|
1.1
|
%
|
|
1.9
|
%
|
|||
Dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|||
Weighted-average fair value of options granted
|
|
$
|
9.62
|
|
|
$
|
7.90
|
|
|
$
|
6.44
|
|
|
|
Options Outstanding
|
||||||
Exercise Price Per Share
|
|
Number of
Shares |
|
Weighted-Average Remaining Contractual Life
|
|
Options Exercisable
|
||
|
|
(In Thousands)
|
|
(In Years)
|
|
(In Thousands)
|
||
$2.42 - $3.39
|
|
76
|
|
|
1.1
|
|
76
|
|
$4.08 - $4.08
|
|
89
|
|
|
5.9
|
|
89
|
|
$4.45 - $4.45
|
|
295
|
|
|
6.2
|
|
277
|
|
$8.23 - $8.37
|
|
262
|
|
|
7.0
|
|
200
|
|
$13.01 - $13.08
|
|
176
|
|
|
7.7
|
|
126
|
|
$13.16 - $14.90
|
|
841
|
|
|
7.9
|
|
405
|
|
$15.04 - $21.94
|
|
1,649
|
|
|
8.9
|
|
437
|
|
$29.87 - $38.28
|
|
44
|
|
|
9.9
|
|
—
|
|
|
|
3,432
|
|
|
8.0
|
|
1,610
|
|
|
|
Number of
shares |
|
Weighted-Average
Exercise Price per Share |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value (1) |
|||||
|
|
(In Thousands)
|
|
|
|
(In Years)
|
|
(In Thousands)
|
|||||
Vested
|
|
1,610
|
|
|
$
|
11.35
|
|
|
7.2
|
|
$
|
43,343
|
|
Expected to vest, net of forfeitures
|
|
1,750
|
|
|
$
|
16.34
|
|
|
8.6
|
|
38,395
|
|
|
Total vested and expected to vest, net of forfeitures
|
|
3,360
|
|
|
$
|
13.95
|
|
|
8.0
|
|
$
|
81,738
|
|
(1)
|
Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of
2013
, which was
$38.28
, and the exercise price of the options, multiplied by the number of in-the-money options.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
|
|
($16,205
|
)
|
|
|
($18,017
|
)
|
|
|
($20,815
|
)
|
International
|
|
(184
|
)
|
|
(871
|
)
|
|
(1,489
|
)
|
|||
Loss before income taxes
|
|
|
($16,389
|
)
|
|
|
($18,888
|
)
|
|
|
($22,304
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current
|
|
|
|
|
|
|
||||||
State
|
|
|
($24
|
)
|
|
|
($12
|
)
|
|
|
($4
|
)
|
Foreign
|
|
(113
|
)
|
|
(124
|
)
|
|
(162
|
)
|
|||
Total provision for income taxes
|
|
|
($137
|
)
|
|
|
($136
|
)
|
|
|
($166
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Tax benefit at federal statutory rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State tax expense, net of federal benefit
|
|
5.6
|
|
|
(1.7
|
)
|
|
3.6
|
|
Foreign tax expense
|
|
(3.3
|
)
|
|
(0.3
|
)
|
|
(2.5
|
)
|
Change in valuation allowance
|
|
(34.6
|
)
|
|
(28.0
|
)
|
|
(32.2
|
)
|
Federal R&D Credit
|
|
6.9
|
|
|
—
|
|
|
1.2
|
|
Unrecognized tax benefit
|
|
(4.5
|
)
|
|
(3.4
|
)
|
|
(1.9
|
)
|
Return to provision reconciliation
|
|
(2.8
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
Other, net
|
|
(2.1
|
)
|
|
(1.6
|
)
|
|
(2.8
|
)
|
Effective tax rate
|
|
(0.8
|
)%
|
|
(0.7
|
)%
|
|
(0.8
|
)%
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
82,230
|
|
|
$
|
79,797
|
|
Reserves and accruals
|
|
2,467
|
|
|
1,672
|
|
||
Depreciation and amortization
|
|
283
|
|
|
355
|
|
||
Tax credit carryforwards
|
|
7,898
|
|
|
6,639
|
|
||
Stock-based compensation
|
|
3,397
|
|
|
2,149
|
|
||
Total deferred tax assets
|
|
96,275
|
|
|
90,612
|
|
||
Valuation allowance
|
|
(96,275
|
)
|
|
(90,612
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31, 2010
|
|
$4,796
|
|
Increases in balances related to tax positions taken during current period
|
652
|
|
|
December 31, 2011
|
5,448
|
|
|
Increases in balances related to tax positions taken during current period
|
903
|
|
|
December 31, 2012
|
6,351
|
|
|
Increases in balances related to tax positions taken during current period
|
1,044
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(547
|
)
|
|
December 31, 2013
|
|
$6,848
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
|
$36,308
|
|
|
|
$27,325
|
|
|
|
$21,644
|
|
Europe
|
|
18,472
|
|
|
13,086
|
|
|
10,499
|
|
|||
Asia-Pacific
|
|
6,564
|
|
|
6,321
|
|
|
3,698
|
|
|||
Japan
|
|
6,639
|
|
|
3,840
|
|
|
3,942
|
|
|||
Other
|
|
2,215
|
|
|
916
|
|
|
798
|
|
|||
Total
|
|
|
$70,198
|
|
|
|
$51,488
|
|
|
|
$40,581
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
United States
|
|
|
$2,967
|
|
|
|
$1,968
|
|
|
|
$1,502
|
|
Singapore
|
|
3,741
|
|
|
2,961
|
|
|
1,720
|
|
|||
Japan
|
|
32
|
|
|
18
|
|
|
23
|
|
|||
Europe
|
|
64
|
|
|
27
|
|
|
11
|
|
|||
Asia-Pacific
|
|
14
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
|
$6,818
|
|
|
|
$4,974
|
|
|
|
$3,256
|
|
2013
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
14,535
|
|
|
$
|
17,480
|
|
|
$
|
18,287
|
|
|
$
|
20,881
|
|
Net loss
|
|
$
|
(3,551
|
)
|
|
$
|
(4,046
|
)
|
|
$
|
(4,286
|
)
|
|
$
|
(4,643
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.14
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.18
|
)
|
2012
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
10,945
|
|
|
$
|
12,948
|
|
|
$
|
12,782
|
|
|
$
|
15,659
|
|
Net loss
|
|
$
|
(6,690
|
)
|
|
$
|
(4,580
|
)
|
|
$
|
(4,152
|
)
|
|
$
|
(3,602
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.33
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.14
|
)
|
|
|
In thousands
|
||||||||||||||
|
|
Balance at
Beginning of
Period
|
|
Additions/
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
448
|
|
|
$
|
4
|
|
|
$
|
(416
|
)
|
|
$
|
36
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
366
|
|
|
$
|
97
|
|
|
$
|
(15
|
)
|
|
$
|
448
|
|
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
467
|
|
|
$
|
12
|
|
|
$
|
(113
|
)
|
|
$
|
366
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
Agreement and Plan of Merger dated January 28, 2014 by and among Fluidigm Corporation, DVS Sciences, Inc., Dawid Merger Sub, Inc. and Shareholder Representative Services LLC.
|
|
8-K
|
|
2.1
|
|
1/29/2014
|
3.1
|
|
Eighth Amended and Restated Certificate of Incorporation of Fluidigm Corporation filed on February 15, 2011.
|
|
10-K
|
|
3.1
|
|
3/28/2011
|
3.2
|
|
Amended and Restated Bylaws of Fluidigm Corporation effective as of February 9, 2011.
|
|
10-K
|
|
3.2
|
|
3/28/2011
|
4.1
|
|
Specimen Common Stock Certificate of Fluidigm Corporation.
|
|
S-1/A
|
|
4.1
|
|
2/7/2011
|
4.2
|
|
Indenture, dated as of February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.1
|
|
2/4/2014
|
4.3
|
|
First Supplemental Indenture, dated as of February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.2
|
|
2/4/2014
|
4.4
|
|
Form of Global Note (included in Exhibit 4.3).
|
|
8-K
|
|
4.3
|
|
2/4/2014
|
4.5
|
|
Ninth Amended and Restated Investor Rights Agreement between the registrant and certain holders of the registrant’s capital stock named therein, including amendments No. 1, No. 2 and No. 3.
|
|
S-1
|
|
4.5
|
|
12/3/2010
|
4.6
|
|
Reserved.
|
|
|
|
|
|
|
4.7
|
|
Reserved.
|
|
|
|
|
|
|
4.8
|
|
Business Financing Agreement between the registrant and Bridge Bank, National Association, dated as of December 16, 2010.
|
|
S-1/A
|
|
4.8
|
|
1/28/2011
|
4.8A
|
|
Business Financing Modification Agreement dated March 31, 2011, by and between Bridge Bank, National Association, and the registrant.
|
|
8-K
|
|
4.8A
|
|
4/4/2011
|
4.8B
|
|
Business Financing Modification Agreement dated December 21, 2012, by and between Bridge Bank, National Association and Fluidigm Corporation.
|
|
8-K
|
|
4.8B
|
|
12/27/2012
|
4.8C
|
|
Business Financing Modification Agreement dated January 29, 2014, by and between Bridge Bank, National Association and Fluidigm Corporation.
|
|
8-K
|
|
10.1
|
|
1/29/2014
|
10.1
|
|
Form of Indemnification Agreement between the registrant and its directors and officers.
|
|
S-1/A
|
|
10.1
|
|
1/28/2011
|
10.2#
|
|
1999 Stock Option Plan of the registrant, as amended.
|
|
S-1
|
|
10.2
|
|
12/3/2010
|
10.2A#
|
|
Forms of agreements under the 1999 Stock Option Plan.
|
|
S-1
|
|
10.2A
|
|
12/3/2010
|
10.3#
|
|
2009 Equity Incentive Plan of the registrant, as amended.
|
|
S-1
|
|
10.3
|
|
12/3/2010
|
10.3A#
|
|
Forms of agreements under the 2009 Equity Incentive Plan.
|
|
S-1
|
|
10.3A
|
|
12/3/2010
|
10.4#
|
|
2011 Equity Incentive Plan of the registrant.
|
|
S-1/A
|
|
10.4
|
|
1/28/2011
|
10.4A#
|
|
Forms of agreements under the 2011 Equity Incentive Plan.
|
|
S-1/A
|
|
10.4A
|
|
1/28/2011
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.5†
|
|
Second Amended and Restated License Agreement by and between California Institute of Technology and the registrant effective as of May 1, 2004.
|
|
S-1
|
|
10.5
|
|
12/3/2010
|
10.5A†
|
|
First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement by and between California Institute of Technology and the registrant effective as of May 1, 2004.
|
|
S-1
|
|
10.5A
|
|
12/3/2010
|
10.6†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.6
|
|
12/3/2010
|
10.6A†
|
|
First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.6A
|
|
12/3/2010
|
10.7†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.7
|
|
12/3/2010
|
10.8†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.8
|
|
12/3/2010
|
10.9†
|
|
Letter Agreement between President and Fellows of Harvard College and the registrant dated December 22, 2004.
|
|
S-1
|
|
10.9
|
|
12/3/2010
|
10.10
|
|
Reserved.
|
|
|
|
|
|
|
10.11
|
|
Reserved.
|
|
|
|
|
|
|
10.12
|
|
Reserved.
|
|
|
|
|
|
|
10.13
|
|
Reserved.
|
|
|
|
|
|
|
10.14#
|
|
Form of Amended and Restated Employment and Severance Agreement between the registrant and each of its executive officers.
|
|
8-K
|
|
10.14
|
|
12/11/2012
|
10.15
|
|
Reserved.
|
|
|
|
|
|
|
10.16
|
|
Reserved.
|
|
|
|
|
|
|
10.17#
|
|
Offer Letter to Vikram Jog dated January 29, 2008.
|
|
S-1
|
|
10.17
|
|
12/3/2010
|
10.18#
|
|
Offer Letter dated May 3, 2010 to Fredric Walder and Addendum thereto dated November 8, 2010.
|
|
8-K
|
|
10.18
|
|
4/4/2011
|
10.19
|
|
Lease Agreement between ARE - San Francisco No. 17 LLC and the registrant, dated September 14, 2010, as amended September 22, 2010.
|
|
S-1/A
|
|
10.19
|
|
1/7/2011
|
10.19A
|
|
Second Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and the registrant, dated April 9, 2013.
|
|
10-Q
|
|
10.19A
|
|
5/9/2013
|
10.20
|
|
Tenancy for Flatted Factory Space in Singapore between JTC Corporation and the registrant dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.
|
|
S-1
|
|
10.20
|
|
12/3/2010
|
10.21
|
|
Offer of Tenancy for Facility Lease between Fluidigm Singapore Pte. Ltd. and SBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust dated October 14, 2013.
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.22
|
|
Reserved.
|
|
|
|
|
|
|
10.23
|
|
Reserved.
|
|
|
|
|
|
|
10.24
|
|
Reserved.
|
|
|
|
|
|
|
10.25#
|
|
Executive Bonus Plan.
|
|
10-K
|
|
10.25
|
|
3/28/2011
|
10.26
|
|
Reserved.
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLUIDIGM CORPORATION
|
||||
|
|
|
|||
Dated: March 12, 2014
|
By:
|
|
/s/ Gajus V. Worthington
|
||
|
|
|
|
|
Gajus V. Worthington
|
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Gajus V. Worthington
|
|
President and Chief Executive Officer (Principal Executive Officer); Director
|
|
March 12, 2014
|
Gajus V. Worthington
|
|
|
|
|
/s/ Vikram Jog
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 12, 2014
|
Vikram Jog
|
|
|
||
/s/ Samuel D. Colella
|
|
Chairman of the Board of Directors
|
|
March 12, 2014
|
Samuel D. Colella
|
|
|
||
/s/ Gerhard F. Burbach
|
|
Director
|
|
March 12, 2014
|
Gerhard F. Burbach
|
|
|
||
/s/ Evan Jones
|
|
Director
|
|
March 12, 2014
|
Evan Jones
|
|
|
||
/s/ Patrick S. Jones
|
|
Director
|
|
March 12, 2014
|
Patrick S. Jones
|
|
|
||
/s/ John A. Young
|
|
Director
|
|
March 12, 2014
|
John A. Young
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
Agreement and Plan of Merger dated January 28, 2014 by and among Fluidigm Corporation, DVS Sciences, Inc., Dawid Merger Sub, Inc. and Shareholder Representative Services LLC.
|
|
8-K
|
|
2.1
|
|
1/29/2014
|
3.1
|
|
Eighth Amended and Restated Certificate of Incorporation of Fluidigm Corporation filed on February 15, 2011.
|
|
10-K
|
|
3.1
|
|
3/28/2011
|
3.2
|
|
Amended and Restated Bylaws of Fluidigm Corporation effective as of February 9, 2011.
|
|
10-K
|
|
3.2
|
|
3/28/2011
|
4.1
|
|
Specimen Common Stock Certificate of Fluidigm Corporation.
|
|
S-1/A
|
|
4.1
|
|
2/7/2011
|
4.2
|
|
Indenture, dated as of February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.1
|
|
2/4/2014
|
4.3
|
|
First Supplemental Indenture, dated as of February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.2
|
|
2/4/2014
|
4.4
|
|
Form of Global Note (included in Exhibit 4.3).
|
|
8-K
|
|
4.3
|
|
2/4/2014
|
4.5
|
|
Ninth Amended and Restated Investor Rights Agreement between the registrant and certain holders of the registrant’s capital stock named therein, including amendments No. 1, No. 2 and No. 3.
|
|
S-1
|
|
4.5
|
|
12/3/2010
|
4.6
|
|
Reserved.
|
|
|
|
|
|
|
4.7
|
|
Reserved.
|
|
|
|
|
|
|
4.8
|
|
Business Financing Agreement between the registrant and Bridge Bank, National Association, dated as of December 16, 2010.
|
|
S-1/A
|
|
4.8
|
|
1/28/2011
|
4.8A
|
|
Business Financing Modification Agreement dated March 31, 2011, by and between Bridge Bank, National Association, and the registrant.
|
|
8-K
|
|
4.8A
|
|
4/4/2011
|
4.8B
|
|
Business Financing Modification Agreement dated December 21, 2012, by and between Bridge Bank, National Association and Fluidigm Corporation.
|
|
8-K
|
|
4.8B
|
|
12/27/2012
|
4.8C
|
|
Business Financing Modification Agreement dated January 29, 2014, by and between Bridge Bank, National Association and Fluidigm Corporation.
|
|
8-K
|
|
10.1
|
|
1/29/2014
|
10.1
|
|
Form of Indemnification Agreement between the registrant and its directors and officers.
|
|
S-1/A
|
|
10.1
|
|
1/28/2011
|
10.2#
|
|
1999 Stock Option Plan of the registrant, as amended.
|
|
S-1
|
|
10.2
|
|
12/3/2010
|
10.2A#
|
|
Forms of agreements under the 1999 Stock Option Plan.
|
|
S-1
|
|
10.2A
|
|
12/3/2010
|
10.3#
|
|
2009 Equity Incentive Plan of the registrant, as amended.
|
|
S-1
|
|
10.3
|
|
12/3/2010
|
10.3A#
|
|
Forms of agreements under the 2009 Equity Incentive Plan.
|
|
S-1
|
|
10.3A
|
|
12/3/2010
|
10.4#
|
|
2011 Equity Incentive Plan of the registrant.
|
|
S-1/A
|
|
10.4
|
|
1/28/2011
|
10.4A#
|
|
Forms of agreements under the 2011 Equity Incentive Plan.
|
|
S-1/A
|
|
10.4A
|
|
1/28/2011
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.5†
|
|
Second Amended and Restated License Agreement by and between California Institute of Technology and the registrant effective as of May 1, 2004.
|
|
S-1
|
|
10.5
|
|
12/3/2010
|
10.5A†
|
|
First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement by and between California Institute of Technology and the registrant effective as of May 1, 2004.
|
|
S-1
|
|
10.5A
|
|
12/3/2010
|
10.6†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.6
|
|
12/3/2010
|
10.6A†
|
|
First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.6A
|
|
12/3/2010
|
10.7†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.7
|
|
12/3/2010
|
10.8†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
|
|
S-1
|
|
10.8
|
|
12/3/2010
|
10.9†
|
|
Letter Agreement between President and Fellows of Harvard College and the registrant dated December 22, 2004.
|
|
S-1
|
|
10.9
|
|
12/3/2010
|
10.10
|
|
Reserved.
|
|
|
|
|
|
|
10.11
|
|
Reserved.
|
|
|
|
|
|
|
10.12
|
|
Reserved.
|
|
|
|
|
|
|
10.13
|
|
Reserved.
|
|
|
|
|
|
|
10.14#
|
|
Form of Amended and Restated Employment and Severance Agreement between the registrant and each of its executive officers.
|
|
8-K
|
|
10.14
|
|
12/11/2012
|
10.15
|
|
Reserved.
|
|
|
|
|
|
|
10.16
|
|
Reserved.
|
|
|
|
|
|
|
10.17#
|
|
Offer Letter to Vikram Jog dated January 29, 2008.
|
|
S-1
|
|
10.17
|
|
12/3/2010
|
10.18#
|
|
Offer Letter dated May 3, 2010 to Fredric Walder and Addendum thereto dated November 8, 2010.
|
|
8-K
|
|
10.18
|
|
4/4/2011
|
10.19
|
|
Lease Agreement between ARE - San Francisco No. 17 LLC and the registrant, dated September 14, 2010, as amended September 22, 2010.
|
|
S-1/A
|
|
10.19
|
|
1/7/2011
|
10.19A
|
|
Second Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and the registrant, dated April 9, 2013.
|
|
10-Q
|
|
10.19A
|
|
5/9/2013
|
10.20
|
|
Tenancy for Flatted Factory Space in Singapore between JTC Corporation and the registrant dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.
|
|
S-1
|
|
10.20
|
|
12/3/2010
|
10.21
|
|
Offer of Tenancy for Facility Lease between Fluidigm Singapore Pte. Ltd. and SBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust dated October 14, 2013.
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.22
|
|
Reserved.
|
|
|
|
|
|
|
10.23
|
|
Reserved.
|
|
|
|
|
|
|
10.24
|
|
Reserved.
|
|
|
|
|
|
|
10.25#
|
|
Executive Bonus Plan.
|
|
10-K
|
|
10.25
|
|
3/28/2011
|
10.26
|
|
Reserved.
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Unit No(s) :
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
(b) Demarcation :
|
(for purpose of identification only) edged in red in the attached plan(s) marked as
Attachment 1
.
|
Unit No(s)
|
Floor Area (sm)
(where temporary occupation permit (‘ TOP ’) for the Building has not yet been issued, the Floor Area is subject to final survey) |
#08-01/19
|
3,455.00
|
Block 5008 TECHplace II
RC ROOF 1 |
115.00
|
Block 5008 TECHplace II
RC ROOF 2 |
130.00
|
Block 5008 TECHplace II
|
|
Total
|
3,700.00
|
(a)
|
Where the TOPfor the Building has not yet been issued, the Floor Area as indicated herein is subject to a final survey to be performed by a surveyor appointed by the Landlord, if such survey is required by the Landlord. The Floor Area as determined from the results of such survey shall be final and binding upon the Tenant.
|
(b)
|
Where the Floor Area is adjusted following such survey, all references to the Floor Area in the Lease shall refer to such Floor Area as determined by the Landlord and there shall be an adjustment of the Gross Rent (with effect from the Commencement Date), the Renovation Deposit and the Security Deposit, all calculated with reference to the revised Floor Area.
|
(a) Permitted Use :
|
R&D and manufacturing of fluidic chips and microfludic system for the business of the Tenant and not for any other purpose.
|
(b) Business Licence / Approval :
|
The Tenant is responsible for obtaining and keeping in force all necessary approvals required by law for the operation of its business in the Premises, at its own cost and expense.
|
Term :
|
96 months commencing on: where the TOP has already been issued: 02 June 2014 (the ‘
Commencement Date
’).
|
Possession Date
|
where the TOP has already been issued: 02 March 2014
|
Unit
|
Monthly Net Rent Rate (psm)
|
Monthly Service Charge Rate (psm)
|
Monthly Gross Rent Rate (psm)
|
Monthly Net Rent
|
Monthly
Service Charge |
Monthly Gross Rent
|
Applicable Period
|
||||||||||||
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$14.25
|
|
|
$2.43
|
|
|
$16.68
|
|
|
$52,725.00
|
|
|
$8,991.00
|
|
|
$61,716.00
|
|
02 Jun 2014 to 01Jun 2016
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$14.79
|
|
|
$2.43
|
|
|
$17.22
|
|
|
$54,723.00
|
|
|
$8,991.00
|
|
|
$63,714.00
|
|
02 Jun 2016 to 01 Jun 2017
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$15.33
|
|
|
$2.43
|
|
|
$17.76
|
|
|
$56,721.00
|
|
|
$8,991.00
|
|
|
$65,712.00
|
|
02 Jun 2017 to 01 Jun 2019
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$16.41
|
|
|
$2.43
|
|
|
$18.84
|
|
|
$60,717.00
|
|
|
$8,991.00
|
|
|
$69,708.00
|
|
02 Jun 2019 to 01 Jun 2020
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$16.95
|
|
|
$2.43
|
|
|
$19.38
|
|
|
$62,715.00
|
|
|
$8,991.00
|
|
|
$71,706.00
|
|
02 Jun 2020 to 01 Jun 2021
|
#08-01/19, RC Roof 1 & RC Roof 2 Block 5008 TECHplace II
|
|
$17.48
|
|
|
$2.43
|
|
|
$19.91
|
|
|
$64,676.00
|
|
|
$8,991.00
|
|
|
$73,667.00
|
|
02 Jun 2021 to 01 Jun 2022
|
(b)
|
The charges shown above are exclusive of goods and services tax (‘
GST
’) and other taxes payable by the Tenant under the Covenants.
|
(c)
|
The Service Charge shown above is subject to increase as provided in Clause 5.1.2 of the Covenants.
|
(d)
|
Unless otherwise provided in this letter (‘
Offer Letter
’) or in any side/amendment/variation letters (‘
Side Letters
’), the Tenant must pay the Monthly Gross Rent monthly in advance, on the first day of each month of the Term. The pro-rated Monthly Gross Rent for any part of a month must be paid in advance on the first day of that month, which will be apportioned on a daily basis (based on the actual number of days in that month).
|
(e)
|
Upon acceptance of this offer, the Tenant must pay to the Landlord in advance one (1) full month’s Gross Rent (including GST) for the period of one (1) month from the Commencement Date.
|
(f)
|
In addition to the Monthly Gross Rent, the Landlord is also entitled to impose charges for the use of any part of the Common Property (defined in the Covenants) at a rate to be determined by the Landlord based on the area of any part of the Common Property used by the Tenant (‘
Ancillary Site
’). The Landlord may require the Tenant to sign a separate side letter or enter into a licence or tenancy agreement or such other documents and on such terms and conditions as the Landlord may require in respect of the Ancillary Site.
|
(a)
|
A rent free period (the ‘
Rent Free Period
’) will be granted to the Tenant as follows:
|
Unit
|
Start Date
|
End Date
|
Duration
|
#08-01/19, RC Roof 1 & RC Roof 2
Block 5008 TECHplace II |
2 March 2014
|
01 June 2014
|
3 months
|
(b)
|
The Tenant will not be required to pay Gross Rent for the Rent Free Period.
|
(c)
|
The Landlord has agreed to grant the Rent Free Period to the Tenant on the basis that the Tenant will complete the entire Term. If the Term is prematurely terminated by the Tenant for any reason whatsoever or if the Lease is determined by the Landlord under Clause 8.1 of the Covenants, then in addition to and without prejudice to any other rights or remedies of the Landlord, the Tenant shall compensate and pay to the Landlord on demand the Gross Rent for the entire Rent Free Period.
|
Renovation Deposit
|
: Based on the rate of $10.00 per square metre of the Floor Area of the Premises and subject to a minimum of $2,000.00, the Renovation Deposit of $37,000.00 for the proposed Fitting Out Works must be placed with the Landlord on acceptance of this offer.
|
(a)
|
Number of allocated car park lots : 18 car park lot(s) will be allocated to the Tenant at prevailing rates.
|
(b)
|
Allocation of car park lots is subject to the following:-
|
(i)
|
Tenant’s compliance with relevant government regulations (where applicable);
|
(ii)
|
Landlord’s prevailing policies; and
|
(iii)
|
Availability.
|
(a)
|
This offer of the lease of the Premises and acceptance is subject to:
|
(i)
|
the Tenant obtaining approval from the relevant authorities (including, where necessary, Jurong Town Corporation) for the use of the Premises for the Tenant’s operations (to be obtained by the Tenant in accordance with paragraph 1.3 above); and
|
(ii)
|
where required, the approval from the Head Landlord for the lease of the Premises to the Tenant
|
(b)
|
The Tenant shall furnish any information and/or documents forthwith to the Landlord upon the Landlord’s request to assist the Landlord to obtain the approval from the Head Landlord for the lease of the Premises to the Tenant. The Tenant shall pay all fees charged or chargeable by the Head Landlord in respect of approval for the subletting of the Premises by the Landlord to the Tenant for the Term (including any subletting fees). The Tenant shall reimburse the Landlord for any fees paid by the Landlord to the Head Landlord in advance and on the Tenant’s behalf.
|
(c)
|
In the event that the aforesaid approval/s is/are not obtained, it is hereby agreed between the parties hereto that the Landlord shall give written notice to the Tenant of such fact, and the Landlord shall, within one (1) month of the Tenant’s receipt of the Landlord notice, refund to the Tenant all deposits paid hereunder by the Tenant without interest (subject however to appropriate deductions for any breach or damage done to the Premises and/or the Building by the Tenant). The Landlord shall also refund back to the Tenant the legal fees and/or stamp duties paid by the Tenant provided always that the same have not been expended for legal work rendered or for payment of stamp duty. The Tenant shall, however, be liable for payment of all rent, service charge, air-con charges, utilities and other charges payable hereunder for the period of time that the Tenant had occupied the Premises until and including the day that the Premises is handed back to the Landlord in the state and condition satisfactory to the Landlord. Prior to the handing over of the Premises back to the Landlord, the Tenant shall, at its own costs and expense, reinstate the Premises back to its original bare state and condition. Thereafter, this Agreement shall be null and void and neither party shall have any claims against the other in respect of any damages, compensation, costs, expenses, losses or otherwise arising out of or in connection therewith, save as provided in this Clause.
|
(d)
|
The approved business activities shall not be changed without prior approval from the relevant authorities.
|
(a)
|
Unless the context otherwise requires, all definitions, terms and references used in this Offer Letter will have the same meanings given to them in the Covenants.
|
(b)
|
The Appendix and Attachments to this Offer Letter shall be binding on the parties and be construed as an integral part of this offer.
|
2.1
|
In order to accept this offer, please let the Landlord have the items listed below (each an ‘
Acceptance Item
’ and together, the ‘
Acceptance Items
’.):-
|
(a)
|
Both copies of this Offer Letter with the Acceptance portion duly signed by the Tenant’s authorized signatory;
|
(b)
|
A cashier’s order/cheque drawn in favour of “HTSG A/C ASCENDAS REIT” for the total amount set out in the Statement of Accounts attached to this Offer Letter as
Attachment 3
; and
|
(c)
|
A cashier’s order/cheque drawn in favour of “Commissioner of Stamp Duties” for the Stamp Duty amount set out in the Statement of Accounts attached to this Offer Letter as
Attachment 3
.
|
2.2
|
For the avoidance of doubt, the Landlord hereby confirms that this offer will only be deemed to have been accepted by the Tenant on the date of receipt by the Landlord of all the Acceptance Items or where they are given separately, the date of receipt of the last Acceptance Item.
|
2.3
|
Payments made prior to the receipt of the last Acceptance Item may be cleared by the Landlord upon receipt. However, if the remaining Acceptance Items are not received by the Landlord within 7 working days from the date of this Offer Letter (the ‘Acceptance Period’),(or such other date as the Landlord may agree), the offer herein shall, unless the Landlord otherwise agrees, lapse and there shall be no contract between the Tenant and the Landlord in respect of the lease of the Premises. All payments received by the Landlord from the Tenant pursuant to this letter shall be forfeited without affecting any other rights or remedies of the Landlord and the Tenant shall have no claim of whatever nature against the Landlord.
|
3
|
DECLARATION FORM
|
3.1
|
The Tenant shall furnish to the Landlord the completed and executed Declaration Form attached as
Attachment 4
by 14 October 2013. If the Tenant fails to furnish the said Declaration Form by the specified date mentioned above (or such other date or dates as the Landlord may agree), the Landlord may terminate the lease by giving to the Tenant not less than one (1) month’s notice in writing.
|
3.2
|
Upon the expiry of such notice, the Term and the lease shall absolutely cease and determine and if the Tenant has already taken possession of the Premises, the Tenant shall deliver vacant possession of the Premises to the Landlord in accordance with the Covenants without compensation from or any claim whatsoever against the Landlord but without prejudice to any right of action of the Landlord against the Tenant in respect of any antecedent breach of the terms, covenants and conditions on the part of the Tenant contained in the Covenants, this Offer Letter and Side Letter(s), if any. Upon such termination, the Landlord shall forfeit and retainall monies paid by the Tenant under the provisions of the Offer Letter and/or the Covenants, including but not limited to, the amounts set out in the Statement of Accounts attached to this Offer Letter as
Attachment 3
for its own benefit without affecting any other remedy of the Landlord, at law or in equity.
|
4.1
|
The lease of the Premises to the Tenant is subject to the specific terms, covenants and conditions set out in:-
|
(a)
|
This Offer Letter;
|
(b)
|
The Covenants (attached hereto as
Appendix I
); and
|
(c)
|
The Side Letter(s), if any.
|
4.2
|
The date of the lease of the Premises shall be the date that the Tenant is deemed to haveaccepted this Offer Letter in accordance with paragraph 2 above.
|
4.3
|
All terms, covenants and conditions contained in the Covenants will apply to the lease and the Landlord and the Tenant shall observe, perform and be bound by the terms, covenants and conditions on their respective parts contained in the Covenants as though such terms, covenants and conditions had been incorporated in this Offer Letter.
|
4.4
|
In the event of any inconsistency between the provisions of this Offer Letter, the Covenants and/or the Side Letter(s), if any, priority shall be given in the following order in order to resolve the inconsistency:-
|
(a)
|
the Side Letter(s), if any;
|
(b)
|
this Offer Letter; and
|
(c)
|
the Covenants.
|
To:
|
Ms. Cheryl Toh
As agent of HSBC Institutional Trust Services (Singapore) Limited As Trustee of Ascendas Real Estate Investment Trust |
(a)
|
cashier’s order/cheque drawn in favour of “HTSG NC ASCENDAS REIT” for the total amount set out in the Statement of Accounts attached to this Offer Letter as
Attachment 3
.
|
(b)
|
cashier’s order/cheque drawn in favour of “Commissioner of Stamp Duties” for the Stamp Duty amount set out in the Statement of Accounts attached to this Offer Letter as
Attachment 3
.
|
December 6, 2013
|
|
/s/ Yow Mai Chan
|
Date
|
|
Name of authorized signatory:Yow Mai Chan Designation: Director
Tenant’s Rubber Stamp:
|
(a)
|
The Landlord shall grant to the Tenant a further lease of the whole Premises for sixty (60) months
(
“
Renewal Term
”
),
commencing on the day after the expiry date of the Term, at the Tenant’s cost and expense Provided That:
|
(i)
|
the Tenant gives the Landlord notice of not less than six (6) months before the expiry date of the Term, that it requires a further lease of the Premises; and
|
(ii)
|
the Tenant is not in breach of any of the obligations on its part contained in the Lease.
|
(b)
|
The further lease for the Renewal Term must be in respect of the whole of the Premises (and not part of it) and the rent for the Renewal Term shall be pegged to the then prevailing market rent, and on similar terms as this existing Lease. The Landlord shall revert with its proposal for the revised rent within one (1) month from the date of the Tenant’s notice of renewal.
|
(c)
|
Within two (2) weeks of receipt of the Landlord’s proposal for the revised rent or such longer period as may be mutually agreed, the Tenant must inform the Landlord, in writing, whether the revised rent is acceptable.
|
(d)
|
If the revised rent or the other terms are not acceptable to the Tenant or if the Tenant fails to give a written acceptance to the Landlord in time, then the Tenant will be treated as if it is no longer interested in a further lease and the Landlord will be free to end all negotiations with the Tenant for the further lease.
|
(e)
|
If the Landlord’s proposal for the revised rent and other terms has been accepted by the Tenant in time, the Tenant must sign the new lease document in respect of the Renewal Term within two (2) weeks of receipt.
|
(f)
|
If after the new lease document for the Renewal Term has been signed but the Tenant is in default of the provisions of the Lease before the commencement of the Renewal Term, the Landlord is entitled to terminate the lease for the Renewal Term by giving notice to the Tenant. Upon receipt of the notice, the lease for the Renewal Term will be terminated without affecting the rights of the Landlord against the Tenant in respect of the default (including, without limitation, compensation for loss of rent for the Renewal Term).
|
(a)
|
the Premises shall not have subdivision walls, common corridors, common trunking systems or cable trays;
|
(b)
|
the
Premises shall have cement sand screed finish for flooring; and
|
(c)
|
the Premises shall have walls, columns and pipes duly painted by the
Landlord and the Tenant shall have no objection whatsoever to the same. |
(a)
|
seek the Landlord’s consent in respect of the dimensions of the Signage, and the Landlord shall be entitled to impose terms and conditions in respect of the same, to which the Tenant shall comply with; and
|
(b)
|
at its sole costs and expense, seek approval/s from the relevant Authorities for the display of the Signage, and comply with all terms and conditions and to pay all charges (if any) imposed or to be imposed by the relevant Authorities in respect of the same; and
|
(c)
|
pay all monthly license fees and other charges imposed by the Landlord in respect of the display of the Signage; and
|
(d)
|
sign all documents required by the Landlord and/or the Authorities for the Signage and shall pay all fees, legal or otherwise, arising out of or in connection therewith, as well as all stamp fees payable thereon, if any; and
|
(e)
|
be solely responsible for the maintenance and upkeep of the Signage and the Landlord shall not, in any manner whatsoever, be liable to the Tenant or responsible for any damage, loss, defacement etc. of the Signage.
|
(a)
|
Units #04-05/06/07/08 (collectively the “4
th
Storey Units
”
);
|
(b)
|
Units #05-08/09 (collectively the “5
th
Storey Units
”
);
|
(c)
|
Units #06-05/06/07/08 (collectively the “6
th
Storey Units
”
);
and
|
(d)
|
Units #07-04/05/06/07/08 (collectively the “7
th
Storey Units
”
)
|
(i)
|
the Options shall be valid from 02 June 2014 and shall expire on 01 June2015 ( “
the validity period
”
);
|
(ii)
|
the Options shall be offered during the validity period to the Tenant by way of a written notice
(
“
the said Notice
”
)
served to the Tenant by the Landlord when a third party expresses an interest to the Landlord to take up a lease for either the whole or part of each storey in the Building, (i.e. either the whole or part of the 4
th
Storey Units, either the whole or part of the 5
th
Storey Units,either the whole or part of the 6
th
Storey Units or either the whole or part of the 7
th
Storey Units);
|
(iii)
|
the Options shall be granted by the Landlord to the Tenant only once for each of the storeys in the Building.For example, if a third party expresses interest during the validity period in taking up the lease of part of the 4
th
Storey Units, namely Unit #04-05, the Landlord shall then grant an Option to the Tenant to take up the lease for the
whole
of the 4
th
Storey Units. In the event that the Tenant rejects or fails to take exercise the Landlord’s Option for the lease of the whole of the 4
th
Storey Units in accordance herewith, the Tenant’s right to the Option for the 4
th
Storey Units shall then expire and will not be re-granted again to the Tenant. The Options for the 5
th
Storey Units, the 6
th
Storey Units and the 7
th
Storey Units in this case, if not previously granted by the Landlord to the Tenant under this Clause 7, shall still remain valid until the expiry of the validity period; and
|
(iv)
|
the Option/s shall be exercised by the Tenant by way of written acceptance together with full payment within seven (7) days (weekends inclusive) from the grant of the Option/s by the Landlord to the Tenant, failing which the Option/s shall be deemed null and void and the Landlord shall be free to lease the same to other interested parties without any further reference to the Tenant and the Tenant shall not, thereafter, have any claims against the Landlord for any damages arising out of or in connection therewith.
|
(a)
|
an in-coming tenant acceptable to the Landlord
(
“
Incoming Tenant
”
)
has been sourced by the Tenant to either takeover the existing lease of the Premises from the Tenant, or to take up a fresh lease of the Premises with the Landlord. In this respect, the Incoming Tenant shall accept the Landlord’s then prevailing terms and conditions for the fresh lease of the Premises, and the Tenant shall have no objection to the same whatsoever;
|
(b)
|
all costs and expenses arising out of or in connection with the Pre-Termination as well as the Incoming Tenant either taking over the Lease of the Premises or to take on a fresh lease with the Landlord, whether imposed by the Landlord and/or the Authorities, shall be solely borne by the Tenant, including but not limited to marketing costs, administrative costs and the like (including all GST payable thereon);
|
(c)
|
the Tenant shall enter into all documentation required by the Landlord arising out of or in connection with the Pre-termination, and to bear all costs in connection thereto (legal or otherwise) including all GST payable thereon, as well as all stamp duties imposed thereon (if any);
|
(d)
|
the Tenant shall comply with all terms and conditions to be imposed by the Landlord and/or the Authorities in respect of the Pre-termination, and
|
(e)
|
in the event that gross rent payable by the Incoming Tenant is lower than the Gross Rent reflected in Clause 1.6 hereof, the Tenant shall pay to the Landlord the rental differential from and including the date the lease of the Premises is pre-terminated by the Tenant until and including the expiry date of the Term. Such sum shall be payable to the Landlord in one lumpsum and shall be payable by the Tenant upon the Landlord’s demand.
|
“(b)
|
Where the Floor Area is adjusted following such survey, all references to the Floor Area in the Lease shall refer to such Floor Area as determined by the surveyor appointed by the Landlord and there shall be an adjustment of the Gross Rent (with effect from the Commencement Date), the Renovation Deposit and the Security Deposit, all calculated with reference to the revised Floor Area. Provided always that the revised Floor Area used to calculate the adjustment to the Gross Rent, the Renovation Deposit and the Security
|
“4.2.5
|
The Renovation Deposit, subject to any deductions made by the Landlord as above, shall be repaid to the Tenant following completion of all of the following:-
|
(a)
|
proper completion of the Tenant’s Works (in compliance with the provisions of the Lease and the Tenants’ Guide);
|
(b)
|
making good damage (if any) to the Premises, the Building and the Park; and
|
(c)
|
full compliance with Landlord’s requirements to the Landlord’s reasonable satisfaction.”
|
“5.1.2
|
The Landlord shall be entitled at any time and from time to time to increase the Service Charge by notice if there is any increase in the Total Outgoings and the following shall apply:-
|
(a)
|
the Tenant shall pay such increased Service Charge during the Term;
|
(b)
|
upon such increase in Total Outgoings, the Landlord shall issue a notice (the
‘Increase Notice’)
to the Tenant stating the amount of the increase in the Service Charge on a per square metre basis and the effective date of such increase;
|
(c)
|
the Increase Notice shall be accepted by the Tenant as conclusive and binding of the matters so stated (save for manifest error);
|
(d)
|
the increase in Service Charge shall be chargeable and payable by the Tenant with effect from the date specified in the Increase Notice; and
|
(e)
|
if there is any additional Service Charge payable from a date prior to the issuance of the Increase Notice, the aggregate amount of such additional Service Charge shall be payable by the Tenant forthwith upon the issuance of the Increase Notice unless there is/are
|
“5.5.2
|
Where the Landlord arranges for the supply of electricity to the Premises (whether by way of en bloc energy purchase or otherwise), the Tenant must pay to the Landlord:
|
(a)
|
Electricity Charges in respect of the electricity supplied to the Premises, to the Landlord on a monthly basis. The Electricity Charges will be calculated by the Landlord at such rate as the Landlord may stipulate and notified to the Tenant by a statement from the Landlord in writing. In the absence of manifest error, the statement is conclusive as to the amount stated and the Tenant must make payment within seven (7) days from the date of the Landlord’s statement;
|
(b)
|
all charges relating to the supply of electricity to the Premises including but not limited to connection charges and administrative charges within seven (7) days of the Landlord’s notice to the Tenant of such charges unless there is/are documentation error(s), in which case the payment will be delayed until the error(s) is/are corrected by the Landlord; and
|
(c)
|
the Electricity Supply Deposit. The Landlord will inform the Tenant of the amount of the Electricity Supply Deposit from time to time during the Term. The Electricity Supply Deposit will be retained by the Landlord for the Term and may be used (whether in whole or part) in or towards indemnifying the Landlord against any breach by the Tenant of its obligations under Clauses 5.5.2(a) and 5.5.2(b) above. If the Electricity Supply Deposit is for any reason less than the amount required by the Landlord, the Tenant must pay the Landlord the amount of the deficit within 7 days of the Landlord’s written request. The Landlord will refund the Electricity Supply Deposit (subject to the Landlord’s rights under this paragraph) to the Tenant, free of interest, together with the Security Deposit Amount.”
|
5.9.3
|
immediately make good, to the reasonable satisfaction of the Landlord, any damage caused to the Premises (including the Landlord’s fixtures and fittings in it) or any other part of the Building or the Park by the Tenant.”
|
15.
|
Clause 5.10.2 shall be amended as follows:-
|
16.
|
Clause 5.11.2 shall be amended as follows:-
|
17.
|
Clause 5.18 shall be amended as follows:-
5.18 Confidentiality of Information |
STATEMENT OF ACCOUNTS
|
GST (7%)
|
|||||
|
AMOUNT
|
|||||
NET RENT:
|
|
$52,725.00
|
|
|
$3,690.75
|
|
$14.25 per square metre per month on 3700.00 square metres for a period of 24 months beginning from 02
|
|
|
||||
June 2014
|
|
|
||||
SERVICE CHARGE:
|
|
$8,991.00
|
|
|
$629.37
|
|
$2.43 per square metre per month on 3700.00 square metres for a period of 24 months beginning from 02
|
|
|
||||
June 2014
|
|
|
||||
GROSS RENT:
|
|
$61,716.00
|
|
|
$4,320.12
|
|
$16.68 per squaremetre per month on 3700.00 square metres for a period of 24 months beginning from 02
|
|
|
||||
June 2014
|
|
|
||||
LEGAL FEES
|
|
$500.00
|
|
|
$35.00
|
|
CASH DEPOSIT
|
|
$589,336.00
|
|
|
||
RENOVATION DEPOSIT
|
|
$37,000.00
|
|
|
||
SUB-TOTAL
|
|
$688,552.00
|
|
|
$4,355.12
|
|
GST PAYABLE
|
|
$4,355.12
|
|
|
||
TOTAL AMOUNT (INCLUSIVE OF GST)
|
|
$692,907.12
|
|
|
||
[payable to “HTSG NC ASCENDAS REIT”]
|
|
|
||||
STAMP DUTY
|
|
$12,808.00
|
|
|
||
[payable to “Commissioner of Stamp Duties”]
|
|
|
Name of Company/Firm (as in ACRA) :
FLUIDIGM SINGAPORE PTE. LTD.
|
|||
Company’s Mailing Address:
Block 1026 Tai Seng Avenue #07-3532 Singapore 534413
|
|||
Telephone:
[*]
|
Facsimile Number:
[*]
|
Website: www.fluidigm.com
|
|
Company Registration No :
[*]
|
Company's Country of Origin: USA
|
||
Company’s Principle Activity: MANUFACTURING AND R&D
|
2.1
URA’s 60:40 requirements
Do your activities in the leased premises comply with Urban Redevelopment Authority’s (URA) 60:40 requirements (set out below) for space utilization?
|
þ
YES
|
NO
|
Name
|
[*]
|
|
Designation
|
[*]
|
|
Email address
|
[*]
|
|
|
|
|
Contact number
|
[*]
|
|
|
|
|
1.
|
INTERPRETATION
|
1.1
|
Definitions
|
1.1.1
|
‘Acceptance’
means the acceptance of the offer for lease of the Premises set out in the Offer Letter issued by the Tenant in accordance with the provisions of the Offer Letter.
|
1.1.2
|
‘
Air Conditioning Charges’
means the air conditioning charges, if any, referred to in the Offer Letter or the Side Letter(s), if any.
|
1.1.3
|
‘Authorities’
means all relevant governmental and statutory bodies and authorities.
|
1.1.4
|
‘Building’
means the land and the buildings of which the Premises form part, the location and name of which are specified in the Offer Letter, and refers to each and every part of the Building and includes car parks, service, loading and any other areas the use and enjoyment of which is appurtenant to the Building whether or not within the structure of the Building.
|
1.1.5
|
‘Car Park Charges’
means the charges for the use of the car park lots as notified by the Landlord to the Tenant from time to time.
|
1.1.6
|
‘Chilled Water Charges’
means the charges for the provision of chilled water to the Premises, referred to in the Offer Letter or such other amount as may be specified by the Landlord from time to time.
|
1.1.7
|
‘Chilled Water Deposit’
means the chilled water deposit amount specified in the Offer Letter or such other amount as may be specified by the Landlord from time to time.
|
1.1.8
|
‘Chilled Water Rate’
means the rate of the Chilled Water Charges as specified in the Offer Letter or such other rate as the Landlord may specify from time to time.
|
1.1.9
|
‘Commencement Date’
means the date of commencement of the Term specified in the Offer Letter or the Side Letter(s), if any.
|
1.1.10
|
‘Common Property’
means the parts of the Building (whether or not within the structure of the Building) to be used in common with the Tenant, other tenants and occupiers of the Building, the Landlord and those properly authorised and permitted to do so and which would reasonably be treated as common parts of the Building for common use or benefit if the Building had been subdivided and registered under the Land Titles (Strata) Act, Chapter 158, but excludes any such parts as may be within the Premises.
|
1.1.11
|
‘
Conducting Media
’ means any drains, sewers, conduits, flues, risers, gutters, gullies, channels, ducts, shafts, watercourses, pipes, cables, wires and mains now or in the future in upon or under the Building.
|
1.1.12
|
‘
Covenants
’ means these Standard Terms, Covenants and Conditions and includes any documents supplemental to it.
|
1.1.13
|
‘
Electricity Charges
’ means the charges for the supply of electricity to the Premises, as specified by the Landlord from time to time.
|
1.1.14
|
‘
Electricity Supply Deposit
’ means the electricity supply deposit amount specified in the Offer Letter or the Side Letter(s) (if any) or such other amount as may be specified by the Landlord from time to time.
|
1.1.15
|
‘
Fire Safety Approval
’ means the approval (in the form of fire safety certificates or notices of approval) issued by the Commissioner, Singapore Civil
Defence Force under the Fire Safety Act, Chapter 109A or other Authority.
|
1.1.16
|
‘Fitting Out Works’
means such fitting out or other works as the Tenant may require to carry out in connection with the use and enjoyment of the Premises immediately upon taking over possession of the Premises.
|
1.1.17
|
‘Floor Area’
means the floor area of the Premises specified in the Offer Letter.
|
1.1.18
|
‘Force Majeure’
means any circumstances beyond the reasonable control of the Landlord which directly or indirectly prevents or impedes the due performance of the Landlord’s obligations under the Lease, including but without limitation to an act of God, flooding, national emergency, war, insurgency, civil commotion or riots.
|
1.1.19
|
‘Gross Rent’
means the aggregate of the Net Rent and Service Charge.
|
1.1.20
|
‘Head Landlord’
means the holder of a reversion whether immediate or not to the lease under which the Landlord holds its interest in the Building.
|
1.1.21
|
‘
Head
Lease’
means the lease under which the Landlord holds its interest in the Building and also includes any leasehold reversion whether immediate or not to such lease.
|
1.1.22
|
‘Infectious Disease’
means infectious diseases defined pursuant to the Infectious Diseases Act, Chapter 137.
|
1.1.23
|
‘Interest’
means interest at the rate of ten percent (10%) per annum, calculated on a daily basis and on the basis of the actual number of days in the year (both before and after judgement) or such higher rate as may be determined from time to time by the Landlord.
|
1.1.24
|
‘Landlord’
means the landlord specified in the Offer Letter and includes its successors and assigns and all persons from time to time entitled to the immediate reversion to the Lease.
|
1.1.25
|
‘Law’
includes any present or future requirement of statute (including subsidiary legislation), common law and equity.
|
1.1.26
|
‘Lease’
means the agreement for the lease of the Premises between the Landlord and the Tenant constituted by the Offer Letter, incorporating these Covenants, the Acceptance and the Side Letter(s) (if any) and includes any documents supplemental to the Lease.
|
1.1.27
|
‘month’
means calendar month.
|
1.1.28
|
‘
Monthly
Gross Rent’
means the Monthly Net Rent and the Monthly Service Charge.
|
1.1.29
|
‘Monthly Net Rent’
means the Net Rent for each month of the Term calculated at the monthly Net Rental Rate on the Floor Area.
|
1.1.30
|
‘Monthly Service Charge’
means the monthly Service Charge calculated at the Service Charge Rate on the Floor Area.
|
1.1.31
|
‘Net Rent’
means the net rent (exclusive of Service Charge and other sums) payable by the Tenant to the Landlord in accordance with the Offer Letter, Clause 5.1 and the Side Letter(s), if any.
|
1.1.32
|
‘Net Rental Rate’
means the rate or rates of Net Rent for any month of the Term, as specified in the Offer Letter or the Side Letter(s), if any.
|
1.
1.33
|
‘Offer Letter’
means the offer letter issued to the Tenant by or on behalf of the Landlord to which these Covenants are attached, in respect of the lease of the Premises and includes these Covenants and all amendments of the Offer Letter and supplements thereto.
|
1
.1.34
|
‘Original Condition’
means the original state and condition of the Premises as indicated in the plans and drawings furnished or to be furnished by the Landlord to the Tenant when possession of the Premises are handed to the Tenant by the Landlord.
|
1.1.35
|
‘Payment Date’
means the first day of a month or such other day that the Landlord may from time to time specify for payment of the Monthly Net Rent.
|
1.1.36
|
‘Park’
means a science, business or industrial park within which the Building is located.
|
1.1.37
|
‘permitted occupier’
means any person on the Premises for any period expressly or by implication with the Tenant’s authority.
|
1.1.38
|
‘Permitted Use’
means the permitted usage specified in the Offer Letter or the Side Letter(s), if any, or such other use as may be approved by the Landlord and the Authorities.
|
1.1.39
|
‘Possession Date’
means the anticipated date of possession of the Premises specified by the Landlord in the Offer Letter or such other date as the Landlord may specify. Where no Possession Date is specified by the Landlord in the Offer Letter, the Commencement Date shall, for the purposes of the Lease, be deemed to be the Possession Date.
|
1.1.40
|
‘Premises’
means the premises in the Building agreed to be leased to the Tenant as specified in the Offer Letter and refers to each and every part of the Premises and improvements and additions made to, and fixtures, fittings and appurtenances in, the Premises, but excludes the structural parts, loadbearing framework, roof, foundations, joists, the Conducting Media within but not exclusively serving the Premises, and any of the Landlord’s machinery and plant within but not exclusively serving the Premises, the exterior faces of exterior walls and the external faces of boundary walls.
|
1.1.41
|
‘
Renovation
Deposit’
means the renovation deposit (if any) referred to in the Offer Letter or the Side Letter(s), if any.
|
1.1.42
|
‘Rent Free Period’
means the rent free period (if any) referred to in the Offer Letter.
|
1.1.43
|
‘Security Deposit Amount’
means the security deposit amount specified in the Offer Letter or the Side Letter(s), if any.
|
1.1.44
|
‘Service Charge’
means the service charge payable by the Tenant to the Landlord in accordance with the Offer Letter and Clause 5.1 and the Side Letter(s), if any.
|
1.1.45
|
‘Service Charge Rate’
means the monthly rate of the Service Charge.
|
1.1.46
|
‘Side Letter(s)’
means the side/amendment/variation letter(s), if any, made between the Landlord and the Tenant before, on or after the date of the Acceptance, to supplement, amend or vary the Offer Letter or the Lease.
|
1.1.47
|
‘Taxes’
means any goods and services tax, imposition, duty and levy, which may be imposed before, on or after the commencement of the Term, by the Authorities.
|
1.1.48
|
‘Tenant’
means the tenant specified in the Offer Letter and includes its successors and permitted assigns in whom the Lease may for the time being be vested.
|
1.1.49
|
‘Tenants’ Guide’
means the information and guidelines, including but not limited to renovation guidelines and rules relating to the safety, conduct, operation, maintenance and management of the Building, prepared by the Landlord or its consultants and which may be varied or amended by the Landlord.
|
1.1.50
|
‘Tenant’s Works’
means Fitting Out Works and such other renovation, alterations, additions or other works as the Tenant may require to carry out including but not limited to interior layout, interior design, internal fittings, wiring, plumbing and renovation works which the Tenant may require in connection with the use and enjoyment of the Premises.
|
1.1.51
|
‘
Term
’ means the term of the Lease specified in the Offer Letter or the Side Letter(s), if any.
|
1.1.52
|
‘
Total Outgoings
’ includes the total sum of all outgoings, costs and expenses assessed or
|
1.1.53
|
‘Utilities’
means electricity, water, sewerage, telecommunications and where applicable, gas.
|
1.2
|
General
|
1.2.1
|
Words in the Lease importing the singular meaning, shall where the context so allows, include the plural meaning and vice versa.
|
1.2.2
|
Words in the Lease importing any one gender include both other genders and may be used interchangeably, and words denoting natural persons where the context so allows include corporations and vice versa.
|
1.2.3
|
The Schedules, Attachments, Appendices and Annexures to the Lease or any part of it shall be taken, read and construed as parts of the Lease and the provisions thereof shall have the same force and effect as if expressly set out in the body of the Lease.
|
1.2.4
|
Unless stated otherwise, one word or provision does not limit the effect of another.
|
1.2.5
|
Reference to the whole includes every part.
|
1.2.6
|
Every obligation by the Tenant is taken to include an obligation by the Tenant to ensure that each of its employees, agents, independent contractors, permitted occupiers and others under its control comply with that obligation.
|
1.2.7
|
In any case where the Tenant is placed under a restriction by reason of the covenants and conditions contained in the Lease, the restriction shall be deemed to include the obligation on the Tenant not to permit or allow the infringement of the restriction by any person claiming rights to use, enjoy or visit the Premises through, under or in trust for the Tenant.
|
1.2.8
|
If under the Lease or the Tenants’ Guide, the Tenant requires the consent or approval of the Landlord for any action, the Tenant must obtain it in writing before starting to take that action.
|
1.2.9
|
If under the Lease or the Tenants’ Guide, the consent or approval of the Landlord is required, the consent and approval of the Landlord may be given or withheld by the Landlord in its absolute discretion (unless the Lease provides otherwise) and upon such terms as the Landlord thinks is appropriate.
|
1.2.10
|
Any provision in the Lease referring to the consent or approval of the Landlord shall be construed as also requiring the consent or approval of the Head Landlord (if required under the Head Lease) and any Authority, if required under Law, but nothing in the Lease shall be construed as implying that any obligation is imposed upon the Head Landlord or the Authority not to unreasonably refuse any such consent or approval.
|
1.2.11
|
A right given to the Landlord to have access to the Premises extends to any persons authorised by the Landlord and the Head Landlord, and includes the right to bring workmen and appliances onto the Premises.
|
1.2.12
|
References in the Lease to any statutes or statutory instruments include and refer to any statute or statutory instrument amending, consolidating or replacing them respectively from time to time in force, and references to a statute include regulations made pursuant to them.
|
1.2.13
|
Headings are for convenience only and are not to be taken into account in the construction or interpretation of any covenant, condition or proviso to which they refer.
|
1.2.14
|
Unless the context otherwise requires, references:
|
(a)
|
to numbered paragraphs, clauses and Schedules in these Covenants are references to the relevant paragraph or clause in or Schedule to these Covenants; and
|
(b)
|
in any Schedule, Attachment, Appendix or Annexure to a numbered paragraph are references to the relevant paragraph in that Schedule, Attachment, Appendix or Annexure.
|
1.2.15
|
References to ‘liability’ include, where the context allows, claims, demands, proceedings,
|
2.
|
LETTING
|
2.1
|
Lettinq
|
2.2
|
Rights
|
2.2.1
|
The Premises are leased with the benefit of the following rights:
|
(a)
|
the right to use the Common Property to pass to and from the Premises only to the extent that it is necessary; and
|
2.2.2
|
The rights mentioned in Clause 2.2.1 may also be exercised by:
|
(a)
|
any persons authorised by the Tenant but only for proper purposes connected with the use or enjoyment of the Premises; and
|
(b)
|
the Landlord, the Head Landlord, persons authorised by the Landlord and other persons entitled to do so.
|
2.3
|
Exceptions
|
2.3.1
|
The lease of the Premises to the Tenant is subject to the following rights of the Landlord:
|
(a)
|
the right to free and uninterrupted passage and running of Utilities, air-conditioning and other services through the Conducting Media in the Premises;
|
(b)
|
the Landlord’s rights under the Lease including but not limited to the right to enter the Premises pursuant to the Lease;
|
(c)
|
the right of light, air, support, shelter and all other easements and rights belonging to or enjoyed by other parts of the Building;
|
(d)
|
the right to erect scaffolding for renovating, retrofitting, refurbishing, altering, repairing, cleaning and/or painting the Building even if the scaffolding temporarily restricts
|
(e)
|
the right to build upon, alter, rebuild, develop or use the land adjoining the Building and in the Park even if this affects the light and air coming to the Premises or causes nuisance, damage, annoyance or inconvenience to the Tenant or occupier of the Premises by reason of noise, dust, vibration or otherwise provided this does not materially affect the Tenant’s ability to use the Premises.
|
3.
|
POSSESSION
|
3.1
|
The Tenant shall take possession of the Premises on the Possession Date in accordance with the terms of the Lease. Any delay in the Tenant taking possession of the Premises shall not be a ground for postponing the commencement of the Rent Free Period (if any) and/or the Term.
|
3.2
|
If the Landlord allows the Tenant to take possession of the Premises before the Commencement Date, the Tenant acknowledges that until the Commencement Date, the Tenant shall be in possession of the Premises as a licensee. Notwithstanding this, the Tenant shall still be bound by the terms, covenants and conditions set forth in the Lease insofar as they are applicable prior to the Commencement Date. If any of the events set forth in Clause 8.1.1 (a) to (d) below shall occur before the Commencement Date, the Landlord in addition to and without prejudice to any other rights and remedies, shall be entitled, by giving notice to the Tenant to that effect, to terminate its agreement to grant a lease of the Premises to the Tenant on the terms, covenants and conditions set out in the Lease. Upon such termination:-
|
3.2.1
|
the Tenant’s interest in and the rights to the Premises shall cease and determine;
|
3.2.2
|
(if the Tenant shall have taken possession of the Premises) the Tenant shall at its own cost and expense carry out the Reinstatement Works (as defined in Clause 5.12.2. below) and reinstate and restore the Premises to its Original Condition;
|
3.2.3
|
the Landlord is entitled to forfeit and retain all monies paid by the Tenant under the Lease for its own benefit without affecting any other rights and remedies of the Landlord; and
|
3.2.4
|
the Tenant shall pay to the Landlord compensation and damages for the loss of Gross Rent (which would have been payable by the Tenant had the Term been completed), suffered by the Landlord consequential upon such termination and the Landlord will retain all rights and remedies against the Tenant for any antecedent breach, non-observance or non-performance by the Tenant of its obligations under the Lease.
|
4.
|
TENANT’S WORKS
|
4.1
|
Tenant’s Works
|
4.
1.1
|
The Tenant shall not carry out the Tenant’s Works without the prior approval of the Landlord.
|
4.1.2
|
Subject to Clause 4.1.1, the Tenant shall carry out, at the Tenant’s own costs and expense, the Tenant’s Works and shall comply with and observe the guidelines, terms and conditions set out in the Tenants’ Guide and any other specific requirements of the Landlord.
|
4.1.3
|
The Tenant must obtain and keep in force all necessary approvals from the Authorities for the purpose of carrying out the proposed Tenant’s Works, including without limitation and if applicable, the Fire Safety Approval.
|
4.1.4
|
The Tenant must obtain and provide the Landlord with the certification of the Tenant’s Works from an appropriate architect, engineer or consultant at the Tenant’s own cost and expense by a deadline stipulated by the Landlord.
|
4.1.5
|
Unless otherwise provided in the Offer Letter, there will not be suspension of payment of Gross Rent or any other amounts payable by the Tenant during the Tenant’s Works.
|
4.1.6
|
The Tenant shall, if required by the Landlord, place with the Landlord a deposit equivalent to such additional amount as the Landlord may deem sufficient as security for the proper execution of the Reinstatement Works (as defined in Clause 5.12.2 below) and reinstatement of the Premises to its Original Condition. Such additional deposit shall be returned to the Tenant in accordance with Clause 5.7.5 of the Covenants.
|
4.2
|
Renovation Deposit
|
4.2.1
|
The Tenant shall furnish to the Landlord a Renovation Deposit by the following timelines:
|
(a)
|
where the proposed Tenant’s Works comprise Fitting Out Works, before the Tenant takes possession of the Premises and if specified in the Offer Letter, on acceptance of the Offer Letter; and/or
|
(b)
|
where the proposed Tenant’s Works do not comprise Fitting Out Works, upon the Landlord’s demand for a Renovation Deposit.
|
4.2.2
|
The Tenant shall deposit with the Landlord the Renovation Deposit as security for:-
|
(a)
|
completion of the Tenant’s Works;
|
(b)
|
the Tenant making good to the satisfaction of the Landlord all damage to the Premises, the Building and the Park resulting from the Tenant’s Works; and
|
(c)
|
the Tenant’s due compliance of the provisions of the Lease (including but not limited to Clause 4.1 of the Covenants), the Tenants’ Guide and all Authorities’ conditions.
|
4.2.3
|
If the Tenant fails to complete, make good or comply as set out in Clause 4.2.2, above, the Landlord may effect the necessary works, and apply the Renovation Deposit to meet the costs and expenses incurred by the Landlord. If the Renovation Deposit shall be insufficient, the Tenant shall pay to the Landlord on demand the balance of the costs and expenses incurred with Interest from the date of expenditure until the date they are paid by the Tenant to the Landlord, such costs, expenses and Interest to be recoverable as if they were rent in arrears.
|
4.2.4
|
The Landlord may forfeit the Renovation Deposit if the Tenant fails to furnish to the Landlord all relevant plans and the Fire Safety Approval within 2 months from the Possession Date.
|
4.2.5
|
The Renovation Deposit, subject to any deductions made by the Landlord as above, shall be repaid to the Tenant following completion of all of the following:-
|
(a)
|
proper completion of the Tenant’s Works (in compliance with the provisions of the Lease and the Tenants’ Guide);
|
(b)
|
making good damage (if any) to the Premises, the Building and the Park; and
|
(c)
|
full compliance with Landlord’s requirements to the Landlord’s satisfaction.
|
5.
|
TENANT’S COVENANTS AND OBLIGATIONS
|
5.1
|
Gross Rent and other payments
|
5.1.1
|
The Tenant shall pay to the Landlord:-
|
(a)
|
Net Rent calculated at the Net Rental Rate on the Floor Area, by monthly payments of the Monthly Net Rent in advance, on each Payment Date of the Term;
|
(b)
|
subject to Clause 5.1.2, Service Charge, by way of additional rent, calculated at the
|
(c)
|
where specified in the Offer Letter or Side Letter(s), if any, Chilled Water Charges, calculated at the Chilled Water Rate, by way of additional rent, in the manner specified in the Offer Letter or the Side Letter(s), if any;
|
(d)
|
where specified in the Offer Letter or Side Letter(s), if any, Air Conditioning Charges, by way of additional rent, calculated at the rates and payable in the manner specified in the Offer Letter or the Side Letter(s), if any;
|
(e)
|
Electricity Charges, by way of additional rent, in the manner specified in Clause 5.5.2(a); and
|
(f)
|
Car Park Charges, by way of additional rent, in the manner notified by the Landlord to the Tenant from time to time.
|
5.1.2
|
The Landlord shall be entitled at any time and from time to time to increase the Service Charge by notice if there is any increase in the Total Outgoings and the following shall apply:-
|
(a)
|
the Tenant shall pay such increased Service Charge during the Term;
|
(b)
|
upon such increase in Total Outgoings, the Landlord shall issue a notice (the
‘Increase Notice’)
to the Tenant stating the amount of the increase in the Service Charge on a per square metre basis and the effective date of such increase;
|
(c)
|
the Increase Notice shall be accepted by the Tenant as conclusive and binding of the matters so stated (save for manifest error);
|
(d)
|
the increase in Service Charge shall be chargeable and payable by the Tenant with effect from the date specified in the Increase Notice; and
|
(e)
|
if there is any additional Service Charge payable from a date prior to the issuance of the Increase Notice, the aggregate amount of such additional Service Charge shall be payable by the Tenant forthwith upon the issuance of the Increase Notice.
|
5.1.3
|
The Tenant shall pay Gross Rent, Chilled Water Charges, Air Conditioning Charges, Electricity Charges and Car Park Charges which are payable by way of standing order (GIRO) to an account designated by the Landlord or in such other manner as prescribed by the Landlord.
|
5.1.4
|
The provisions of this Clause 5.1 shall continue to apply notwithstanding the expiry or earlier determination of the Lease but only in respect of the Term.
|
5.2
|
Interest
|
5.3
|
Taxes
|
5.4
|
Utilities
|
5.5
|
Electricity Supply
|
5.5.1
|
Unless otherwise notified by the Landlord, the Tenant shall make arrangements with a supplier
|
(a)
|
Tenant shall obtain the prior approval of the Landlord of the supplier or retailer; and
|
(b)
|
Tenant shall pay all charges for the supply of electricity to the Premises (including but not limited to any connection charges) directly to the supplier or retailer.
|
5.5.2
|
Where the Landlord arranges for the supply of electricity to the Premises (whether by way of en bloc energy purchase or otherwise), the Tenant must pay to the Landlord:
|
(a)
|
Electricity Charges in respect of the electricity supplied to the Premises, to the Landlord on a monthly basis. The Electricity Charges will be calculated by the Landlord at such rate as the Landlord may stipulate and notified to the Tenant by a statement from the Landlord in writing. In the absence of manifest error, the statement is conclusive as to the amount stated and the Tenant must make payment within seven (7) days from the date of the Landlord’s statement;
|
(b)
|
all charges relating to the supply of electricity to the Premises including but not limited to connection charges and administrative charges within seven (7) days of the Landlord’s notice to the Tenant of such charges; and
|
(c)
|
the Electricity Supply Deposit. The Landlord will inform the Tenant of the amount of the Electricity Supply Deposit from time to time during the Term. The Electricity Supply Deposit will be retained by the Landlord for the Term and may be used (whether in whole or part) in or towards indemnifying the Landlord against any breach by the Tenant of its obligations under Clauses 5.5.2(a) and 5.5.2(b) above. If the Electricity Supply Deposit is for any reason less than the amount required by the Landlord, the Tenant must pay the Landlord the amount of the deficit within 7 days of the Landlord’s written request. The Landlord will refund the Electricity Supply Deposit (subject to the Landlord’s rights under this paragraph) to the Tenant, free of interest, together with the Security Deposit Amount.
|
5.5.3
|
Where
the Landlord has effected or intends, at any time or from time to time during the Term, to effect an en bloc energy purchase for the Building or the Park, the Tenant will be deemed to have granted its consent to such purchase on the date of the Acceptance. The Tenant must, if required by the Landlord, sign an authorization containing such provisions as prescribed by the Landlord, to confirm such consent.
|
5.5.4
|
Without prejudice to the generality of the foregoing, the Tenant must not without the prior consent of the Landlord agree to purchase energy from any party other than the Landlord or open a power supply account with SP Services Pte Ltd or any other electricity or power retailer.
|
5.6
|
Meters
|
5.6.1
|
The Tenant is required to engage a qualified contractor to install and test the electricity, water
|
5.6.2
|
The Tenant shall be responsible for the maintenance, repair and replacement of the Meters at the Tenant’s costs and expense during the Rent Free Period (if any) and the Term and the Tenant must not tamper with, or do anything which may affect the accuracy of, the Meters.
|
5.6.3
|
All connection and turning on fees whether payable to the Landlord or the Authority or any other person, shall be borne by the Tenant.
|
5.7
|
Security Deposit Amount
|
5.7.1
|
The Tenant must pay to and maintain with the Landlord the Security Deposit Amount:-
|
(a)
|
as security for compliance by the Tenant of all the provisions in the Lease;
|
(b)
|
to secure and indemnify the Landlord against:
|
(i)
|
any loss or damage resulting from any default by the Tenant under the Lease;
|
(ii)
|
any claim by the Landlord at any time against the Tenant in relation to any matter arising out of or in connection with the Premises; and
|
(iii)
|
without prejudice to the generality of the preceding sub-Clauses, any amount owing by the Tenant to the Landlord during any holdover period or subsequent lease of the Premises between the Landlord and the Tenant.
|
5.7.2
|
If any default by the Tenant under the Lease occurs, the Landlord is entitled (but not obliged) to apply the whole or part of the Security Deposit Amount in or towards:-
|
(a)
|
making good any loss or damage sustained by the Landlord as a result of any of the above in any manner as may be required by the Landlord; and
|
(b)
|
repayment of any expense incurred by the Landlord in making good the loss and damage, in any manner as may be prescribed by the Landlord.
|
5.7.3
|
The Tenant must pay to the Landlord an amount equal to the amount applied by the Landlord under Clause 5.7.2, as replacement of the whole or part of the Security Deposit Amount applied, within seven (7) days of demand.
|
5.7.4
|
If from time to time during the Term, the Gross Rent is increased in accordance with the Lease, the Security Deposit Amount shall likewise be increased and the difference shall be paid by the Tenant upon the Landlord’s notice requiring payment.
|
5.7.5
|
The Landlord must repay to the Tenant the Security Deposit Amount, without interest and after proper deductions by the Landlord after the end of the Term if the Tenant has paid all sums owing and performed all other obligations under the Lease to the satisfaction of the Landlord.
|
5.7.6
|
The Tenant must not set-off any part of the Security Deposit Amount against any Gross Rent or other sums owing to the Landlord.
|
5.8
|
Insurance
|
5.8.1
|
The Tenant shall at the Tenant’s own cost and expense from the Possession Date or the commencement of the Term, whichever is earlier, till the expiry of the Term and during any period of holding over, take out and keep in force the following insurance policies (hereinafter called the “
Insurance Policies
”
):
|
(i)
|
against all risks of physical loss or damage (including risks of fire) in respect of the Tenant’s property, goods and stock-in-trade (if any) in the Premises including all the Tenant’s plate and tempered glass, glass frontage and plant and machinery in the Premises (if any);
|
(ii)
|
up to the full replacement value of the Tenant’s property, goods and stock-in-trade in the Premises; and
|
(iii)
|
which includes a provision for waiver of subrogation against the Landlord.
|
(b)
|
a public liability insurance policy in the name of the Tenant with the Landlord named therein as an additional insured party:
|
(I)
|
against claims for personal injury, death or property damage or loss arising out of all operations of the Tenant, its servants, agents, invitees, licensees and independent contractors in or from the Premises or assumed under this lease, which shall be extended to include any of the insured parties’ legal liability for loss of or damage to the Premises (including all fixtures and fittings therein) and all the Landlord’s property;
|
(ii)
|
in an amount not less than the sum of Singapore Dollars Three Million (S$3,000,000.00) or such higher amount as may from time to time be required by the Landlord; and
|
(iii)
|
which includes a cross-liability clause.
|
5.8.2
|
The Tenant shall take out the Insurance Policies with a reputable insurance company approved by the Landlord.
|
5.8.3
|
The Tenant shall forthwith at the request of the Landlord furnish to the Landlord copies of the Insurance Policies and the receipt for the last premium payable in respect of such policies.
|
5.8.4
|
The Tenant shall not do nor suffer to be done anything whereby any of the Insurance Policies may be rendered void or voidable.
|
5.9
|
Repair
|
5.9.1
|
keep the Premises in a clean, tidy and sanitary condition;
|
5.9.2
|
keep the Premises, including all fixtures and fittings in it (whether belonging to the Landlord or the Tenant), all mechanical and electrical equipment in and serving the Premises and the Conducting Media in and serving the Premises and reasonably accessible to the Tenant in good and tenantable repair and condition (except for fair wear and tear); and
|
5.9.3
|
immediately make good, to the satisfaction of the Landlord, any damage caused to the Premises (including the Landlord’s fixtures and fittings in it) or any other part of the Building or the Park by the Tenant.
|
5.10
|
Landlord’s Right of Inspection and Repair
|
5.10.1
|
The Tenant must allow the Landlord to enter the Premises at all reasonable times to:
|
(d)
|
determine the source of any interference or disturbance to other tenants and occupants.
|
5.10.2
|
If any breach, defects, disrepair, removal of fixtures or unauthorised alterations, additions or installations are found on inspection for which the Tenant is liable, then, on notice from the Landlord, the Tenant must carry out the necessary works with due diligence within the time
|
5.10.3
|
If the Tenant does not complete the necessary works in time, the Landlord may enter the
|
(a)
|
remove its own installations, machinery or any article so as to facilitate the Landlord’s execution of things, repairs and works and if the Tenant fails to do so, the Landlord may effect such removal at the Tenant’s costs and expense; and
|
(b)
|
cease activities to such extent and during such hours as the Landlord may specify by notice to the Tenant in order to carry out such works (including without limitation, investigations relating thereto).
|
5.11
|
Landlord’s Right of Entry for Repairs
|
5.11.1
|
The Tenant must allow the Landlord to enter the Premises at all reasonable times after giving to the Tenant prior notice (except in an emergency):
|
(a)
|
to carry out any works relating to the Conducting Media and to install additional Conducting Media;
|
(b)
|
to carry out any works which the Landlord considers necessary or desirable to any part of the Building or the Park (including the services and facilities in it);
|
(c)
|
to exercise any right granted to or to comply with any obligation of the Landlord under the Lease or the Head Lease or any obligation owed to any third party having legal rights over the Premises, the Building or the Park;
|
(d)
|
to alter, repair or maintain the Premises, the Building or the Park (including cleaning the exterior windows of the Building);
|
(e)
|
to develop the remainder of the Building or the Park, including the right to build onto any boundary wall of the Premises; or
|
(f)
|
to construct, alter, maintain, repair or fix anything or additional thing serving such property and running through or on the Premises and the Landlord shall also have the right to grant access to any of the Authorities to carry out any works at the Premises including but not limited to any surrounding areas if so required by the Authorities.
|
5.11.2
|
The Landlord need not pay any compensation for any nuisance, annoyance, inconvenience, damage or loss caused to the Tenant. Nonetheless, the Landlord will endeavour to cause as little disturbance as is reasonably possible in the circumstances.
|
5.11.3
|
If required by the Landlord, the Tenant shall:-
|
(a)
|
remove its own installations, machinery or any article so as to facilitate the Landlord’s execution of things, repairs and works and if the Tenant fails to do so, the Landlord may effect such removal at the Tenant’s cost and expense; and
|
(b)
|
cease activities to such extent and during such hours as the Landlord may specify by notice to the Tenant for any work (including without limitation, investigations relating thereto) to be executed by the Landlord.
|
5.12
|
Vacating the Premises
|
5.12.1
|
At the expiry or sooner determination of the Term, the Tenant must:-
|
5.12.2
|
Prior to vacating the Premises, the Tenant must at its cost carry out the reinstatement works to restore the Premises to its Original Condition (except fair wear and tear) as set out in the Tenants’ Guide and in accordance with the Landlord’s additional reinstatement requirements
(‘Reinstatement Works’).
|
5.12.3
|
If the Tenant took over fixtures, fittings and/or furniture of any previous occupant, the Reinstatement Works shall include the removal all such fixtures, fittings and furniture.
|
5.12.4
|
If the Tenant fails to comply with any of its obligations set out above, the Landlord may carry out the Reinstatement Works (or such part thereof as may remain uncompleted) at the Tenant’s cost and expense.
|
5.12.5
|
If the Landlord carries out such Reinstatement Works:-
|
(a)
|
the Landlord must complete the works within a reasonable period; and
|
(b)
|
the Tenant must pay the Landlord immediately on demand:
|
(i)
|
all the Landlord’s costs together with Interest from the date of expenditure to the date they are paid by the Tenant to the Landlord (such expenses and Interest to be recoverable as if they were rent in arrears);
|
(ii)
|
a sum (the
‘Additional Sum’)
equivalent to the Gross Rent calculated based on the period (the
‘Reinstatement Period’)
taken by the Landlord to complete the works.
|
5.12.6
|
If the Landlord is agreeable that the Reinstatement Works be delayed with the intent of procuring a replacement tenant to take over the Tenant’s fixtures and fittings, the Landlord shall be entitled to require the Tenant to pay a further sum to be determined by the Landlord by reference to the costs and expenses that would be required to complete such Reinstatement Works (the ‘Further
Sum’).
If such replacement tenant agrees to take over the Tenant’s fixtures and fittings, the Tenant shall be deemed to have consented to the transfer of its title in the fixtures and fittings to the replacement tenant and upon:-
|
(a)
|
the Tenant issuing a written confirmation to that effect; and
|
(b)
|
the replacement tenant undertaking in writing to take over the Tenant’s fixtures and fittings and agreeing in writing to reinstate the Premises,
|
5.12.7
|
A statement from the Landlord of the costs incurred, the Additional Sum and the Further Sum is conclusive and binding on the Tenant (save for manifest error).
|
5.
13
|
Permitted Use
|
5.13.1
|
Subject to Clause 5.13.3 below, the Tenant shall not use the Premises for any purpose except for the Permitted Use for the business of the Tenant.
|
5.13.2
|
The Tenant shall obtain and keep in force all necessary approvals required by law for the operation of its business in the Premises, at its own cost, and expense and must ensure that the terms and conditions of such approvals are strictly complied with.
|
5.13.3
|
The Tenant must ensure that not more than 40% of the Floor Area is used for purposes ancillary to the Permitted Use, as approved by (a) the Urban Redevelopment Authority or other
|
5.14
|
Not to Void Insurance
|
5.15
|
Viewing
|
5.15.1
|
Within six (6) months before the end of the Term, the Tenant shall allow all persons authorised
|
5.15.2
|
At any time during the Rent Free Period (if any) and the Term, the Tenant shall allow all
|
5.16
|
Compliance with the Law
|
5.16.1
|
The Tenant must comply, at its cost, with the Law and all requirements of the Authorities in
|
(a)
|
the Premises or the use or occupation of the Premises;
|
(b)
|
anything in or done in the Premises by the Tenant; and
|
(c)
|
the observance or performance of the Tenant’s obligations under the Lease,
|
5.16.2
|
Without prejudice to Clause 5.16.1, the Tenant shall not allow the Premises to be used as a
|
5.17
|
Acceptance of Existing State and Condition
|
5.18
|
Confidentiality of Information
|
5.19
|
Indemnity by Tenant
|
5.19.1
|
any occurrences in the Premises or the use or occupation of the Premises by the Tenant or by any of the Tenant’s employees, independent contractors, agents or any permitted occupier;
|
5.19.2
|
the Tenant or its employees, independent contractors, agents or any permitted occupier of the Premises, the Building or any property in them (including without limitation, those caused directly or indirectly by the use or misuse, waste or abuse of the Utilities or faulty fittings or fixtures) or the condition of any part of the interior of the Premises; and
|
5.19.3
|
any default by the Tenant in complying with the provisions of the Lease.
|
5.20
|
Assignment and Subletting
|
5.20.1
|
The Tenant shall not assign, sublet, mortgage or charge the Lease or the Premises.
|
5.20.2
|
The Tenant shall not licence, part with or share possession or occupation of the Premises or grant third parties any rights over the Premises.
|
5.20.3
|
Where the Tenant is a company, any change in the management control or majority shareholders of the Tenant made without the prior consent of the Landlord will be treated as an assignment of the Lease.
|
5.20.4
|
For the purpose of this Clause, “majority shareholder” means a person who:
|
(a)
|
controls the composition of the board of directors of the Tenant; or
|
(b)
|
controls more than 50% of the issued share capital of the Tenant; or
|
(c)
|
controls more than 50% of the voting power of the Tenant.
|
5,20,5
|
Subject to Clause 5.20.1, if the Tenant is a sole-proprietor or comprises of partners carrying on business under a business name registered under the Business Registration Act, the Tenant shall not effect any change in the constitution or membership of the sole-proprietorship or partnership without the Landlord’s prior consent.
|
5.20.6
|
In the event the Landlord grants its consent, the Landlord shall be entitled at its absolute discretion to impose such terms and conditions and charge such fees as the Landlord shall see fit and Section 17 of the Conveyancing and Law of Property Act (Chapter 61) shall not apply.
|
5.21
|
No Lodgment of Caveat, Registration of Lease and Subdivision
|
5.21.1
|
The Tenant shall not lodge a caveat in respect of the Lease nor register the Lease at the Singapore Land Registry, whether before or during the Term. The Tenant undertakes to immediately withdraw any caveats lodged in default of this Clause.
|
5.21.2
|
The Tenant must not require the Landlord to subdivide the Building or do any act which could result in the Landlord being required to subdivide the Building.
|
5.21.3
|
The Landlord and the Tenant hereby agree and acknowledge that the Lease does not operate as a lease capable of registration under the provisions of the Land Titles Act (Cap. 157) or any other Law.
|
5.22
|
Prevention of Infectious Diseases
|
5.22.1
|
The Tenant shall take all steps and measures, at the Tenant’s cost and expense, to prevent any outbreak, spread or any transmission whatsoever of any Infectious Disease (including, but not limited to, thoroughly fumigating and disinfecting the Premises to the satisfaction of the Authorities) and to, without prejudice to Clause 5.16, to promptly comply, at the Tenant’s cost and expense, with the Law and all guidelines, rules and requirements of the Authorities relating to the prevention of any outbreak and/or spread of Infectious Diseases.
|
5.22.2
|
The Tenant shall forthwith give notice to the Landlord and the Authorities if the Tenant is aware or suspects that any person is suffering, has died from, is a carrier or a contact of, or is at risk of infection from an Infectious Disease and provide such required information or particulars.
|
5.23
|
Head Lease
|
5.23.1
|
The Tenant shall comply with and be bound by the conditions (if any) imposed by the Head Landlord in granting its consent to the lease of the Premises to the Tenant.
|
5.23.2
|
The Tenant shall comply with, perform, observe and be bound by the obligations contained or referred to in the Head Lease insofar as they relate to the Premises. The Tenant shall also comply with, perform, observe and be bound by the obligations of any additional or supplemental documents made or to be made from time to time between the Landlord and the Head Landlord pursuant to the Head Lease in relation to the Building and/or the Park.
|
5.24
|
Change of Name
|
5.25
|
Additional Property Tax
|
5.25.1
|
The Tenant must pay to the Landlord immediately on demand, any additional property tax (
‘Additional Property Tax’
).
The Additional Property Tax shall be the property tax payable for or apportioned as attributable to the Premises (in respect of each month of the Rent Free Period (if any) and the Term) arising from an increase in the annual value of or attributable to the Premises or an increase in the rate of property tax of or attributable to the Premises over and above the annual value and the rate of property tax prevailing on the Commencement Date. If the Tenant fails to comply with this Clause 5.25, the Additional Property Tax together with Interest accruing from the date of the Landlord’s demand until the date of payment will be recoverable from the Tenant as if it were rent in arrears.
|
5.25.2
|
The liability of the Tenant to pay the Additional Property Tax will not be affected by the expiry or sooner determination of the Term.
|
5.25.3
|
Objection to or appeals in respect of any assessment of annual value or imposition of property tax on the Premises may only be made by the Landlord at its sole discretion.
|
6.
|
LANDLORD’S OBLIGATIONS
|
6.1
|
Quiet Enjoyment
|
6.2
|
Property Tax
|
6.3
|
Management of the Building
|
6.3.1
|
keep the exterior of the Building, the Common Property, the mechanical and electrical services and other services, amenities and facilities in the Building provided by the Landlord for
|
6.3.2
|
provide lift services during the hours specified by the Landlord, electricity for the lighting of the Common Property within the Building and water for the toilet and bathroom facilities, if any, in the Common Property in the Building;
|
6.3.3
|
keep the Common Property sufficiently cleaned and lit; and
|
6.3.4
|
insure the Building (excluding fixtures and fittings installed by the Tenant) against damage by fire and such other risks which the Landlord decides are necessary.
|
7.
|
LANDLORD NOT LIABLE
|
7.1
|
No Claim by Tenant
|
7.1.1
|
any interruption in any of the services mentioned in Clause 6.3 due to necessary repair, maintenance, damage or destruction of any installations or equipment or mechanical, electrical, electronic, microprocessor, software or other defect, malfunction or breakdown; or
|
7.1.2
|
any act, omission, negligence or misconduct of (a) any employee of the Landlord or any person acting under such employee in respect of the Premises or the Building; (b) the employee, agent or independent contractor of the Landlord in performing any duty relating to the services mentioned in Clause 6.3; or (c) any contractor nominated or approved by the Landlord under the Lease, and such contractor appointed by the Tenant will not be treated as an employee or agent of the Landlord or (d) any other person in the Building; or
|
7.1.3
|
leakage or defect in the piping, wiring and sprinkler system or defect (inherent or otherwise) in the structure of the Building; or
|
7.1.4
|
the use of the car parks in the Building; or
|
7.1.5
|
the violation of the Tenants’ Guide by any of the other tenants, invitees, licensees or other occupiers in the Building including their employees, independent contractors, agents, visitors, invitees or licensees; or
|
7.1.6
|
any failure or delay by the Landlord in the taking or implementing of any measures or the insufficiency of any such measures taken by the Landlord, to prevent any outbreak or spread whatsoever of any Infectious Disease in the Building; or
|
7.1.7
|
any terrorist act regardless of any other cause or event contributing concurrently or in any other consequence to the loss (including, but not limited to, any action taken in controlling, preventing, suppressing or in any way relating to any terrorist act); or
|
7.1.8
|
any Force Majeure; or
|
7.1.9
|
any failure or inability or defect in the supply or character of electricity, water (including chilled water) or where applicable, gas, supplied to the Premises by any service provider supplying the Building with electricity, water (including chilled water) or where applicable, gas; or
|
7.1.10
|
for accidents happening or injuries sustained or for loss of or damage to property in the Premises, the Building or the Park.
|
8.
|
OTHER TERMS
|
8.1
|
Re-entry
|
8.1.1
|
The Tenant will be in default under the Lease if, during the Term:
|
(a)
|
the Tenant fails to pay the Gross Rent or any other sum payable under the Lease within seven (7) days after the due date (whether or not formally demanded);. or
|
(b)
|
the Tenant fails to comply with its obligations under the Lease (other than payment of Gross Rent and any other sum payable under the Lease) and (where the breach is capable of remedy) fails to make good the default within fourteen (14) days (or any other period stipulated by the Landlord) of the Landlord’s notice ; or
|
(c)
|
any distress or execution is levied on the Tenant’s property and is not discharged within seven (7) days; or
|
(d)
|
an event of insolvency occurs or is likely to occur in relation to the Tenant.
|
8.1.2
|
In any of the above events, the Landlord may re-enter and take possession of the Premises (or any part of it) at any time (even if any previous right of re-entry has been waived) and to repossess the Premises and the Term and the Lease shall absolutely cease and determine.
|
8.1.3
|
The exercise of the Landlord of its right of re-entry will not affect any rights of the Landlord against the Tenant (including rights in respect of the default under which the re-entry is made).
|
8.1.4
|
The Tenant must indemnify the Landlord from and against all cost, loss, damages and expenses (including, without limitation, Gross Rent for the Rent Free Period and loss of Gross Rent which would have been payable by the Tenant if the Term had been completed and all costs and expenses incurred for re-letting or attempted re-letting of the Premises), suffered by the Landlord as a result of the Landlord exercising its right of re-entry. This indemnity will not affect the other rights and remedies of the Landlord against the Tenant.
|
8.2
|
Government Acquisition
|
8.3
|
Removal of property after the end of Lease
|
8.3.1
|
If the Gross Rent or any other sums payable under the Lease shall be unpaid, the Tenant shall, upon the Landlord’s notice, leave any property of the Tenant specified by the Landlord in the Premises.
|
8.3.2
|
If any property of the Tenant remains on the Premises after the Tenant has vacated the Premises after the expiry or sooner determination of the Term whether under Clause 8.3.1 or for any other reason whatsoever, the Landlord shall be entitled, and shall be deemed to be authorized, to remove, store, deal with, sell and dispose of the property in any manner which the Landlord thinks is appropriate. All costs and expenses incurred by the Landlord together with Interest from the date of expenditure until the date they are paid by the Tenant to the Landlord shall be recoverable from the Tenant as if they were rent in arrears. The Landlord shall be entitled to apply the proceeds of sale (if any) against such costs, expenses and Interest and any other amounts owing by the Tenant to the Landlord. The Landlord shall return the balance, if any, to the Tenant.
|
8.3.3
|
The Tenant must indemnify the Landlord against any liability incurred by the Landlord to any third party whose property is dealt with or disposed of by the Landlord in the mistaken belief (which will
|
8.4
|
Notices
|
8.4.1
|
A notice given or required to be given under the Lease must be in writing.
|
8.4.2
|
A notice to the Tenant is only valid if given by hand or sent by registered post to the Premises.
|
8.4.3
|
A notice to the Landlord is only valid if sent by registered post to the registered office for the time being of the Landlord or any other address notified by the Landlord to the Tenant.
|
8.4.4
|
Any notice will be treated as served:
|
(a)
|
(for notice given by hand) immediately on the day upon which it is sent; and
|
(b)
|
(for notice by registered post) twenty-four (24) hours after posting and in proving it, it will be adequate to show that the envelope containing the notice was addressed, stamped and posted.
|
8.5
|
Service of Process
|
8.5.1
|
the Landlord by registered post to its business address;
|
8.5.2
|
the Tenant by registered post to or by leaving or affixing it at the business address or the Premises notwithstanding that it is returned by the post office undelivered; or
|
8.5.3
|
the solicitor for the Landlord or the Tenant in the manner provided in this Clause.
|
8.6
|
Prohibition against Offsetting
|
8.7
|
Costs and Expenses
|
8.7.1
|
for drawing up, negotiating and completing Side Letter(s), if any;
|
8.7.2
|
for considering a request for any consent or approval by the Landlord (including fees imposed by the Landlord’s consultants for advising the Landlord); and
|
8.7.3
|
as a result of a default by the Tenant of the Lease.
|
8.8
|
Remedial Measures.
|
8.9
|
No Waiver
|
8.9.1
|
The Landlord’s consent or waiver to any default by the Tenant of its obligations in the Lease is only effective if it is in writing. Mere knowledge or consent by conduct (expressed or implied) of the Landlord of such default by the Tenant will not be implied or treated as a waiver.
|
8.9.2
|
Such consent or waiver by the Landlord must not be taken as a consent or waiver to another default by the Tenant of the same obligation or a default of another obligation in the Lease.
|
8.9.3
|
The Landlord will not be treated as waiving its right to proceed against the Tenant in respect of any default by the Tenant of its obligations in the Lease, if the Landlord accepts the Gross Rent or any other sum payable by the Tenant under the Lease.
|
8.10
|
Representations
|
8.10.1
|
The Lease forms the entire agreement between the Landlord and the Tenant relating to the lease of the Premises.
|
8.10.2
|
The Landlord is not bound by any representations or promises with respect to the Building, the Premises or the Park if they are not stated in the Lease whether written or oral, express or implied by common law, statute or custom or otherwise.
|
8.10.3
|
The Tenant confirms that it has not agreed to or executed the Acceptance or any Side Letter(s) relying on any representation made by the Landlord or on its behalf which is not stated in the Lease.
|
8.10.4
|
The Landlord and the Tenant each represents, warrants and undertakes that it has full power and authority to enter into and perform the Lease and the Lease is valid and binding on its part.
|
8.11
|
Tenants’ Guide
|
8.11.1
|
The Tenant must comply with the Tenants’ Guide and ensure that its employees, agents, independent contractors and permitted occupiers comply with the Tenants’ Guide.
|
8.11.2
|
The Landlord may make and vary the Tenants’ Guide at any time.
|
8.11.3
|
The provisions of the Lease will prevail where there is inconsistency between such provisions and the Tenants’ Guide.
|
8.12
|
Landlord may Assign
|
(a)
|
is treated to have consented to such transfer and must accept the transferee as its new landlord;
|
(b)
|
must release the Landlord from all its obligations under the Lease, including without limitation, the Landlord’s obligation to refund the Security Deposit Amount and other sums that the Landlord is obliged to refund under the Lease;
|
(c)
|
must become a party to and sign the assignment or novation agreement in respect of the Lease with the Landlord and its transferee, if required by the Landlord. Such agreement will be prepared by the Landlord or its transferee at its own cost; and
|
(d)
|
if requested by the Landlord, where the Security Deposit Amount is furnished by way of a bank guarantee, procure a replacement bank guarantee to be issued in favour of the transferee.
|
8.13
|
Unenforceability and Severance
|
8.14
|
Governing Law and Submission to Jurisdiction
|
8.14.1
|
The Offer Letter and the Lease are governed by Singapore law.
|
8.14.2
|
The parties agree to submit to the jurisdiction of the courts of the Republic of Singapore.
|
8.14.3
|
Where the Tenant is a company that is neither incorporated nor registered in Singapore:-
|
(a)
|
the Tenant undertakes to deliver to the Landlord a copy of the letter issued by the process agent to the Landlord, consenting to irrevocably act as the Tenant’s process agent, within seven (7) days of appointment, in a form approved by the Landlord;
|
(b)
|
the service of process on the Tenant is treated as completed upon leaving the documents at the last known address of the process agent; and
|
(c)
|
Clause 8.14.3 will not affect the right of the Landlord to serve process in any other manner permitted by Law.
|
8.15
|
Contracts (Rights of Third Parties) Act Cap 53B
|
8.16
|
Limitation of Liability
|
|
Subsidiaries of Fluidigm Corporation (Delaware):
|
|
Fluidigm K.K. (Japan)
|
|
Fluidigm Europe, B.V. (Netherlands)
|
|
Fluidigm Singapore Pte. Ltd. (Singapore)
|
|
Fluidigm (Shanghai) Instrument Technology Company Limited (China)
|
|
Fluidigm Sciences Inc. (Delaware)
|
|
Subsidiaries of Fluidigm Europe, BV (Netherlands):
|
|
Fluidigm France SARL (France)
|
|
Fluidigm UK Limited (United Kingdom)
|
|
Subsidiaries of Fluidigm Sciences Inc. (Delaware):
|
|
Fluidigm Canada Inc. (Ontario, Canada)
|
|
DVS Sciences (UK) Ltd. (United Kingdom)
|
(2)
|
Registration Statements (Form S-8 Nos. 333-172206, 333-180363 and 333-187204) pertaining to the 1999 Stock Option Plan, 2009 Equity Incentive Plan, and 2011 Equity Incentive Plan of Fluidigm Corporation, and
|
(3)
|
Registration Statement (Form S-8/S-3 No. 333-194084) pertaining to (a) the 2011 Equity Incentive Plan of Fluidigm Corporation, (b) stock options granted under the DVS Sciences, Inc. 2010 Equity Incentive Plan, as amended, assumed by Fluidigm Corporation, and (c) the DVS Sciences, Inc. Stock Restriction Agreements and Restricted Stock Purchase Agreements assumed by Fluidigm Corporation;
|
1.
|
I have reviewed this annual report on Form 10-K of Fluidigm Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
Date: March 12, 2014
|
|
|
By:
|
|
/s/ Gajus V. Worthington
|
|
|
|
|
|
Gajus V. Worthington
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Fluidigm Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 12, 2014
|
|
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
|
|
Vikram Jog
|
|
|
|
|
|
Chief Financial Officer
|
|
By:
|
/s/ Gajus V. Worthington
|
|
|
Gajus V. Worthington
|
|
|
President and Chief Executive Officer
|
|
|
Date: March 12, 2014
|
|
By:
|
/s/ Vikram Jog
|
|
|
Vikram Jog
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date: March 12, 2014
|