Payment for Improvements. With respect to payments to be made to Tenant's contractors for any Alterations, Tenant shall # comply with Landlord's reasonable requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and # cause Tenant's contractor to sign Landlord's standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, in connection with all Alterations, Tenant shall pay Landlord an oversight fee equal to three percent (3%) of the hard costs of such work to compensate Landlord for all overhead, general conditions, fees, and other costs and expenses arising from Landlord's involvement in such work. In any event, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with such work.

Completion of Improvements. ​ shall have received evidence satisfactory to ​ of the Completion of the Improvements.

Ownership of Improvements. WuXi shall own all right, title and interest in and to any Improvements invented solely by WuXi including, without limitation, any Intellectual Property Rights therein, and all such Improvements will be included within the licensed rights granted in Section 2.1. WuXi and Arcus (or if Arcus so designates in writing, its Affiliates and its and their sublicensees) shall each have an undivided fifty percent (50%) ownership interest in all Joint Improvements, including without limitation, any Intellectual Property Rights therein. WuXi’s interest in its own Improvements and all Joint Improvements will be included within the licensed rights granted in Section 2.1 provided they relate to the rights granted under this Agreement. WuXi shall obtain and maintain licenses for any and all improvements of its other licensees and their direct and indirect sublicensees (collectively, with WuXi’s own Improvements and its interest in the Joint Improvements, the “WuXi Improvements”) so that it may include any and all such WuXi Improvements within the licensed rights granted in Section 2.1 provided they relate to the rights granted by WuXi under this Agreement, and any and all such WuXi Improvements shall automatically be included within the licensed rights granted in Section 2.1, provided they relate to the rights granted under this Agreement. WuXi will promptly disclose all such WuXi Improvements to Arcus during the Term of this Agreement.

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”).

Inventions and Improvements. Any invention or development of any kind related to Titan's business made or conceived by Executive (solely, jointly or in conjunction with anyone else) while he is employed by Titan pursuant to this Agreement shall be promptly disclosed by Executive to Titan and shall be the sole property of Titan. Executive shall execute an assignment to Titan, or to another designated by it, of his entire claim to and interest in each such invention or development. Executive undertakes to sign all lawful papers and, at Titan's expense, to assist it in every lawful way to obtain and sustain patents or copyrights for its benefit in any such inventions or developments when requested by Titan. Executive shall not be entitled to compensation beyond his Base Salary or Adjusted Base Salary, if any, for the performance of any such acts.

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.

the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith

l Drive on-going cost improvements and operational efficiencies to achieve optimal P&L and effective day-to-day management of the company.

All Tenant Improvements shall be constructed of Landlord’s standard building materials. Otherwise, Premises shall be delivered to Tenant in “As-Is” conditions. Any additional Tenant Improvements shall be at the sole cost of the Tenant and only permissible with prior written consent by Landlord.

Allocation of Responsibility. This ​ Work Letter exhibit (the “Work Letter”) describes the allocation of responsibility between ​ and ​ for the design and initial construction of improvements at the Premises. Other than the Improvements (hereinafter defined), ​ has no obligation to construct any improvements on the Land, or to contribute to the cost of any improvements made or otherwise desired by ​, as a condition to the Premises being Ready for Occupancy.