Loan Modification. By its execution of this Amendment, the Borrower hereby authorizes the Administrative Agent to consider this Amendment its application for loan modification on the terms and conditions set forth herein.

Notwithstanding anything to the contrary in this Agreement, the Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all ​ of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Class”) to effect one or more Permitted Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth # the terms and conditions of the requested Permitted Amendment and # the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of ​ of the Affected Class that accept the applicable Loan Modification Offer (such ​, the “Accepting ​”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s Assumption has been made; provided that the no Permitted Amendment relating to any Tranche B Loan shall become effective unless the aggregate principal amount of the Loans of the Accepting ​ subject to the Permitted Amendment is greater than ​ or, if less, the aggregate principal amount of the Affected Class outstanding at the time of the Loan Modification Offer.

Proposed Allonge to Mortgage Note, as consented to by HUD, and

Modification. This Agreement may be modified, amended, suspended or terminated and any terms or conditions may be waived, but only by a written instrument executed by the parties. Notwithstanding the foregoing, ​ reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

Modification. Except as modified by this Second Amendment, the terms and conditions of the Agreement are hereby ratified, confirmed and shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Second Amendment and the terms of the Agreement, the terms of this Second Amendment shall govern. Seller and Purchaser hereby agree that the Agreement, as amended by this Second Amendment, shall constitute a valid and binding contract between Seller and Purchaser.

Modification. This Lease may not be modified except by a written instrument signed by the parties hereto. Tenant accepts the area of the Premises as specified in the Basic Lease Information as the approximate area of the Premises for all purposes under this Lease, and acknowledges and agrees that no other definition of the area (rentable, usable or otherwise) of the Premises shall apply. Tenant shall in no event be entitled to a recalculation of the square footage of the Premises, rentable, usable or otherwise, and no recalculation, if made, irrespective of its purpose, shall reduce Tenant’s obligations under this Lease in any manner, including without limitation the amount of Base Rent payable by Tenant or Tenant’s Proportionate Share of the Building and of the Project.

Modification. This Agreement may be altered, amended or changed only by a writing making specific reference to this Agreement and the clause to be modified, which amendment is signed by duly authorized representatives of Arcus and WuXi.

Loan Amount. The Lender hereby agrees to make a loan to the Borrower in the amount of ​ (the “Loan”).

Loan Term. The term of this Loan shall commence on the Effective Date, and shall be repaid in the amount of ​ every quarter for four (4) years beginning on ​. This Agreement and the Loan may be extended by mutual consent of the Parties, provided that any amendment complies with all applicable legal requirements

Loan Documents. The Administrative Agent (or its counsel) and each Lender shall have received reasonably satisfactory evidence that the Contribution Agreement and Master Participation Agreement have been executed as of the Effective Date and is in full force and effect.

Loan Documentation. Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

Loan Documents. The Administrative Agent shall have received # this Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor, # a Note, executed and delivered by the Borrower in favor of each Lender that has requested a Note, # the Security Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor and # the Agreement Among ​, executed and delivered by each Term Loan Lender, each Revolving Lender and the Administrative Agent;

Loan Guarantees. The Board may help the Participant pay for Shares purchased under the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.

Loan Request. As set forth in that certain Loan Request – Additional Term Loan dated ​, executed and delivered by Borrowers to Lenders and attached hereto as [Annex A], Borrowers have requested that Lenders make the First Amendment Date Additional Term Loan on the First Amendment Date.

Loan Document. This First Amendment is a Loan Document.

Term Loan. Subject to the terms and conditions of this Agreement, on the Seventh Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The principal of the Term Loan shall be repaid on the following dates and in the following amounts:

Loan Defaults. Upon the occurrence of any event of default as specified in the Participant Note evidencing any Participant Loan (an “Event of Default”), the Committee shall take such action as it determines to be necessary or appropriate in order to preclude the loss of principal and interest by the Plan. Such action may include a foreclosure of the Participant Loan by distribution of the Participant Note to the Eligible Borrower, or by other reduction of the Eligible Borrower’s Plan balance by the value of the Participant Loan; provided that no such foreclosure or reduction shall be made until the earliest time that Before-Tax Contributions may be distributed to the Eligible Borrower, as provided in Code Section 401(k).