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 Tenant Improvements. The Tenant Improvements (including, but not limited to, all partitioning, window and wall coverings, and plumbing, lighting, electrical, and HVAC fixtures installed by Tenant) shall be deemed, effective upon installation, to be a part of the Premises and the Building and shall be deemed to be the property of Landlord (subject to Tenant’s right to use the same during the Term of the Lease), and shall be surrendered at the expiration or earlier termination of the Term, unless Landlord shall have reasonably conditioned its approval of the Final Working Drawings or any Plan Modification pursuant to [Section 2.2.1 or 2.2.6]6], as applicable, on Tenant’s agreement to remove any items thereof. The removal of such items and the restoration and repair work described above shall be paid for and performed in accordance with the provisions of Paragraph 36 of the Lease.

Cost of Tenant Improvements. The cost of the design, construction and installation of the Tenant Improvements shall be borne as follows:

The construction in the Expansion Premises shall be performed in accordance with [Exhibit D] attached to the Lease as if references to the Premises therein were references to the Expansion Premises. Landlord shall oversee and manage the construction of the Tenant Improvements to the 6,282 rentable square feet in the Expansion Premises utilizing the general contractor selected solely at Tenant’s discretion as provided for in [Exhibit D] to the Lease and in compliance with the “Final Plans” (as defined in [Exhibit D]), in accordance with, and subject to, the terms and conditions of the Tenant Improvement Letter attached to the Lease as [Exhibit D]. Landlord’s construction shall not include any personal property, furniture, fixtures and equipment of Tenant.

Improvements. WuXi ATU shall own all right, title, and interest in any Improvements in WuXi ATU Property that is generally applicable for the manufacture and testing of biological products and does not specifically rely upon Graphite Property.

Improvements. Subtenant shall use the Subleased Premises in its current configuration as of the Commencement Date, and shall not have the right to make any substantial alterations or improvements to the Subleased Premises without Sublandlord’s prior written consent. To the extent Sublandlord permits any such alterations or improvements, such alterations shall be in accordance with the Master Lease, and shall be made only with the prior written consent of both Master Landlord and Sublandlord. Notwithstanding the foregoing, subject to Master Landlord’s consent and Sublandlord’s review of final detailed plans, Subtenant may perform (in compliance with the terms of Section 8 of the Master Lease, as incorporated herein) and surrender at the end of the Term, the alterations described in Exhibit D hereto, at Subtenant’s sole cost and expense.

Tenant Improvements, Alterations and Personal Property. In the event of any damage or destruction of the Premises or the Building, under no circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of, Tenant Improvements, Alterations or Tenant’s equipment, furniture, furnishings, trade fixtures or personal property.

Coordination. Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall hold monthly meetings at a reasonable time to be agreed upon by Landlord and Tenant regarding the progress of the Base Building Improvements and the progress of the design of the Tenant Improvements. Tenant shall obtain independent bids or proposals for construction of the Tenant Improvements from at least three (3) general contractors approved by

The purpose of this Agreement is to set forth the respective responsibilities of Landlord and Tenant with respect to (a) Landlord’s completion of the Base Building Improvements (as defined in Section 1.1 below) and (b) the design and construction of all alterations, additions and improvements that Tenant may deem necessary or appropriate to prepare the Premises for initial occupancy by Tenant under the Lease. Such alterations, additions and improvements to the Premises (other than the Base Building Improvements) are referred to in this Agreement as the “Tenant Improvements,” and the work of constructing the Tenant Improvements is referred to as the “Tenant Improvement Work.”

Primary Improvements. Subject to Legacy’s rights under Section 4.2, Primary shall be entitled to sole ownership of # all inventions, discoveries, or improvements related to any Metallophile™ Technology, VDCs, or the manufacture or use of any of the foregoing, conceived, reduced to practice, or otherwise generated by either Party, any Affiliate thereof, or any employee, contractor, agent, or representative of either Party or any Affiliate thereof, solely or jointly with the other Party , any Affiliate thereof, or any Third Party, as a result of the activities contemplated by this Agreement, the parties’ interactions under this Agreement, or Legacy’s, its Affiliates’, or their employees’, contractors’, agents’ or representatives’ knowledge or use of, or access to, Primary’s Confidential Information, Metallophile™ Technology, or any VDC(s) and (ii) Viamet Improvements (collectively, all of the foregoing, “Primary Improvements”), and all intellectual property rights related thereto, specifically excluding any improvements of Protected Ag Partner Scaffold Information or Protected Ag Partner Development Process directly resulting from a Party’s knowledge or use of Protected Ag Partner Scaffold Information or Protected Ag Partner Development Process. Primary Improvements shall, notwithstanding anything to the contrary, include, but not be limited to, any Derivatives of VDCs generated by or on behalf of Legacy, Ag Partner, any Affiliate of either of the foregoing, or any Legacy Licensee in the exercise of the rights granted under Section 4.2 or research, development, use, manufacture, or sale of any VDC or any Viamet Derived Product. Subject to Legacy’s rights under Section 4.2, Legacy hereby assigns all of its right, title, and interest in any Primary Improvements (including any such rights, title, or interest obtained by Legacy from Ag Partner, any Affiliate thereof, or any Legacy Licensee), and all intellectual property rights related thereto, to Primary, free and clear of all liens, claims, and encumbrances. Legacy shall take all actions, and shall # cause its Affiliates, and its and its Affiliates’ employees, contractors, agents, and other representatives and to the extent reasonably possible through the exercise and enforcement of Legacy’s rights under [Section 10.3(c)] of the Existing Ag Agreement, # Ag Partner, Ag Partner’s Affiliates, and Ag Partner’s and Ag Partner’s Affiliates employees, contractors, agents, and other representatives to take all actions, including but not limited to the execution of patent assignments or other documents, reasonably requested by Primary to effect the purposes of the foregoing. As soon as reasonably aware of the conception, reduction to practice, or other generation of any Primary Improvement by Legacy, any Affiliate thereof, any Legacy Licensee, or any employee, contractor, agent, or other representative of either of the foregoing, solely or jointly with Primary or any Third Party, Legacy shall promptly disclose the same to Primary in writing. Legacy shall use Commercially Reasonable Efforts to enforce those provisions of the Existing Ag Agreement corresponding to the subject matter of this Section 9.3 for the benefit of Primary.