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 Indemnification. Consultant shall be liable for, and agrees to pay, any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages and reasonable attorneys’ fees arising out of Consultant's gross negligence in performing the services described in this Agreement. Further, Consultant shall indemnify and hold Company harmless from and against any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages for injury to or death of persons, including, but not limited to, Consultant's employees, if any, and customers and employees of Company, and damages or destruction to property, including, but not limited to, property of Company, resulting, in any manner, from Consultant's gross negligence in performing the services described in this Agreement.

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.

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

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.

Services of Consultant. Danforth will assist the Company with matters relating to the Services as the Company requests from time to time. The scope of the Services that Danforth is available to provide is more fully described in Exhibit A attached hereto. Danforth and the Company will confer on a monthly basis to determine the particular tasks from those listed on Exhibit A that the Company requires and to prioritize and implement Danforth’s performance of the designated tasks.

Engagement as Consultant. The Company agrees to engage Executive as an independent contractor during the Consulting Period as set forth in Section 3 below.

Consultant Termination Severance. If the Company retains you as a consultant (as set forth in Section 3 above), the Consulting Period has not been terminated for Cause, and on or within twenty-one (21) days after the termination date of the Consulting Period you execute and return to the Company the Consultant End Date Release attached as Exhibit B hereto (the “Consultant End Date Release”), then the Company will provide you with the following as your sole severance benefits: