Common use of Continued Medical Benefits Clause in Contracts

Continued Medical Benefits. With respect to the circumstances described in Section 2.1 (i) and (ii), if the Executive, and any spouse and/or dependents of the Executive (“Family Members”) has coverage on the date of the Executive’s Involuntary Termination under a group health plan sponsored by the Company, the Company will reimburse the Executive the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for twelve (12) months following the Executive’s employment termination, provided that the Executive validly elects and is eligible to continue coverage under COBRA for the Executive and his or her Family Members. Any COBRA reimbursements under this Agreement shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy, provided that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Executive a taxable lump sum payment equal to the product of (1) to the monthly COBRA premium that the Executive would be required to pay to continue the group health coverage in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve (12) months following the termination and (2) 1.5, which payment will be made regardless of whether the Executive elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to the prior sentence shall be made on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4); and

Continued Medical Benefits. With respect to the circumstances described in Section 2.1 (i) and (ii), if If the Executive, and any spouse and/or dependents of the Executive (“Family Members”) , has coverage on the date of the Executive’s Involuntary Termination under a group health plan sponsored by the Company, the Company will reimburse the Executive the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended COBRA for six (“COBRA”) for twelve (126) months following the Executive’s employment termination, provided that the Executive validly elects and is eligible to continue coverage under COBRA for the Executive and his or her Family Members. Any COBRA reimbursements under this Agreement shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy, provided that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Executive a taxable lump sum payment equal to the product of (1) to the monthly COBRA premium that the Executive would be required to pay to continue the group health coverage in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve six (126) months following the termination termination, and (2) 1.5, which payment will be made regardless of whether the Executive elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to the prior sentence shall be made on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4); andDate.

Continued Medical Benefits. With respect to If the circumstances described in Section 2.1 (i) and (ii), if the ExecutiveParticipant, and any spouse and/or dependents of the Executive Participant (“Family Members”) has or have coverage on the date of the ExecutiveParticipant’s Involuntary Qualifying Termination under a group health plan sponsored by the Company, the Company will reimburse the Executive Participant the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for twelve until the earliest of (12a) months the period of time following the ExecutiveParticipant’s employment terminationtermination as set forth in the Participant’s Participation Agreement, (b) the date the Participant is no longer eligible to receive COBRA continuation coverage, and (c) the date on which Participant becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Participant); provided that the Executive Participant validly elects and is eligible to continue coverage under COBRA for the Executive Participant and his or her Family Members. Any COBRA reimbursements under this Agreement shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy, provided that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Executive Participant a taxable lump sum payment equal to the product of (1) to the monthly COBRA premium (on an after-tax basis) that the Executive Participant would be required to pay to continue the group health coverage in effect on the date of the ExecutiveParticipant’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve (12) months following the termination and (2) 1.5), which payment will be made paid each month, regardless of whether the Executive Participant elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to for the prior sentence shall be made on period of time following the Release Deadline Date (or, if ExecutiveParticipant’s employment termination occurs during as set forth in the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4); andParticipant’s Participation Agreement.

Continued Medical Benefits. With respect to the circumstances described If Employee incurs a Covered Termination and Employee was enrolled in Section 2.1 (i) and (ii)a health, if the Executivedental, and any spouse and/or dependents of the Executive (“Family Members”) has coverage on the date of the Executive’s Involuntary Termination under a group health or vision plan sponsored by the CompanyCompany immediately prior to such Covered Termination, Employee may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the Company will reimburse the Executive the total applicable premium cost for continued group health plan coverage time of Employee’s termination of employment, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) for twelve (12) months following the Executive’s employment termination, provided that the Executive validly elects and is eligible ). The Company will notify Employee of any such right to continue such coverage under COBRA for at the Executive and his or her Family Memberstime of termination pursuant to COBRA. Any COBRA reimbursements under No provision of this Agreement shall be made by will affect the Company to the Executive consistent with continuation coverage rules under COBRA, except that the Company’s normal payment, if any, of applicable insurance premiums will be credited as payment by the Employee for purposes of Employee’s payment required under COBRA. Therefore, the period during which Employee may elect to continue the Company’s health, dental, or vision plan coverage at [his][her] own expense reimbursement policyunder COBRA, provided the length of time during which COBRA coverage will be made available to Employee, and all other rights and obligations of Employee under COBRA (except the obligation to pay insurance premiums that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. Howeverpays, if any) will be applied in the Company determines same manner that such rules would apply in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 absence of the Public Health Service Act and the this Agreement. Kosan Biosciences Incorporated 6. Level I If Employee Retirement Income Security Act of 1974, as amended)timely elects continued coverage under COBRA, the Company will in lieu thereof provide to shall pay the Executive full amount of the Employee’s COBRA premiums on behalf of Employee for Employee’s continued coverage under the Company’s health, dental and vision plans, including coverage for Employee’s eligible dependents, for a taxable lump sum payment equal to period of 24 months (the product “Severance Period”); provided, however, that if the Severance Period exceeds the length of (1) to the monthly COBRA premium time that the Executive would be required Employee is entitled to pay to continue coverage under COBRA, the group health coverage resulting or acquiring entity or Transferee Corporation involved in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve (12) months following the termination and (2) 1.5, which payment will be made regardless of whether the Executive elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to the prior sentence shall be made on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject as applicable, shall be required to provide health, dental and vision insurance coverage for Employee and [his][her] eligible dependents for any portion of the Severance Period that exceeds the length of time that Employee is entitled to coverage under COBRA, at a level of coverage that is substantially similar to the continued coverage that Employee and [his][her] eligible dependents received under the Company’s health, dental and vision plans; provided, further, however, that no such premium payments (or any other payments for medical, dental or vision coverage by the Company) shall be made following Employee’s death or the effective date of Employee’s coverage by a medical, dental or vision insurance plan of a subsequent employer. Employee shall be required to notify the Company immediately if Employee becomes covered by a medical, dental or vision insurance plan of a subsequent employer. Upon the conclusion of such period of insurance premium payments made by the Company, Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period. For purposes of this Section 3(c), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Employee under an Internal Revenue Code Section 2.1.4); and125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Employee.

Continued Medical Benefits. With respect to If the circumstances described in Section 2.1 (i) and (ii), if the ExecutiveParticipant, and any spouse and/or dependents of the Executive Participant (“"Family Members”") has or have coverage on the date of the Executive’s Involuntary Participant's Qualifying Termination under a group health plan sponsored by the Company, the Company will reimburse the Executive Participant the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") for twelve until the earliest of (12a) months the period of time following the Executive’s Participant's employment terminationtermination as set forth in the Participant's Participation Agreement, (b) the date the Participant is no longer eligible to receive COBRA continuation coverage, and (c) the date on which Participant becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Participant); provided that the Executive Participant validly elects and is eligible to continue coverage under COBRA for the Executive Participant and his or her Family Members. Any COBRA reimbursements under this Agreement shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy, provided that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Executive Participant a taxable lump sum payment equal to the product of (1) to the monthly COBRA premium (on an after-tax basis) that the Executive Participant would be required to pay to continue the group health coverage in effect on the date of the Executive’s Participant's termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve (12) months following the termination and (2) 1.5),, which payment will be made paid each month, regardless of whether the Executive Participant elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to for the prior sentence shall be made on period of time following the Release Deadline Date (or, if Executive’s Participant's employment termination occurs during as set forth in the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4); andParticipant's Participation Agreement.

Continued Medical Benefits. With respect to the circumstances described in Section 2.1 (i) and (ii), if If the Executive, and any spouse and/or dependents of the Executive (“Family Members”) , has coverage on the date of the Executive’s Involuntary Termination under a group health plan sponsored by the Company, the Company will reimburse the Executive the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended COBRA for six (“COBRA”) for twelve (126) months following the Executive’s employment termination, provided that the Executive validly elects and is eligible to continue coverage under COBRA for the Executive and his or her Family Members. Any COBRA reimbursements under this Agreement shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy, provided that the Executive submits documentation to the Company substantiating his or her payments for COBRA coverage. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Executive a taxable lump sum payment equal to the product of (1) to the monthly COBRA premium that the Executive would be required to pay to continue the group health coverage in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) multiplied by twelve six (126) months following the termination termination, and (2) 1.5, which payment will be made regardless of whether the Executive elects COBRA continuation coverage. Subject to Section 5, any payment pursuant to the prior sentence shall be made on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4); andDate. 3.