Common use of Directors’ Expenses Clause in Contracts

Directors’ Expenses. The reasonable out-of-pocket and travel expenses of any non-employee directors that are incurred in attending Board meetings (or meetings of committees thereof) or in connection with the performance of their duties as directors shall be paid or reimbursed promptly by the Company. Such expenses shall likewise be reimbursed when incurred by (i) the non-voting representative selected by HealthCap V L.P. (“HealthCap”) pursuant to paragraph 3 of the Management Rights Letter dated as of February 9, 2010, in attending Board meetings not attended by the director designated by HealthCap pursuant to Section 1.1(e) of the Amended and Restated Voting Agreement dated as of the date hereof (the “A&R Voting Agreement”) and (ii) the BSC Board Observer selected by BSC, the Kaiser Board Observer selected by the Kaiser Funds and the Xxxx Board Observer selected by the Xxxx Funds pursuant to Section 2.3 of this Agreement, in attending Board meetings. The Board of Directors will establish a budget for out-of-pocket and travel expenses, with the understanding that only those expenses incurred up to the established budget will be reimbursed by the Company pursuant to this Section 2.10.