Common use of Involuntary Termination Following a Change of Control Clause in Contracts

Involuntary Termination Following a Change of Control. If the Employee's employment with the Company terminates as a result of an Involuntary Termination at any time within twelve (12) months after a Change of Control, then Employee shall be entitled to the following severance benefits: (i) the greater of (a) Employee's remaining term of employment base salary or (b) eighteen (18) months of base salary, payable in a lump sum within thirty (30) days of Employee's Involuntary Termination; (ii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the termination date.

Involuntary Termination Following a Change of Control. (a) If this Option is assumed by the Employee's employment successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”) or is otherwise continued in effect pursuant to the terms of the Change of Control transaction and Optionee’s Continuous Service Status is Involuntarily Terminated (as defined below) within eighteen (18) months following such Change of Control, then all of the Shares at the time subject to this Option shall accelerate and shall automatically become vested and exercisable in full. The acceleration of vesting provided for in the previous sentence shall occur immediately prior to the effective date of the Involuntary Termination of the Optionee’s Continuous Service Status. (b) to the extent that, in connection with a Change of Control, the Successor Corporation replaces this Option with a cash incentive program, Optionee’s right to receive cash payments for the Shares will be paid out no later than in accordance with the Company terminates as a result of an Involuntary Termination at any time vesting schedule applicable to this Option. However, if Optionee’s Continuous Service Status is Involuntarily Terminated within twelve eighteen (1218) months after following a Change of Control, then Employee shall be entitled Optionee’s right to receive all of the following severance benefits: (i) the greater of (a) Employee's remaining term of employment base salary or (b) eighteen (18) months of base salary, payable in a lump sum within thirty (30) days of Employee's Involuntary Termination; (ii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable cash payments that are unvested as of the date of the termination Involuntary Termination shall be accelerated in full and shall no longer be subject to such vesting schedule. (c) If the Successor Corporation fails to assume this Option or replace it with a cash incentive program, all Shares shall automatically vest in full on an accelerated basis so that this Option shall immediately become exercisable for all Shares as fully-vested Shares immediately prior to the extent such stock options are outstanding and unexercisable at the time closing of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control transaction. For purposes of this Agreement, an Optionee’s service shall have such right of repurchase lapse with respect to all of be “Involuntarily Terminated” upon the shares; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that Optionee’s service by reason of: (i) Optionee’s involuntary dismissal or discharge by the Employee constitutes a qualified beneficiaryCompany other than for Cause, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and or (ii) Employee elects continuation coverage pursuant to Optionee’s voluntary resignation within sixty (60) days following (1) a change in Optionee’s position with the Consolidated Omnibus Budget Reconciliation Act of 1985Successor Corporation which materially reduces Optionee’s duties and responsibilities, as amended ("COBRA"2) a reduction in Optionee’s base salary by more than ten percent (10%), within unless the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until base salaries of all similarly situated individuals are reduced by the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRASuccessor Corporation, or (ii3) twelve a relocation of Optionee’s place of employment by more than fifty (1250) months from miles; provided and only if such change, reduction or relocation is effected by the termination dateSuccessor Corporation without Optionee’s consent. Following a Change of Control, “Company” shall refer to the Successor Corporation.

Involuntary Termination Following a Change of Control. If In the event that Employee's employment with the Company terminates is terminated as a result of an Involuntary Termination other than for Cause at any time within twelve (12) 24 months after following the effective date of a Change of Control, then Employee shall will be entitled to receive severance benefits as follows: (A) a lump sum payment within five days after the following severance benefits: (i) the greater date of (a) termination of employment equal to 12 months of Employee's remaining term of employment base salary or (b) eighteen (18) months of then current base salary, payable in (B) a lump sum within thirty (30) days payment as soon as practicable after the date of termination of employment equal to Employee's Involuntary Termination; (ii) all stock options granted by scheduled bonus for the Company Company's fiscal year in which the termination occurs or, if no such bonus has been scheduled, equal to the bonus paid to Employee for the Company's fiscal year prior to the Company's fiscal year in which the termination occurs and (C) in the event that the acceleration of vesting provided for in Section 2(a) did not occur due to the provisions of Section 5 on the effective date of the Change of Control Control, then, except to the extent that the provisions of Section 5 would not permit acceleration of vesting pursuant to this Section 2(b), each stock option to purchase the Company's Common Stock granted to Employee over the course of his or her employment with the Company and held by Employee on the date of termination of employment shall become fully immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option (assuming that Employee had remained in Continuous Status as an Employee, as defined in the relevant plan and option agreement, for 24 months after the date of termination of 3 employment) as of the date 24 months after the date of termination of employment and each such option shall be exercisable in accordance with the provisions of the option agreement and plan pursuant to which such option was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) employment and Employee's benefits will be continued under the Employee constitutes a qualified beneficiary, as defined Company's then existing benefit plans and policies in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; accordance with such plans and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) policies in effect on the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the of termination dateand in accordance with applicable law.

Involuntary Termination Following a Change of Control. If In the event that Employee's employment with the Company terminates is terminated as a result of an Involuntary Termination (as defined below) other than for Cause at any time within twelve (12) 24 months after following the effective date of a Change of Control, then Employee shall will be entitled to receive severance benefits as follows: (A) severance payments during the following severance benefits: (i) period from the greater date of (a) Employee's remaining term termination until the date 18 months after the effective date of employment the termination (the "Severance Period") equal to the base salary or which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices, (bB) eighteen (18) months of base salary, payable in a lump sum within thirty (30) days payment as soon as practicable after the date of termination of employment equal to Employee's Involuntary Termination; (ii) all stock options granted by scheduled bonus for the Company Company's fiscal year in which the termination occurs or, if no such bonus has been scheduled, equal to the bonus paid to Employee for the Company's fiscal year prior to the Company's fiscal year in which the termination occurs, (C) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage expense pursuant to the Consolidated terms of the Collective Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until ) through the earlier of (i) the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA benefits under applicable law, (D) in the event that the acceleration of vesting provided for in Section 2(a) did not occur due to receive continuation coverage the provisions of Section 5 on the effective date of the Change of Control, then, except to the extent that the provisions of Section 5 would not permit acceleration of vesting pursuant to COBRAthis Section 2(b), each stock option to purchase Collagen's Common Stock granted to Employee over the course of his or her employment with Collagen and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option (iiassuming that Employee had remained in Continuous Status as an Employee, as defined in the relevant plan and option agreement, for 24 months after the date of termination of employment) twelve as of the date 24 months after the date of termination of employment and each such option shall be exercisable in accordance with the provisions of the option agreement and plan pursuant to which such option was granted, and (12E) except to the extent that the provisions of Section 5 would not permit acceleration of vesting pursuant to this Section 2(b), each stock option to purchase Cohesion Corporation Common Stock granted to Employee over the course of his or her employment with Cohesion Corporation and held by Employee on the date of termination of employment shall become immediately vested on such date (if not already vested) as to that number of shares that would have vested in accordance with the terms of such option (assuming that Employee had remained in Continuous Status as an Employee, as defined in the relevant plan and option agreement, for 24 months from after the date of the Change of Control) as of the date 24 months after the date of the Change of Control and each such option shall be exercisable in accordance with the provisions of the option agreement and plan pursuant to which such was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee's termination dateof employment.

Involuntary Termination Following a Change of Control. If In the event that Employee's employment with the Company terminates is terminated as a result of an Involuntary Termination other than for Cause at any time within twelve (12) 24 months after following the effective date of a Change of Control, then Employee shall will be entitled to receive severance benefits as follows: (A) a lump sum payment within five days after the following severance benefits: (i) the greater date of (a) termination of employment equal to 24 months of Employee's remaining term of employment base salary or (b) eighteen (18) months of then current base salary, payable in (B) a lump sum within thirty (30) days payment as soon as practicable after the date of termination of employment equal to two times Employee's Involuntary Termination; (ii) all stock options granted by scheduled bonus for the Company Company's fiscal year in which the termination occurs or, if no such bonus has been scheduled, equal to two times the bonus paid to Employee for the Company's fiscal year prior to the Company's fiscal year in which the termination occurs and (C) in the event that the acceleration of vesting provided for in Section 4(b)(iii) did not occur due to the provisions of Section 7 on the -4- 5 effective date of the Change of Control Control, then, except to the extent that the provisions of Section 7 would not permit acceleration of vesting pursuant to this Section 4(b)(iv), each stock option to purchase the Company's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become fully immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option (assuming that Employee had remained in Continuous Status as an Employee, as defined in the relevant plan and option agreement, for 24 months after the date of termination of employment) as of the date 24 months after the date of termination of employment and each such option shall be exercisable in accordance with the provisions of the option agreement and plan pursuant to which such option was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) employment and Employee's benefits will be continued under the Employee constitutes a qualified beneficiary, as defined Company's then existing benefit plans and policies in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; accordance with such plans and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) policies in effect on the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the of termination dateand in accordance with applicable law.