0000950134-07-023392 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”) is made and entered into by and between Mark A. Gallop, PhD (the “Executive”) and XenoPort, Inc., a Delaware corporation (the “Company”), effective as of November 7, 2007.

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”) is made and entered into by and between [Name] (the “Executive”) and XenoPort, Inc., a Delaware corporation (the “Company”), effective as of [Date], 2007.

Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. LICENSING AGREEMENT
Licensing Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • New York

This Licensing Agreement (hereinafter, “Agreement”), dated as of October 12, 2007 (“Effective Date”), between XenoPort, Inc., a Delaware corporation having a place of business at 3410 Central Expressway, Santa Clara, CA 95051 (“XenoPort”), and Xanodyne Pharmaceuticals, Inc., a Delaware corporation having a place of business at One Riverfront Place, Suite 900, Newport, KY 41071 (“Xanodyne”).

XENOPORT, INC. AMENDED AND RESTATED RIEFLIN EMPLOYMENT AGREEMENT
Rieflin Employment Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • California

This Amended and Restated Rieflin Employment Agreement (the “Agreement”) is entered into as of November 7, 2007, by and between XenoPort, Inc. (the “Company”), and William J. Rieflin (“Executive”).

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