Base Building Improvements. Landlord, at its cost, shall perform or cause to be performed the base building improvements described in [Schedule 1] attached hereto (the “Base Building Improvements”) in a good and professional manner and substantially in accordance with the plans and specifications listed on [Schedule 2] (the “Building Plans”) prepared by HOK (“Landlord’s Architect”).

Substantial Completion of the Base Building Improvements. Landlord shall use commercially reasonable efforts to cause the Base Building Improvements that are required to permit Tenant to enter the Premises for purposes of performing the Tenant Improvement Work to be Substantially Complete on or before ​, subject to Force Majeure Events and Tenant Delays. Tenant shall have the right to reasonably monitor and confirm Landlord’s completion of such Base Building Improvements substantially in conformance with the Building Plans. Landlord will give Tenant at least five (5) Business Days’ prior written notice of the date on which such Base Building Improvements are anticipated to be Substantially Complete (the “Substantial Completion Date”). “Substantially Complete” or “Substantial Completion” shall mean that # the Base Building Improvements that are required to permit Tenant to enter the Premises for purposes of performing the Tenant Improvement have been completed in accordance with the Building Plans, the correction or completion of which items, collectively, will not substantially interfere with Tenant’s ability to commence the Tenant Improvement Work and # Tenant is legally permitted to enter the Premises for purposes of performing the Tenant Improvement Work. Landlord and Tenant shall then arrange a mutually convenient time, no later than ten (10) Business Days after the anticipated Substantial Completion Date specified in Landlord’s notice, for Tenant and/or Tenant’s Architect (as defined below) and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of the Base Building Improvements.

Schedule # Base Building Improvements

Landlord Responsible. Landlord, at its expense, shall construct the Base Building Improvements.

No ceilings are to be installed except in restrooms and Building main lobby. Ceilings will not be installed as part of base building improvements.

Operable Base Building Systems; Warranty. Landlord shall deliver the Premises with the Building’s heating, ventilating and air conditioning system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment (collectively, the “Base Building Systems”), the structural elements of the Premises and the foundation of the Building in good working order and repair. If, during the one (1) year period following the Delivery Date, it is determined that any of the Base Building Systems are not in good working order and repair, then Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant (including as Operating Expenses), shall take such other action as may be necessary to place the applicable Building System in the good working condition; provided, however, that if Tenant does not give Landlord written notice of any deficiency of any of the Base Building Systems within one (1) year after the Delivery Date , Landlord shall not be responsible for correcting such condition pursuant to this Paragraph 10.2 but rather such condition shall be corrected as otherwise provided in the Lease and the cost of performing such correction shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7 or performed by Tenant as required under Paragraph 11. Landlord’s warranty hereunder does not cover the cost of normal repair, maintenance or replacement expected in light of the specifications of the applicable construction materials, equipment or system.

The purpose of this Agreement is to set forth the respective responsibilities of Landlord and Tenant with respect to (a) Landlord’s completion of the Base Building Improvements (as defined in [Section 1.1] below) and (b) the design and construction of all alterations, additions and improvements that Tenant may deem necessary or appropriate to prepare the Premises for initial occupancy by Tenant under the Lease. Such alterations, additions and improvements to the Premises (other than the Base Building Improvements) are referred to in this Agreement as the “Tenant Improvements,” and the work of constructing the Tenant Improvements is referred to as the “Tenant Improvement Work.”

Improvements. WuXi ATU shall own all right, title, and interest in any Improvements in WuXi ATU Property that is generally applicable for the manufacture and testing of biological products and does not specifically rely upon Graphite Property.

Compliance with Applicable Laws. The Base Building Improvements shall comply in all material respects with all Applicable Laws (as applied and interpreted as of the Lease Date). If any of the Tenant Improvements result in a requirement under Applicable Laws that changes or modifications are required to be made to the Base Building Improvements (“​ Compliance Work”), Landlord agrees to perform such ​ Compliance Work; provided, however, that Tenant shall, within twenty (20) days following receipt of invoices therefor, reimburse Landlord for the costs and expenses incurred by Landlord in performing the ​ Compliance Work, and any delay in the Substantial Completion Date resulting from such ​ Compliance Work shall constitute a Tenant Delay. Notwithstanding the foregoing, prior to commencing any ​ Compliance Work, Landlord shall notify Tenant of the nature and estimated cost of such work and the impact of performing such ​ Compliance Work on the construction schedule for the Base Building Improvements. Tenant shall have the right, within five (5) Business Days after receipt of Landlord’s notice, to modify Tenant’s plans so as to eliminate the necessity for performance of the ​ Compliance Work; provided, however, that any delay resulting from the investigation and pricing of the ​ Compliance Work shall constitute a Tenant Delay.

Exercise of Option. Landlord will give notice to Tenant (an “Offering Notice”) setting forth Landlord’s intent to construct the Station 5 Building and to make the Station 5 Building available for lease. The Offering Notice shall include # the rentable square footage of the Station 5 Building that Landlord intends to construct, for which rentable square footage Landlord shall have obtained approvals through the Site Plan and Architectural Review process of the City of San Mateo, # the six-month time period during which Landlord anticipates completing the base building improvements of the Station 5 Building and delivering possession thereof for completion of tenant improvements, and # a copy of the building plans for the Station 5 Building. Tenant shall exercise the Expansion Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election (the “Expansion Exercise Notice”) no later than thirty (30) days after the date of the Offering Notice, the time of such exercise being of the essence. Tenant’s Expansion Exercise Notice shall set forth the rentable square footage of the Station 5