Consultant Acknowledgement. This Agreement sets forth the terms and conditions whereby MONCADA and MONCADA’s employees, consultants, sub-contractors and agents shall provide and perform Consulting Services. Any of MONCADA’s employees, consultants, sub-contractors or agents selected by MONCADA to provide Consulting Services hereunder shall agree to be bound by the provisions of this Agreement, as evidenced by affixing their signature to an Acknowledgment in substantially the same format as [Exhibit A] attached hereto.

Tax Consultant. Landlord shall, as an Operating Expense, pay the reasonable costs to engage a reputable third party tax consultant to review annually the Taxes to evaluate whether a tax appeal would likely result in a tax savings, net of costs of appeals, and Landlord shall furnish such consultant’s analysis and recommendations to Tenant. If the tax consultant recommends an appeal, Landlord shall follow such recommendation unless Landlord can provide Tenant with a bona fide reason, based on factors related to the Property only, not to appeal. Landlord shall reasonably cooperate with Tenant’s tax advisors, at no out-of-pocket cost to Landlord or with such cost paid by Tenant as Additional Rent, in their work toward lawfully maximizing certain tax advantages related to Tenant’s business and property, such as sales tax exemptions, as long as such work does not have an adverse impact on Landlord.

Consultant Fee. Include fees paid to consultant(s). Identify each consultant with effort expended, billing rate, and amount billed.

Consultant Obligations. Consultant will: # hold all Confidential Information in confidence; # protect all Confidential Information from disclosure; # use Confidential Information solely for the purpose of performing obligations under this Agreement; and # not use or distribute, disclose or otherwise disseminate any Confidential Information, except as expressly permitted by this Agreement. Consultant may reproduce Confidential Information solely for the purpose of performing Services. Any reproduction by Consultant of any Confidential Information shall remain the property of FivePrime, continue to be Confidential Information and subject to the terms and conditions of this Agreement and contain any and all confidential or proprietary notices or legends that appear on the original. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Confidential Information.

Independent Contractor. Consultant agrees that, in Consultant's relationship with the Company under this Agreement, Consultant is acting in the capacity of an independent contractor.

Independent Contractor. Consultant is an independent contractor of [[Agenus:Organization]]. Consultant acknowledges and agrees that [[Agenus:Organization]] will not provide Consultant with any employment benefits. Consultant is also responsible for the payment and the withholding of all applicable taxes, levies and/or duties applicable to all compensation and/or reimbursements paid to Consultant hereunder in accordance with all applicable laws, rules and regulations.

“Consultant” means each individual consultant or independent contractor that provides services to any Seller.

Termination by Consultant. In the event that AgenTus commits a material breach of its obligations under this Agreement, Consultant may terminate this Agreement upon fifteen (15) days prior written notice to AgenTus, unless the breach is cured within such fifteen (15) day notice period.

Representation of Consultant. Consultant represents and warrants to the Company that Consultant shall comply with all applicable provisions of law and other rules and regulations of any and all governmental authorities, including those relating to licensure or certification and the regulation of the provision of Consulting Services by Consultant pursuant to this Consulting Agreement. Any and all ideas of literary, artistic, or musical materials of Consultant which Consultant may use in provision of the Consulting Services will be original and will not contravene any common law or any statutory copyright, proprietary, or other right whatsoever. Consultant has not accepted nor agreed to accept, and will not solicit, receive, accept, or agree to accept, directly or indirectly, from any person, other than the Company, any money, service, or other valuable consideration for the inclusion of any matter as a part of these Consulting Services.

Claims by Consultant. Any claim or cause of action by Consultant against the Company shall not constitute a defense to the enforcement of the covenants set forth in this Consulting Agreement and shall not be used to prohibit injunctive relief.