Tenant Deposits. All tenant and licensee security deposits collected and not applied by ​ (and interest thereon if required by Law or contract) shall be transferred or credited to ​ at Closing. As of the Closing, ​ shall assume ​’s obligations related to tenant and licensee security deposits, but only to the extent they are credited or transferred to ​. Any and all deposits, bonuses or similar payments by any licensees under the License Agreements or any vendors under the Service Contracts shall be retained by ​ and not prorated or credited to ​. In the event the security deposit shall have been deposited with ​ in a form other than cash (e.g., letter of credit), ​ shall satisfy its obligations hereunder with respect to such security deposit by delivering to Escrow Agent, to be held in trust for the benefit of ​, an assignment of such security deposit to ​ with written instructions to the issuer of such deposit to transfer the same to ​, and appropriate instruments of transfer or assignment.

Tenant/Leases. As of the Effective Date, [Exhibit G] lists all tenants of the Properties and the Lease Files include all leases and amendments with such tenants. To ​’s knowledge, ​ has not entered into any License Agreement or Lease or other right relating to the use or possession of the Properties or any part thereof except for the tenants under the Leases or the occupants under the License Agreements.

Landlord’s construction management fee of four percent (4%) of the total costs of the Tenant Improvements.

Inspection. At all times during construction of the Tenant Improvements and upon completion of the Tenant Improvement Work, Landlord and Landlord’s employees and agents shall have the right to inspect the Tenant Improvements, and to require the correction of any faulty work or any material deviation from the Approved TI Construction Drawings; provided, however, that if Landlord determines that any faulty work or material deviation exists that might adversely affect the structure of the Building or the Base Building Systems, then # Landlord, at Tenant’s expense, may take such action (including suspension of construction of the Tenant Improvements) as Landlord reasonably deems necessary to correct such defect, and # until such defect is corrected, Landlord may withhold from the disbursement of the Tenant Improvement Allowance an amount equal to one hundred fifty percent (150%) of the estimated cost to correct such defect. Tenant shall not close-up any Tenant Improvements affecting the Base Building Systems until the same have been inspected by Landlord’s agents. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any Applicable Laws, and Tenant remain fully responsible and liable therefor.

Tenant shall be responsible for delays and additional costs in completion of the design and construction of the Tenant Improvements caused by its changes to the Tenant Improvement Plans or by delays caused by Tenant’s special materials that require a long lead-time for delivery.

Tenant’s Architect and Engineers. Tenant has shall retain an architect (“Tenant’s Architect”) to design the Tenant Improvements and prepare the Space Plan, the Preliminary Plans, and Final Working Drawings (each as defined in Section 2.2), which Tenant’s Architect shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Tenant shall retain such engineers

Tenant shall indemnify Landlord against and hold Landlord harmless from any mechanic’s lien or other lien arising out of the making of any alterations, repairs, additions or improvements by Tenant.

Payment for Improvements. In connection with any Alterations that affect the Building systems (other than minor changes such as adding or relocating electrical outlets and thermostats), or which have a cost in excess of $100,000, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.

Cost of Improvements. “Cost of Improvement” shall mean, with respect to any item or component for which a cost must be determined in order to allocate such cost, or an increase in such cost, to Tenant pursuant to this Tenant Work Letter, the sum of the following (unless otherwise agreed in writing by Landlord and Tenant with respect to any specific item or component or any category of items or components): # all sums paid to contractors or subcontractors for labor and materials furnished in connection with construction of such item or component; # all costs, expenses, payments, fees and charges (other than penalties) paid to or at the direction of any city, county or other governmental or quasi-governmental authority or agency which are required to be paid in order to obtain all necessary governmental permits, licenses, inspections and approvals relating to construction of such item or component; # engineering and architectural fees for services rendered in connection with the design and construction of such item or component (including, but not limited to, the Architect for such item or component and an electrical engineer, mechanical engineer, structural engineer and civil engineer, if applicable); # sales and use taxes; # testing and inspection costs; # the cost of power, water and other utility facilities and the cost of collection and removal of debris required in

Ownership of Improvements. Arcus shall own all right, title and interest in and to any Improvements invented solely by Arcus, including, without limitation, any Intellectual Property Rights therein. Each Party shall own a fifty percent (50%) undivided interest in all Joint Improvements. The Parties hereby make any assignments necessary to accomplish the foregoing ownership provisions. Except as expressly provided in this Agreement and subject to any restrictions therein, each joint owner may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner; provided that any assignment, license or other disposition or use # shall at all times be and remain subject to the grants of rights and accompanying conditions and obligations with respect thereto under this Agreement, and # allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to Develop and Commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition.