“[[Cellectis:Organization]] Indemnified Party” is defined in Section 10.2.

Improvement Allowance/Improvement Work. The sum of the Turnkey Improvement Allowance and the Tenant’s Work Allowance, each as defined in Exhibit D.

Improvement Period. With respect to any Licensed Product (i.e., after Janssen has exercised its Commercial Option), Janssen may implement Functional Improvements in accordance with and subject to [Section 5.6.2] at any time during the Improvement Period for such Licensed Product. For clarity, if Janssen exercises the Commercial Option for a Next Generation Candidate, then the Improvement Period for the Licensed Product containing such Next Generation Candidate shall begin on the applicable Exercise Effective Date.

Improvement Allowance. Landlord and Tenant hereby acknowledge that pursuant to the terms of Section 2.5 of the First Amendment Work Letter and Section 2 of the Second Amendment, Tenant is entitled to a one-time Improvement Allowance in the amount of $12,698,190.00 (the "12780 Improvement Allowance") for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Premises. In connection with the increase of the Landlord Contribution Amount set forth in Section 8 above, Landlord and Tenant hereby desire to decrease such 12780 Improvement Allowance, and accordingly, effective as of the date of this Third Amendment, # Landlord and Tenant hereby decrease the 12780 Improvement Allowance by $50,000.00 to a new total of $12,648,190.00, and # the term “12780 Improvement Allowance” shall hereafter refer to such amount.

Continuous Improvement. Supplier shall diligently and continuously improve the performance and delivery of the Services by Supplier and the elements of the policies, processes, procedures and systems that are used by Supplier to perform and deliver the Services, subject to the approval of Customer.

Improvement Patents. As between the Parties, Licensee will have the sole right to file, prosecute and maintain any and all Improvement Patents at its own expense. Licensee will consult with MSD with respect to the preparation, filing, prosecution and maintenance of the Improvement Patents in the Territory, to the extent such Improvement Patents claim Compound, Product or uses thereof, reasonably prior to any deadline for an action with respect thereto, and will consider in good faith any comments of MSD. Notwithstanding the foregoing, Licensee will have the right to discontinue the prosecution and maintenance of one or more Improvement Patents in the Territory, and in such case, Licensee will give notice to MSD thereof and will permit [[Identifier]] to continue the prosecution or maintenance of such Improvement Patent(s) in the Territory at its own expense; provided that ​; and provided, further that MSD consults with Licensee with respect thereto prior to any deadline for an action, including providing to Licensee a copy of any filings or submissions in connection therewith.

Improvement Costs. Landlord shall reimburse Tenant for the Improvement Costs (as hereinafter defined) incurred in constructing the Tenant Improvements, up to an amount equal to Thirteen and No/100 Dollars ($13.00) per rentable square foot of the Leased Premises (the “Tenant Allowance”) (By way of example, the Tenant Allowance would equal Two Million Four Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($2,437,500.00), if the final Rentable Area of the Leased Premises is 187,500 square feet), as follows:

Improvement Allowance. Tenant shall be entitled to a one-time improvement allowance in the sum of $40,000.00 (the “Improvement Allowance”) to reimburse Tenant for the actual third party costs relating to hard and soft costs of making improvements which are permanently affixed to the Premises (but not for purchase of trade fixtures, signage, furniture, equipment or inventory). The Improvement Allowance shall be available for disbursement pursuant to the terms hereof only if each of the conditions for the disbursement set forth in this Section 15 has been satisfied within twelve (12) months following the date of this Amendment. If such conditions have not been satisfied by such date, Landlord shall have no further obligation to disburse or to provide Tenant with a credit for the Improvement Allowance, and Tenant's right to receive the Improvement Allowance or any credit on account thereof shall be deemed to have been waived. The Improvement Allowance, to the extent payable hereunder, shall be paid to Tenant within thirty (30) days following the date that that Tenant shall have delivered to Landlord # reasonably detailed paid invoices from Tenant's contractors and vendors for the improvements and related costs for which the Improvement Allowance is to be disbursed, # signed permits for an such improvements, # properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8132 and [Section 8134] from all contractors and subcontractor, and # final as-built drawings.

CCX will use commercially reasonable efforts to ensure continuous improvements of the processing performance for the Bulk Drug Product at the Manufacturing Site in order to ensure efficient production, thereby generating potential savings that could be shared equally with VF through a reduction in the Transfer Price (“Continuous Improvements”). VF may assist CCX in its activities to generate and develop efficiency improvement and cost reduction ideas, new concepts and measures for implementation at the Manufacturing Site. This assistance may include audits, evaluation of joint engineering practices, new technologies and/or new manufacturing and supply chain management methods. CCX will use commercially reasonable efforts to make available sufficient resources to generate, develop and implement the Continuous Improvements. VF will reimburse CCX the reasonable costs incurred by CCX in carrying out the requested activities if the activities were pre-approved by VF in writing. The Joint Manufacturing Sub-committee (“JMC”) as regulated in the License Agreement will regularly meet and discuss continuous improvement matters. The Parties agree that any of VF’s sub-licensees may participate in the JMC. The Parties will conduct an annual JCM meeting where # CCX will inform VF about its annual continuous improvement and best practices goals and strategies in terms of potential savings and any potential reduction in the Transfer Price, and # The Parties will agree on the allocation of costs required in implementing any Continuous Improvement efforts.

Continuous Improvement. [[Bachem CH:Organization]] shall use Commercially Reasonable Efforts to identify and implement continuous cost, quality and Apellis service improvement programs by seeking productivity improvements, by minimizing waste and improving Drug Substance yields, and by # purchasing quality Materials at lower cost, # improving Manufacturing processes within the validated parameters for the Drug Substance, # streamlining organizational processes, and # reducing cycle times and lead times. The Parties shall meet at least once per Calendar Year during the Term to discuss and agree on # objectives for a continuous improvement program, including cost improvements that may be obtained in respect of the matters described above (“Continuous Improvement Program”) and # the means of measuring and implementing the results of the Continuous Improvement Program. Progress against objectives shall be measured quarterly. [[Bachem CH:Organization]] shall use all reasonable endeavors to achieve the agreed objectives and targets identified for the relevant period. The up front costs for any such agreed upon development improvements shall be apportioned between the Parties by mutual agreement. The net benefits of cost reductions and improved efficiencies shall be shared equally by the Parties, including as reductions to the Supply Price under this Agreement. In such case, the Parties shall reasonably discuss and agree on the amount of such reductions to the Supply Price.