Common use of Title; Capacity Clause in Contracts

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) ), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive him by, the CEO, which authority shall be sufficient to perform Executive’s his duties hereunder. Executive will be based at within the Company’s offices in San Diego, CaliforniaCalifornia metropolitan area. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executivehim. Executive shall devote substantially all of his full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Human Resources Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Vice President of Research & Development to perform the duties Finance and responsibilities inherent Administration and Chief Financial Officer or in such position and such other duties and responsibilities consistent with such reasonably comparable position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s or its Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the CEO and Company’s headquarters in Newtown, Pennsylvania, or such place or places in the continental United States as the Board shall reasonably determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive the Employee by, the CEOBoard, which authority shall be sufficient to perform Executive’s duties hereunder. President or Chief Executive will be based at Officer of the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Board or its designee shall from time to time reasonably assigned assign to Executivethe Employee. Executive shall The Employee agrees to devote substantially all of his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided, nothing herein shall preclude Executive from (i) performing services for such other companies that, the Employee may serve as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) executive director or trustee of non-competing businesses, (iii) serving other companies or entities so long as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as such service does not to materially interfere, individually or in the aggregate, unreasonably interfere with the performance Employee’s duties hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of Executive's duties the Company and responsibilities hereunderany changes therein which may be adopted from time to time by the Company. The Employee further agrees to abide by the applicable rules, practices, policies, restrictions and principles outlined by the Board in its Corporate Policy Governance Manual and amendments adopted thereto.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Quality Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.. ​

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer a Section 16(b) officer of the Company (and will be required, as a condition of employment, to sign the “CEO”) shall from time to time reasonably assign to him. On an annual basisExecutive Retention Agreement attached hereto as Attachment A), a member of the Company’s 's Board of Directors (the “Board”) Directors, and President and Chief Operating Officer or in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of such other similar position as the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the Company's headquarters in Burlington or Acton, Massachusetts, or such place within twenty (20) miles of Burlington or Acton, Massachusetts as the CEO and shall determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by Xxxx Xxxxxxxx, Chief Executive byOfficer, the CEO, which authority shall be sufficient to perform Executive’s duties hereunderor his successor. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other reasonably consistent duties and responsibilities as may be the Chief Executive Officer shall from time to time reasonably assigned assign to Executivehim. Executive shall The Employee agrees to devote substantially all of his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairsEmployment Period; provided, however, that the activities set out in clauses (i) – (v) nothing herein shall be limited construed as preventing the Employee from making personal investments, and provided, further, that nothing herein shall be construed as preventing the Employee from serving on civic or charitable boards, so long as the Employee has obtained permission to do so in each instance and in advance from the Chief Executive Officer. The Employee agrees to abide by Executive so as not the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to materially interfere, individually or in time by the aggregate, with the performance of Executive's duties and responsibilities hereunderCompany.

Title; Capacity. During the Agreement TermEmployment Period, the Company will employ Employee shall serve as the Company’s Chief Executive as its Executive Vice President of Research & Development to perform the Officer and have such authority, power, duties and responsibilities inherent in such position as are customary for the chief executive officer of a corporation of the size and nature of the Company, and such other authority, power, duties and responsibilities consistent with such position as may be reasonably assigned to the Chief Executive Officer Employee from time to time by the Board of Directors of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive ), and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive Employee shall report directly to the CEO solely to, and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunderBoard. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and position, such other duties and responsibilities as may be the Board shall from time to time reasonably assigned assign to Executivehim, and service on any board of the Company or its affiliates, in each case without additional compensation. Executive shall The Employee agrees to devote his reasonable best efforts and substantially all of his business time, attention and energies to the business and attention in the performance interests of the foregoing servicesCompany during the Employment Period. Notwithstanding the foregoing, nothing herein The Employee shall preclude Executive from (i) performing not engage in other business activities or perform services for such any other companies as the Company may designate or permit, (ii) serving, with Person without the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that without such consent, the Employee may engage in such civic, community, education, religious, charitable or public service or participate in industry organizations and industry events, so long as such activities set out in clauses (i) – (v) shall be limited by Executive so as do not to materially interfere, individually or in the aggregate, interfere with the Employee’s performance of Executive's his duties and responsibilities obligations hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the date of this Agreement.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Commercial Officer to perform the duties and responsibilities inherent in such position (which shall initially include, without limitation, those set forth in Schedule 1 to this Agreement) and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himExecutive. On an annual basis, the Company’s Board of Directors (the “Board”) ), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s his duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent set out in such position and such other duties as may be reasonably assigned to ExecutiveSchedule 1. Executive shall devote substantially all of his full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Commercial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himher. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York, subject to business travel requirements as may arise from time to time. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his her business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-non- ​ corporate entity) of non-non- competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.. ​

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research General Counsel & Development Company Secretary to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Strategy Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himher. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive her by, the CEO, which authority shall be sufficient to perform Executive’s her duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executiveher. Executive shall devote substantially all of his her full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its President and Chief Executive Vice President of Research & Development Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer Board of Directors of the Company (the “CEOBoard”) shall from time to time reasonably assign to him. On an annual basisbasis the Board, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEOExecutive, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO Chairman of the Board and shall be subject to the supervision of, and shall have such authority as is delegated to Executive byhim, by the CEOBoard, which authority shall be sufficient to perform Executive’s his duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 5.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO Board in consultation with the Executive. In order to perform his job duties and serve the best interests of the Company, Executive may be required to travel to and from Italy on a frequent basis, and to such other places as may be determined by the Board in consultation with Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executivehim. Executive shall devote substantially all of his full business time, energies energies, skills and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of or in such other position or positions as the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s or its Board of Directors (the “"Board”") in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the CEO and Company's principal offices in New Jersey, unless otherwise agreed by the parties. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive byhim by Clive Meanwell (or if Dr. Meanwell shall have ceased to serve as Chaixxxx xx xxx Xxmpany, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course txx Xxxxx xx such officer of the Agreement Term Company as determined may be designated by the CEO in consultation with the Executive. Executive Board.) The Employee hereby accepts such employment on a full-time basis and agrees to undertake the duties and responsibilities inherent in such position and and/or such other duties and responsibilities as Dr. Meanwell (or the Board or its designee) shall from time to time rxxxxxxxxx xxsign to him. The Company acknowledges and agrees that during the Employment Period, the Employee may be reasonably assigned continue to Executiveserve on the board of directors of the companies listed on Exhibit A attached hereto (as amended from time to time upon the written agreement of the Company and the Employee, the "Permitted Boards"). Executive shall The Company also acknowledges and agrees that the Employee may devote substantially all a portion of his business timetime to the winding down and termination of operations of Stack Pharmaceuticals, energies Inc. ("SPI"), provided that the Employee is working in good faith to wind down and attention in terminate the performance operations of SPI as promptly as possible, consistent with good business judgment and SPI's obligations under contracts to which SPI is currently a party. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive Company and any changes therein which may be adopted from (i) performing services for such other companies as time to time by the Company may designate or permit, (ii) serving, with the prior written consent except as provided in these agreements. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Board, which consent shall not be unreasonably withheld, as an officer or member date of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderthis Agreement.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Senior Vice President of Research & Development to perform the duties and responsibilities inherent or in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s or its Board of Directors (the “"Board”") in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the CEO and Company's principal offices in New Jersey, unless otherwise agreed by the parties. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive byhim by Clive Meanwell (or if Dr. Meanwell shall have ceased to sxxxx xx Xxxxx Executivx Xxxxxxx xx Chairman of the Company, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course Board or such officer of the Agreement Term Company as determined may be designated by the CEO in consultation with the ExecutiveBoard). Executive The Employee hereby accepts such employment on a full-time basis and agrees to undertake the duties and responsibilities inherent in such position and and/or such other duties and responsibilities as Dr. Meanwell (or the Board or its designee) shall from tixx xx xxxx xeasonably assign to him. The Company acknowledges and agrees that during the Employment Period, the Employee may be reasonably assigned continue to Executiveserve on the board of directors of the companies listed on Exhibit A attached hereto (as amended from time to time upon the written agreement of the Company and the Employee, the "Permitted Boards"). Executive shall The Company also acknowledges and agrees that the Employee may devote substantially all a portion of his business timetime to the winding down and termination of operations of Stack Pharmaceuticals, energies Inc. ("SPI"), provided that the Employee is working in good faith to wind down and attention in terminate the performance operations of SPI as promptly as possible, consistent with good business judgment and SPI's obligations under contracts to which SPI is currently a party. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive Company and any changes therein which may be adopted from (i) performing services for such other companies as time to time by the Company may designate or permit, (ii) serving, with the prior written consent except as provided in these agreements. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Board, which consent shall not be unreasonably withheld, as an officer or member date of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderthis Agreement."

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) ​ ​ engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of Vastera and as an officer or director of such of Vastera’s direct or indirect and wholly owned or partially owned subsidiaries as the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives duties of the Company as in effect Employee may require from time to time. Executive The Employee shall report directly to be based at the CEO and Company’s headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive him by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunderBoard of Directors (the “Board”). Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Company’s Board shall from time to time reasonably assigned assign to Executivehim. Executive shall Except during the Stub Period (defined herein below), the Employee agrees to devote substantially all of his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, nothing herein shall preclude Executive from (i) performing services for such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other companies as organizations to which the Company may designate or permitfrom time to time agree, (ii) serving, and similar types of activities so long as such activities do not interfere with the prior written consent Employee’s responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Board, which consent shall not Company and any changes therein that may be unreasonably withheld, adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderEffective Date.

Title; Capacity. During the Agreement TermEmployment Period, the Company will employ Executive as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position Employee shall serve as the President and Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himCompany. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board of Directors of the Company (the "Board") shall from time to time reasonably assign to him. As Chief Executive Officer and President, the Employee shall be in charge of all business of the Company and shall direct all such business, subject only to the supervision and direction of the Company's Board of Directors. It is contemplated that, as Chief Executive Officer and President, the Employee will at all times serve on the Company's Board of Directors, and be its Chairman. The Company shall at all times during the term of this Agreement take all such action as may be reasonably assigned available to Executiveit to cause the election of the Employee as Chairman of the Board and a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as he consents thereto. Executive shall During the Employment Period, the Employee agrees to devote substantially all of his full business time, energies and attention in to the performance advancement of the foregoing services. Notwithstanding Company and its interests and to the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent discharge of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's his duties and responsibilities hereunder, subject to illness, vacation and normal executive employment practices of the Company. The Employee shall not engage in any other business activity, except as may be approved by the Board in advance. Notwithstanding the requirements of the previous two sentences, the Employee shall be permitted to engage in the following activities to the extent that such activities do not unreasonably interfere with his duties hereunder: (i) to make and maintain passive personal investments for himself, his spouse, his parents, his siblings, or his children or for any trust or custodial account for his or their benefit and (ii) to participate in the management of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development General Counsel to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Chief Medical Officer and Executive Vice President of Research & President, Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) ), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive him by, the CEO, which authority shall be sufficient to perform Executive’s his duties hereunder. Executive will be based at within the Company’s offices in San Diego, CaliforniaCalifornia metropolitan area. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executivehim. Executive shall devote substantially all of his full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives duties of the Company as in effect Employee may require from time to time. Executive The Employee shall report directly to be based at the CEO and Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive him by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunderBoard of Directors (the "Board"). Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Company's Board shall from time to time reasonably assigned assign to Executivehim. Executive shall Except during the Stub Period (defined herein below), the Employee agrees to devote substantially all of his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, nothing herein shall preclude Executive from (i) performing services for such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other companies as organizations to which the Company may designate or permitfrom time to time agree, (ii) serving, and similar types of activities so long as such activities do not interfere with the prior written consent Employee's responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Board, which consent shall not Company and any changes therein that may be unreasonably withheld, adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderEffective Date.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Senior Vice President of Research Investor Relations & Development Corporate Affairs to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himher. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York, subject to business travel requirements as may arise from time to time. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his her business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive Employee as its Executive Senior Vice President of Research & Development President, Commercial—United States to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Commercial and Corporate Affairs Officer of the Company (the “CEOCCO”) or the Company shall from time to time reasonably assign to himEmployee. On an annual basis, as may be directed by the Company’s Board of Directors (the “Board”) or the Compensation Committee, the CCO, in consultation with Executive and the CEOEmployee, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive Employee shall report directly to the CEO CCO for all duties, and shall be subject to the supervision of, and shall have such authority as is delegated to Executive Employee by, the CEOCCO, which authority shall be sufficient to perform ExecutiveEmployee’s duties hereunder. Executive Employee will be based at the Company’s offices in San Diego, CaliforniaNew York City headquarters. Subject to Section 4.3 below, the The location of ExecutiveEmployee’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the ExecutiveBoard. Executive Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executivehim. Executive Employee shall devote substantially all of his full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive Employee from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's Employee’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – — (v) shall be limited by Executive Employee so as not to materially interfere, individually or in the aggregate, with the performance of Executive's Employee’s duties and responsibilities hereunder.. ​

Title; Capacity. During the Agreement Term, the Company will employ Executive as its President and Chief Executive Vice President of Research & Development Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer Board of Directors of the Company (the “CEO”"Board") shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunderBoard. Executive will be based at the Company’s offices 's headquarters in San DiegoNew York, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the ExecutiveNew York. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of President, Research & Development and Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himher. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, CaliforniaNorth Carolina. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his her business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory ​ ​ boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.

Title; Capacity. During the Agreement TermEmployment Period, the Company will employ Executive Employee shall serve as its Executive Senior Vice President of Research & Development to perform the duties Discovery and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Scientific Officer of the Company (the “CEO”) shall from time to time reasonably assign to himCompany. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive him by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Chief Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course Officer of the Agreement Term Company (the "CEO") or the Board of Directors of the Company (the "Board") consistent with his positions as determined by the CEO in consultation with the ExecutiveSenior Vice President of Discovery and Chief Scientific Officer. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the CEO or the Board shall from time to time reasonably assign to him consistent with his positions as Senior Vice President of Discovery and Chief Scientific Officer. During the Employment Period, the Employee shall, subject to the direction and supervision of the CEO and the Board, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company's business and interests and to the discharge of his duties and responsibilities hereunder and shall not engage in any other business activity, except as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention approved in advance by the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from Board or (i) performing services to maintain the Employee's Visiting Scholar status and privileges with the Worcester Foundation for such other companies as the Company may designate or permitBiomedical Research, Inc. ("WFBR"), (ii) servingto serve as a scientific consultant to Paul X. Xxxxxxxx xxxh respect to research conducted at WFBR under a grant from the National Institutes of Health, with The Employee agrees to abide by the prior written consent rules, regulations, instructions, personnel practices and policies of the BoardCompany, and any changes therein which consent shall not may be unreasonably withheldadopted from time to time by the Company, as an officer or member such rules, regulations, instructions, personnel practices and policies may reasonably be applied to the Employee as Senior Vice President of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities Discovery and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderChief Scientific Officer.

Title; Capacity. During the Agreement Term, the Company will employ Executive The Employee shall serve as its Executive Senior Vice President of Research & Development to perform the duties and responsibilities inherent Chief Financial Officer or in such position and such other duties and responsibilities consistent with such reasonably comparable position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s or its Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the CEO and Company’s headquarters in Newtown, Pennsylvania, or such place or places in the continental United States as the Board shall reasonably determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to Executive the Employee by, the CEOBoard, which authority shall be sufficient to perform Executive’s duties hereunder. President or Chief Executive will be based at Officer of the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Board or its designee shall from time to time reasonably assigned assign to Executivethe Employee. Executive shall The Employee agrees to devote substantially all of his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided, nothing herein shall preclude Executive from (i) performing services for such other companies that, the Employee may serve as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) executive director or trustee of non-competing businesses, (iii) serving other companies or entities so long as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as such service does not to materially interfere, individually or in the aggregate, unreasonably interfere with the performance Employee’s duties hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of Executive's duties the Company and responsibilities hereunderany changes therein which may be adopted from time to time by the Company. The Employee further agrees to abide by the applicable rules, practices, policies, restrictions and principles outlined by the Board in its Corporate Policy Governance Manual and amendments adopted thereto.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Senior Vice President of Research & Development President, Medical Affairs to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Operating Officer of the Company (the “CEOCOO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEOCOO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO COO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEOCOO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO COO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his her business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement TermEmployment Period, the Company will employ Executive Employee shall serve as its the Executive Vice President of Research & Development to perform the duties President, Chief Operating Officer and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer Treasurer of the Company (the “CEO”) shall from time to time reasonably assign to himCompany. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of the Company or the Board of Directors of the Company (the "Board") shall from time to time reasonably assign to him. It is contemplated that, as Executive Vice President, Chief Operating Officer and Treasurer, the Employee will at all times serve on the Company's Board of Directors. The Company shall at all times during the term of this Agreement take all such action as may be reasonably assigned available to Executiveit to cause the election of the Employee as a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as he consents thereto. Executive shall During the Employment Period, the Employee agrees to devote substantially all of his full business time, energies and attention in to the performance advancement of the foregoing services. Notwithstanding Company and its interests and to the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent discharge of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's his duties and responsibilities hereunder, subject to illness, vacation and normal executive employment practices of the Company. The Employee shall not engage in any other business activity, except as may be approved by the Board in advance. Notwithstanding the requirements of the previous two sentences, the Employee shall be permitted to engage in the following activities to the extent that such activities do not unreasonably interfere with his duties hereunder: (i) to make and maintain passive personal investments for himself, his spouse, his parents, his siblings, or his children or for any trust or custodial account for his or their benefit and (ii) to participate in the management of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Executive Vice President of Research & Development Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to himher. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive her by, the CEO, which authority shall be sufficient to perform Executive’s her duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executiveher. Executive shall devote substantially all of his her full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Operating Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices headquarters in San DiegoNew York, CaliforniaNew York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, CaliforniaMassachusetts. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.