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

Tenant Improvements Defined. As used herein, “Tenant Improvements” shall mean all improvements to the Premises of a fixed and permanent nature as shown on the Tl Construction Drawings, as defined in [Section 2(c)] below. Other than Landlord’s Work (as defined in Section 3(a) below), Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy. Landlord and Tenant acknowledge and agree that a portion of the Premises, as reflected in the Space Plan, will not be improved as part of the Tenant Improvements as Tenant has indicated that it does not require that such portion of the Premises be improved in connection with its operations in the Premises. Upon request from Tenant, Landlord shall provide Tenant with notice of planned meetings regarding the design and construction of the tenant improvements. Tenant shall have a right to have a representative present for all design and construction meetings relating to the Tenant Improvements.

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 Other Improvements If portions of the Project or property adjacent to the Project (collectively, the “Other Improvements”) are owned by an entity other than ​, ​, at its option, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide # for reciprocal rights of access and/or use of the Project and the Other Improvements, # for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, # for the allocation of a portion of the Direct Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and # for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect ​’s right to convey all or any portion of the Project or any other of ​’s rights described in this Lease.

Improvements and Inventions. Any and all improvements or inventions that Employee may make or participate in during the Employment Term, unless wholly unrelated [[Organization A:Organization]] business of the Company and its respective affiliates and not produced within the scope of Employee's employment hereunder, shall be the sole and exclusive property of the Company. Employee shall, whenever requested by the Company execute and deliver any and all documents that the Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey [[Organization A:Organization]] the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

Payment for Improvements. If payment is made by ​ directly to contractors, ​ shall # comply with ​’s reasonable requirements for final lien releases and waivers in connection with ​’s payment for work to contractors, and # comply with ​’s standard contractor’s rules and regulations. If ​ orders any work directly from ​, ​ shall pay to ​ an amount equal to two and one half percent (2.5%) of the so-called “hard” cost of such work to compensate ​ for all overhead, general conditions, fees and other costs and expenses arising from ​’s involvement with such work. If ​ does not order any work directly from ​, ​ shall reimburse ​ for ​’s reasonable, actual, out-of-pocket costs and expenses actually incurred in

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”).

Exclusive License Grant to Improvements. During the Term, Axsome shall, without delay at no additional charge, disclose to Licensee any Improvements made by or on behalf of or, subject to [Section 2.1.5], otherwise Controlled by Axsome or its Affiliates and shall provide Licensee with all relevant information and materials with respect to such Improvements. For the avoidance of doubt but subject to [Section 2.1.5], such Improvements are included within the scope of the Licensed Intellectual Property. Subject to [Section 2.1.5], any patents, patent applications or other Patent Rights, each in the Territory, owned by, or Controlled by, or licensed to the Axsome or its Affiliates which relates to or covers Improvements shall be considered Licensed Patent Rights.