Services. “Services” means the Executive’s ongoing performance of the duties and responsibilities of such executive positions as assigned.

Services. During the Term (as defined below), Consultant shall perform such services (the "Services"), at such times and locations, as shall be mutually agreed between Consultant and the Company. Services shall not include providing legal advice, and Consultant will not be performing legal services for the Company during the Term. The parties intend that the Employment Termination shall be a separation from service under section 409A of the Internal Revenue Code ("[Section 409A]"), and, accordingly, Consultant shall provide Services under this Agreement at a level that is, on average, no more than 20 percent of the average level of services performed by Consultant for the Company over the 36-month period immediately preceding the Effective Date.

Services. The Executive will be employed by the Company as its Chief Financial Officer, reporting to the Company’s Chief Executive Officer, and shall perform such duties as are consistent with a position as Chief Financial Officer (the “Services”). The Executive agrees to perform such Services faithfully, to devote Executive’s full working time, attention and energies to the business of the Company and, while Executive remains employed and subject to the terms of this Agreement, not to engage in any other business activity that is in conflict with Executive’s duties and obligations to the Company.

Services. The Executive will be employed by the Company initially as its Chief Financial Officer, reporting to the Company’s Chief Executive Officer, and shall perform such duties as are consistent with a position as Chief Financial Officer (the “Services”). The Executive agrees to perform such Services faithfully, to devote Executive’s full working time, attention and energies to the business of the Company and, while Executive remains employed and subject to the terms of this Agreement, not to engage in any other business activity that is in conflict with Executive’s duties and obligations to the Company.

Services. Landlord shall furnish to Tenant # hot and cold water at those points of supply provided for general use of tenants of the Building; # heated and refrigerated air conditioning ("HVAC") as appropriate for general office use, at such temperatures and in such amounts as are standard for comparable office buildings in the vicinity of the Building; # subject to Section 27(b), janitorial service to the Premises on weekdays, other than holidays, for Building-standard installations and such window washing as may from time to time be reasonably required; # elevators for ingress and egress to the floor on which the Premises are located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during non- business hours and holidays; # electrical current during normal business hours for equipment that does not require more than 110 volts and whose electrical energy consumption does not exceed normal office usage and # a card- key building access system to the lobby entrances to the Building. If Tenant desires any of the services specified in Section 7(a)(2): # at any time other than between 7:00 a.m. and 6:00 p.m. on weekdays and between 8:00 a.m. and 1:00 p.m. on Saturdays (in each case other than holidays), or # on Sunday or holidays, then such services shall be supplied to Tenant upon the written request of Tenant delivered to Landlord before 3:00 p.m. on the business day preceding such extra usage, and Tenant shall pay to Landlord the cost of such services within 30 days after Landlord has delivered to Tenant an invoice therefor. The costs incurred by Landlord in providing after-hour HVAC service to Tenant shall include costs for electricity, water, sewage, water treatment, labor, metering, filtering, and maintenance reasonably allocated by Landlord to providing such service. As of the Lease Date, the cost for after- hours HVAC service is $30.00 per hour per zone with a 2-hour minimum. The foregoing rate is subject to increase based on increased costs to Landlord for providing such after-hours HVAC service. Subject to and in accordance with Section 8 hereof, Tenant shall, at Tenant's cost and expense, install any required specialty lighting, air-handlers, air-scrubbers or other similar fixtures or improvements in the Lab Area and Tenant shall, at Tenant's cost and expense, be responsible for the maintenance and repair of such specialty lighting, air-handlers, air-scrubbers and other similar fixtures and improvements, including, without limitation, the replacement of tubes, lamps, bulbs and ballasts servicing the same.

Services. The Partnership has engaged Consultant to provide transitional consulting services in connection with the Partnership’s strategic initiatives, its regulatory reporting requirements, its multifamily investment transactions or any other Partnership related activity.

Consultant shall provide to the Company the Services set forth in [Exhibits 1] and 2 to this Agreement.

Services. Consultant will provide consulting services to FivePrime as agreed to from time to time by the Parties, including serving as the Chairman of FivePrime’s Scientific Advisor Board (“Services”). For clarity, Consultant’s service as a member of the Board of Directors of FivePrime shall not be deemed Services under this Agreement. Consultant will perform all Services in compliance with the terms and conditions of this Agreement. Unless otherwise expressly agreed upon by the Parties in writing, Consultant will be free of control and direction from FivePrime other than general oversight and control over the results of the Services, and Consultant will have exclusive control over the manner and means of performing the Services, including the choice of place and time. While performing Services, including while on FivePrime’s premises, Consultant agrees to comply with any rules, policies and procedures applicable to FivePrime’s facilities or property, including those related to safety, security, technology and confidentiality.

Services. Cardinal Health shall provide the services set forth in the Operating Guidelines, which include, without limitation, storage, distribution, returns, customer support, financial support, EDI and system access support (“Services”). The Operating Guidelines shall be mutually agreed upon and a copy of the finalized Operating Guidelines shall be attached hereto as Exhibit A and made a part hereof.

Services. Notwithstanding anything contained in this Sublease, Subtenant agrees and acknowledges that Sublandlord shall have no obligation or responsibility whatsoever to provide or perform any service, repair, restoration, maintenance, alteration or other similar obligation which is the obligation of Landlord to provide or perform pursuant to the provisions and terms of the Prime Lease, except that Sublandlord covenants to use its commercially reasonable efforts to require Landlord to perform and provide all such service, repair, restoration, maintenance, alteration, and other obligations pursuant to the provisions of the Prime Lease at Subtenant’s request, which commercially reasonable efforts shall not include commencing litigation against Landlord. Subtenant shall not make any claim against Sublandlord for any damage which may arise, nor shall Subtenant’s obligations hereunder be diminished, by reason of: # the failure of Landlord to keep, observe or perform any of its obligations pursuant to the Prime Lease; or # the acts or omissions of Landlord or its agents, contractors, subcontractors, servants, employees, tenants (except Sublandlord), invitees or licensees or other third parties. Subtenant hereby releases Sublandlord from the performance or observance of any agreement or obligation of Landlord under the Prime Lease and agrees that if Landlord shall default in the performance or observance of any such agreement or obligation under the Prime Lease, either for the furnishing of utilities or services or otherwise, Sublandlord shall not be liable therefor to Subtenant. Any condition resulting from such default by Landlord shall not constitute an eviction, actual or constructive, and Subtenant shall not be entitled to cancel this Sublease or to otherwise modify, release or alter its obligations hereunder. The provisions of this Paragraph shall survive the expiration or earlier termination of the Term hereof. Notwithstanding anything in this Paragraph to the contrary, if Sublandlord is entitled to any recovery from Landlord or to offset rental payments or other amounts, as a result of Landlord’s failure to perform any of its obligations under the Prime Lease, Subtenant shall, in the event of such failure, be entitled to the same proportionate recovery or offset from Sublandlord as Sublandlord has in fact received from Landlord to the extent such failure or interruption relates directly to the Premises, Subtenant’s use or occupancy thereof or other rights of Subtenant hereunder. Subtenant, at its cost, shall obtain and maintain pest control for the Premises to the extent not provided by the Landlord as a service under the Prime Lease.