Common use of Consulting Services Clause in Contracts

Consulting Services. Employee agrees to provide to the Company consulting services, defined below, as an independent contractor for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s).

Consulting Services. Employee agrees to provide to From the Company consulting servicesdate hereof until July 16, defined below2010 (such date, as an independent contractor for a term of six (6) months following the Termination Date (the “Consulting End Date”, and such period, the “Consulting Services Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include), but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇▇ shall render consulting services (the “Services”) to the Affiliated Entities as may reasonably be requested by HealthTronics from time to time, including but not limited to assisting HealthTronics in managing and evaluating operating performance of the Urology Services division, assisting HealthTronics in evaluating strategic opportunities, and assisting HealthTronics in integrating acquisitions of other companies, businesses or assets. If there is a request for Services in addition to those described above, whether such additional Services are reasonable shall be jointly determined by ▇▇▇▇▇ and the Chief Executive Officer of HealthTronics. ▇▇▇▇▇ shall not be required to work more than 40 hours a week in performing Services, and, notwithstanding anything to the contrary in this Agreement, the parties intend that the average level of bona fide services to be provided by ▇▇▇▇▇ during the Consulting Services Period shall be equal to or less than 20% of the average level of the bona fide services provided by ▇▇▇▇▇ during the 36-month period immediately preceding the Effective Date. ▇▇▇▇▇ shall not incur any travel or other expenses in performing the Services unless approved in advance by the Chief Executive Officer of HealthTronics. ▇▇▇▇▇ may engage in other services, employment or occupation during the Consulting Services Period as long as such services, employment or occupation are not contrary to the provisions of this Agreement and do not materially interfere with his duties and obligations hereunder. ▇▇▇▇▇ shall comply with all applicable laws in providing Services and shall provide such Services in accordance with industry standards. HealthTronics may terminate the consulting relationship at any time upon written notice to ▇▇▇▇▇, President & Chief Executive Officer and in such event (either such termination or the “Consulting Services”). Such provision of such notice) the Consulting Services Period shall be limited expire. HealthTronics shall make all reimbursements to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇▇▇▇ for business expenses that are pre-approved as set forth herein promptly following ▇▇▇▇▇’▇ presentation of documentation to HealthTronics, ▇▇▇▇▇▇▇™which such documentation must be reasonably acceptable to HealthTronics, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreementevidencing such expenditures. The Incentive Payment(s) shall be made amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)reimbursement under this Agreement is not subject to liquidation or exchange for another benefit.

Consulting Services. Employee agrees to provide to During the Company consulting services, defined below, as an independent contractor for a term of six three (63) months years immediately following the Termination Date (the “Consulting Consultancy Period”) at any reasonable times requested by the Company; provided that you will make yourself available to serve the Company shall not require as an independent consultant, performing such duties and responsibilities as the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer of the Company, or such officer’s delegate, may reasonably request from time to time; provided that: (i) without your consent, you will not be obliged to provide service on more than fifteen (15) days in any calendar quarter; (ii) you shall not provide services to the Company on more than one hundred thirty (130) days in any one calendar year, and (iii) if you have a Disability during the Consultancy Period, you shall not be required to provide service beyond that which you are reasonably capable of providing in light of your Disability. During the Consultancy Period, the Company will pay you monthly a retainer fee (the “Consulting ServicesRetainer Fee”) at the annual rate equal to the rate of your base salary in effect immediately before the Termination Date. Notwithstanding the foregoing, if on the Termination Date you are a Specified Employee (as defined by Section 409A of the Internal Revenue Code of 1986). Such Consulting Services shall , then to the extent required by the Internal Revenue Code, (i) the Company will not commence making payments of the Retainer Fee to you until six (6) months after the Termination Date, at which time the entire amount that had been due to you for the preceding six (6) month period will be limited paid to a maximum of you in one (1) full day per week. As compensation for providing Consulting Services during lump sum and the Consulting Period, Employee remainder of the Retainer Fee will receive $1,000.00 per week be payable by the Company within thirty to you in equal monthly installments; and (30ii) days following its receipt of an invoice for the Work. The Company shall reimburse Employee first six-month period of health insurance coverage as specified in paragraph 4 above, you must pay for reasonable expenses, including travel expenses, incurred on behalf the cost of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. Ifcoverage and, at any time within the Consulting Periodend of this six-month period, you will be reimbursed for the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization cost of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transactionsuch coverage. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 the Company will pay you such compensation for each additional cytokine inhibitor that is included within day when you provide such consulting services as you and the same, or different, definitive agreementCompany may agree in writing. The Incentive Payment(s) shall be made Amounts payable to Employee within five (5) days following the execution you on account of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that consulting services you actually provide to the Company shall withhold appropriate federal, state, local will not be subject to the six (and foreign, if applicable6) income and employment taxes from the Incentive Payment(s)month payment delay.

Consulting Services. Employee agrees to provide to If the Company consulting servicesEmployment Period shall terminate on December 31, defined below2004 or, as an independent contractor for a term if earlier, on account of six (6) months following disability, then during the Termination Date five-year period (the “"Consulting Period”Term") at any reasonable times requested by beginning on the Company; provided that date of termination of the Company Employment Term, the Executive shall not require the Employee render to provide any Chris-Craft such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇consultation a▇▇ ▇▇▇▇▇▇, President & vice as the Board of Directors or the Chief Executive Officer (of Chris-Craft may request, subjec▇ ▇▇ the “Consulting Services”). Such Consulting Services Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be limited performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a maximum consulting fee, compensation at the rate of one (1) full day $250,000 per weekannum, payable in equal monthly installments. As compensation for providing Consulting Services during The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting PeriodTerm to the end of the Consulting Term, Employee will receive $1,000.00 per week payable by in proportion to any increase in the Company within thirty (30) days following its receipt Consumer Price Index, as defined in Section 4.4, between the December levels of an invoice the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the Workmonth next preceding the date of such adjustment becomes available. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting PeriodIn addition, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee Executive shall be entitled to an incentive payment participate in an amount equal each insurance plan or medical or health plan generally available to $15,000.00 (Chris-Craft senior executives a▇▇ ▇▇ the “Incentive Payment”) for each transactionreimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In additionthe event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), Employee he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)i▇ ▇▇▇h event.

Consulting Services. Employee agrees (a) If a Change in Control of the Company shall occur while the Executive is an employee of the Company and if the Executive's employment with the Company is terminated by the Executive subsequent to provide a Change in Control other than for Retirement or Good Reason and has not or could not have been terminated at that time by the Company for Cause, death or Disability, the Executive shall have the right, upon written notice to the Company within thirty days following the termination of employment, to continue as a consultant to the Company for a period of one year, commencing on the date the notice of the election to render such services is delivered to the Company. Notwithstanding the foregoing, if the Executive's employment with the Company is terminated by the Executive less than ninety days after the Change in Control for any reason, the Executive shall not have the right to continue as a consultant to the Company as provided in this Section 3. During the one-year consulting servicesperiod, defined below, the Executive shall be regarded as an independent contractor and not as an employee of the Company and shall render advisory services concerning the business affairs of the Company with which the Executive shall have had substantial familiarity in the course of his prior employment responsibilities. During the one-year consulting period, the Executive shall not be required to devote more than one day each week and three days each calendar month to such services, and shall not be required to render any services at a distance of more than fifty miles from his then home, it being understood that the Executive may move from the area in which he presently resides. The Executive's consulting services under this Agreement shall be required only at times and places consistent with his other employment or with his private activities. (b) In consideration for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that Executive's agreement to provide consulting services, the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations pay to the Company Executive not later than the fifth day following the date the Executive provides notice under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in Section 3 (a) an amount equal to $15,000.00 the Executive's base salary (determined on an annual basis using the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment 9 rate in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within effect on the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution date of the definitive agreement(stermination of employment) which triggered plus bonus; provided, however, that if the Executive's base salary or bonus cannot be finally determined on or before such Incentive Payment(s). Employee acknowledges and agrees that day, the Company shall withhold appropriate federalpay to the Executive on such day the estimated minimum amount of such compensation, stateas determined in good faith by the Company and (i) the Company shall pay to the Executive any deficiency in such estimated amount as soon as it can be finally determined but in no event later than the thirtieth day after the date of termination or (ii) the Executive shall repay to the Company, local not later than the fifth day after demand by the Company, any excess of such estimated amount over the Executive's compensation as finally determined (in each case, together with interest at the rate provided in Section 7872(f)(2)(A) of the Code.) (c) The Company shall, at its expense, provide the Executive, for the one-year consulting period, life, health, dental, long-term disability and foreign, if applicable) income accident insurance substantially similar to the insurance in effect and employment taxes from provided by the Incentive Payment(s)Company at the time of the election to render consulting services and all other benefits and perquisites substantially similar to those which the Executive was eligible to receive immediately prior to the election.

Consulting Services. Employee agrees to provide to Commencing at the expiration of the Employment Term: (a) The Company consulting shall retain the Executive's services, defined belowand he shall serve the Company, as an independent contractor a consultant for a term of six the period May 28, 1997 through May 31, 2004 (6) months following "the Termination Date (the “Consulting Period”"). (b) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during During the Consulting Period, Employee Executive will receive $1,000.00 per week payable by render to the Company within thirty (30) days following its receipt such services of a consultative nature as the Company reasonably may request, so that the Company may continue to have the benefit of his experience and knowledge of the affairs of the Company and of his business reputation and contacts. Executive will be an invoice for advisor to the WorkChief Executive Officer and will perform such tasks as the Chief Executive shall designate. The Company understands and agrees that Executive may relocate his residence elsewhere. Executive will be available for advice and counsel to the officers and directors of the Company at all reasonable times by telephone, letter or in person for up to the equivalent of twenty (20) eight hour days per calendar quarter through May 31, 1999, and five (5) eight hour days per calendar quarter commencing June 1, 1999 through the end of the Consulting Period, in each case during normal business hours. (c) The Company shall pay Executive a consulting fee of FIVE HUNDRED THOUSAND DOLLARS ($500,000) per annum during the period commencing June 1, 1997 through May 31, 1999, and a consulting fee of ONE HUNDRED THOUSAND DOLLARS ($100,000) per annum during the period commencing June 1, 1999 through the end of the Consulting Period, in each case payable monthly in arrears. (d) During the Consulting Period the Company shall reimburse Employee Executive monthly for travel and other expenses in connection with his services as a consultant, such reimbursement to be in accordance with the Company's standard reimbursement practices. The Company hereby agrees to indemnify Executive and hold Executive harmless from any and all claims, losses, costs and expenses (including reasonable expensesattorneys fees) incurred, including travel expenses, incurred on behalf suffered or paid by Executive arising out of or in connection with Executive's performance of consulting services to the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policiesPeriod unless caused by the negligence or intentional misconduct of Executive and/or Executive's material breach of this Agreement. Employee understands and agrees that his This provision is not intended to limit or eliminate any indemnification obligations to the Company under may have to Executive as a result of Executive's position as an officer and director of the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee Company. (e) During the Employment Term and the period May 28, 1997 through December 31, 1999, the Company on 15 May 1996will provide Executive with up to 1,250 square feet of usable office space at a location to be selected by the Company and acceptable to Executive, a copy of which is attached to this Agreementincluding rent, shall continue through utilities and escalations, but not in the Consulting PeriodCompany's home office building. The Consulting Period will terminate on 31 office space shall be furnished with office furniture and shall be equipped with other reasonable furnishings, including computer, telephone and photocopy equipment and shall be staffed by a full-time salaried qualified executive secretary with appropriate fringe benefits. Ownership of the furnishings and equipment furnished by the Company shall be retained by the Company and at December 2007 unless extended upon mutual agreement31, 1999 possession thereof shall be delivered to Company. If, Reasonable operating expenses of the office shall be paid by the Company. The Executive may at any time within deliver possession of this office space and the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining furnishings to the development and/or commercialization of A▇▇-▇▇▇▇▇Company, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled at which time the Company's obligations to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(sExecutive under this subparagraph 7(e) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)cease.

Consulting Services. (a) If the Employee’s full-time employment by the Company pursuant to this Agreement is terminated for any reason, except for termination by reason of death, Permanent Disability, for Cause, or by voluntary resignation by the Employee agrees and Section 14(b) is inapplicable, the Employee may elect to provide consulting services to the Company consulting services, defined below, as an independent contractor for a term period of six (6) up to 120 months following notice to the Termination Company of the Employee’s election to provide such services. Any election to provide such services must be given to the Company within 90 days after the Date of Termination. If the Employee elects to provide such services, the Company shall pay the Employee no less frequently than monthly at an annual rate equal to 70% of Employee’s Base Salary (defined in Section 12(c) above) (such payment shall be in addition to, and not in lieu of, any amounts paid or payable to the “Consulting Period”Employee pursuant to Section 14 by reason of the termination of his employment). Employee shall provide not less than 60 hours of consulting services per month. Notwithstanding the foregoing, the Employee shall in no event provide services to the Company at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding three full calendar years of employment. For purposes of this Section 15, the annual rate of providing services shall be determined based on the measurement used to determine the Employee’s base compensation. (b) at any reasonable times requested by While providing consulting services to the Company pursuant to this Section 15, the Employee and his dependents shall be entitled to participate in the Company; provided ’s life, medical and dental insurance benefits that the Company shall not require has adopted or may adopt for the benefit of its executive officers under the terms and conditions of such insurance coverage. If the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but and his dependents are not limited toeligible to participate in such benefits pursuant to the terms of coverage, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Workwill seek to obtain substantially similar individual coverage. The Company shall reimburse the Employee for his reasonable expenses, including travel expenses, business expenses incurred on behalf of the Company during the Consulting Period, provided that while providing such expenses are approved in advance and substantiated consulting services in accordance with Section 9 of this Agreement and shall provide appropriate office space and secretarial support. The Company policiesacknowledges that while the Employee is providing consulting services pursuant to this Section 15, he will be an “Eligible Individual” under the Company’s 2001 Omnibus Stock Incentive Plan as currently in effect. The Employee understands agrees to be bound by the provisions of Section 20 during the time the Employee provides such services (and agrees that his thereafter in the case of Section 20(a)). The consulting services and the Company’s obligations to under this Section 15 shall terminate automatically upon the Employee’s death or Permanent Disability and may be terminated by the Company under for Cause or by the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy for any reason. The Date of which is attached to Termination shall be determined in accordance with Section 13(e) of this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting PeriodWithin 30 days of such termination, the Company enters into a definitive agreement with a strategic partner pertaining shall pay to the development and/or commercialization of A▇▇-▇▇▇▇▇Employee all accrued but unpaid consulting fees and unpaid expense reimbursements. Except as set forth in this Section 15, ▇▇▇▇▇▇▇™, and/or RCT, the Employee shall not be entitled to an incentive payment any severance or other benefits compensation set forth in an amount equal this Agreement with respect to $15,000.00 (any termination of consulting services. 3. Capitalized terms used without other definition in this First Amendment shall have the “Incentive Payment”) for each transactionmeanings given to them in the Employment Agreement. 4. In additionExcept as modified by this First Amendment, Employee all other terms and conditions of the Employment Agreement shall remain in full force and effect. 5. The validity, interpretation, construction and performance of this First Amendment shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within governed by the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution laws of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)State of California without regard to its conflicts of law principles.

Consulting Services. Employee agrees Upon the approval of this Agreement by the shareholders of LTC (the "Approval Date") the following provisions shall become effective from the Approval Date until the Effective Time of the Merger or the termination of this Agreement pursuant to Section 9.1 (the "Bridge Period"): (a) PLL shall retain LTC as a consultant during the Bridge Period and LTC shall provide management and technical services to PLL. Management services shall include, without limitation: general management services including executive functions, supervisory support, capital raising support, corporate strategy development, strategic alliance development and negotiations, financial planning services; strategic planning services; sales, marketing and business development services. Technical services shall include, without limitation, research and development services, engineering, and other technical assistance and advice related to the Company consulting services, defined below, as an independent contractor for a term development and manufacturing of six (6) months following the Termination Date lithium polymer rechargeable cells (the “Consulting Period”"Services"). PLL shall request such Services in writing and specify: (i) at any reasonable times requested Nature of work to be performed; (ii) Date on which assignment is to begin; (iii) Length of assignment; and (iv) Individual who will coordinate for PLL. (b) Each work assignment shall be governed by the Company; provided that terms and conditions of this Agreement, the Company terms and conditions of the work assignment, and by such supplementary written amendments of this Agreement or the work assignment as may be from time to time executed between the parties. (c) In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any work assignment, the terms and conditions of the work assignment shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer govern. (the “Consulting Services”). Such Consulting d) The Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during performed both at the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee LTC facilities and the Company on 15 May 1996, a copy facilities of which is attached PLL as designated by PLL. (e) LTC's staff are not nor shall they be deemed to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, be at any time within during the Consulting Periodterm of this Agreement to be employees of PLL. (f) PLL shall have the right to interview any prospective new hire of LTC and may in its sole discretion reject any such person upon written notice to LTC (g) PLL shall be responsible for the technical direction of the Services performed by LTC's staff. LTC shall be responsible for supervision and general control of its staff and shall provide only personnel who are and remain acceptable to PLL to carry out this responsibility. (h) LTC shall instruct its employees to use the same care and discretion with respect to PLL's confidential information that they use with respect to LTC's confidential information. (i) The work product and New Technology resulting from LTC's services to PLL hereunder is hereby deemed assigned and shall belong exclusively to PLL. PLL shall have the exclusive right to obtain copyrights, registrations and such other proprietary protections on the Company enters into a definitive agreement New Technology as it wishes. LTC will provide PLL with a strategic partner pertaining all assistance reasonably required to protect said rights, at PLL's expense. "New Technology" means all inventions, patents, know-how, trade secrets, information, data, manufacturing processes, designs, ideas, and the like and any new or improved process, method or design change to LTC technology existing prior to the development and/or commercialization date of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (this Agreement and developed by LTC or PLL on or after the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution date of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)this Agreement.

Consulting Services. Employee agrees to provide to If the Company consulting servicesEmployment Period shall terminate on December 31, defined below2004 or, as an independent contractor for a term if earlier, on account of six (6) months following disability, then during the Termination Date five-year period (the “"Consulting Period”Term") at any reasonable times requested by beginning on the Company; provided that date of termination of the Company Employment Term, the Executive shall not require the Employee render to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & -Craft such consultation and advice as the Board of Directors or the Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇-Craft may request, subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to ▇▇▇▇▇-Craft senior executives and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by ▇▇™▇▇▇-Craft during the Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), and/or RCThe shall nevertheless be entitled to continue to receive his full consulting fee, Employee and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for ▇▇▇▇▇-Craft and shall be entitled to an incentive payment in an amount equal receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to $15,000.00 occur of (a) the “Incentive Payment”first anniversary of such termination or (b) for each transactionthe end of the Consulting Term. In additionthe event that the Executive voluntarily terminates the Consulting Term, Employee he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which ▇▇▇▇▇-Craft shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)event.

Consulting Services. Employee agrees to provide to a. Upon the Company consulting services, defined below, effective date of his termination as an independent contractor for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved set forth in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇paragraph 1 above, ▇▇▇▇▇▇▇™▇'▇ status will be changed to that of Consultant. The term of the consultancy will continue until and including two (2) years from the date this agreement is entered into ("Term"). During the Term, and/or RCT▇▇▇▇▇▇▇▇ will provide nonexclusive consulting services as reasonably requested by the Board or its designee, Employee at the Company's option. Consulting services shall be provided at reasonable and mutually convenient times and locations or through written communications. ▇. ▇▇▇▇▇▇▇▇ will provide such assistance and consultation as may be reasonably requested by the Board or its designee on matters including, but not limited to, strategic relations; business plans and currently pending transactions; and currently pending or future litigation or threatened litigation. ▇. ▇▇▇▇▇▇▇▇'▇ fee for his agreement to render the above services will be Two Hundred Fifty Thousand Dollars ($250,000.00) per annum to be paid on monthly installments, one month in advance. The initial payment shall be paid no later than ten (10) days following the effective date of this Agreement. However, in the event ▇▇▇▇▇▇▇▇'▇ is receiving salary continuation payments under the Employment Agreement to which this Agreement is Exhibit A, ▇▇▇▇▇▇▇▇ will not be entitled to an incentive payment in an amount equal to $15,000.00 (any fees under this Consulting Agreement during the “Incentive Payment”) period for each transactionwhich salary continuation is being received by ▇▇▇▇▇▇▇▇. In addition, Employee the Company will pay or reimburse ▇▇▇▇▇▇▇▇ for reasonable expenses incurred by ▇▇▇▇▇▇▇▇ in rendering his consulting services, including reasonable travel and lodging expenses, in fulfillment of his consulting services. The Company will continue to provide ▇▇▇▇▇▇▇▇ with an active e-mail address, and with services of an assistant for the performance of his consulting services, all at the Company's expense. For income tax purposes, ▇▇▇▇▇▇▇▇ will be treated as an independent contractor effective with the first payment hereunder. d. If there is a material breach of a term of this Agreement by Company, which is not cured by Company within 60 days of written notice from ▇▇▇▇▇▇▇▇ of the breach, then all payments payable under this Agreement are immediately due and payable and ▇▇▇▇▇▇▇▇ will have no obligations under this Agreement. If ▇▇▇▇▇▇▇▇ dies or becomes Permanently Disabled before expiration of Term, all payments payable under this Agreement are immediately due and payable to ▇▇▇▇▇▇▇▇ (or his legal representative as the case may be) and ▇▇▇▇▇▇▇▇ (nor any related persons or entities) will not have any obligations under this Agreement. For purposes of this Agreement, Permanent Disability shall be entitled to an incentive payment defined as any physical or mental illness or incapacity which renders ▇▇▇▇▇▇▇▇ incapable of fully performing the consulting services provided for herein for a period aggregating 120 days in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the sameany twelve month period ending before expiration of Term. Upon request, or different, definitive agreement. The Incentive Payment(s) shall Company will be made to Employee within five (5) days following the execution provided with medical verification of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)Permanent Disability.

Consulting Services. Employee (a) Executive agrees to provide consulting services to the Company consulting servicesduring the period commencing July 1, defined below2019 and ending August 31, as an independent contractor for a term of six (6) months following the Termination Date 2019 (the “Consulting Period”). At the election of the Company, the Company may extend the Consulting Period on a monthly basis, but not beyond December 31, 2019, by giving Executive written notice of each such monthly extension. The consulting services shall be substantially the kind of services described on Schedule 1 (the “Services”), provided, that (i) at Executive shall not be required to provide the Company with more than 75 hours of Services per month, (ii) Executive shall not be entitled to receive additional compensation if he performs a greater number of hours of Services, and (iii) the Consulting Fee payable pursuant to Section 4(b) shall be paid even if the number of hours of Services that the Company requests Executive to perform during any reasonable times month entails fewer than 75 hours of Service (b) During the initial two months of the Consulting Period, Executive shall receive a consulting fee (the “Consulting Fee”) in the amount of Thirty Five Thousand Dollars ($35,000) per month. If the Consulting Period is extended for any monthly period(s) after August 31, 2019, the amount of the monthly Consulting Fee and the number of hours of Services to be performed during any month shall be determined by agreement between Executive and the Chief Executive Officer of the Company, and extension of the Consulting Period shall be subject to the condition that Executive and the Chief Executive Officer shall have reached agreement on the amount of the Consulting Fee and hours of Services for such extension period, and the failure of Executive and the Chief Executive Officer to reach such agreement shall result in the termination of the Consulting Period on the last day of the Consulting Period then in effect. The Consulting Fee shall be paid within ten (10) days after the end of each calendar month. Normal and customary payroll withholdings and deductions shall be made from such payment, and the amount will be reported for tax purposes as required by law. If the Consulting Period is terminated by the Company other than for Default during any month during the Consulting Period (including any extension month), the full Consulting Fee for the month in which termination occurred will be paid. If Executive terminates the Consulting Period, or if the Company terminates the Consulting Period for Default, the Consulting Fee for the month in which termination occurs will be prorated based on a fraction, the numerator of which shall be the number of hours of Services performed by Consultant during that month and the denominator of which shall be 75. (c) If (i) Executive is not in Default as defined in Section 13(c), (ii) Executive has not terminated the consulting relationship, (iii) Executive has not exercised the right of revocation set forth in Section 14, and (iv) if Executive fully performs, in good faith and in a timely manner, all of the Services requested by the Company; provided that , then Executive’s unvested Options shall continue to vest in accordance with their vesting terms and schedules (other than terms applicable to employment by the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1Company) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable including any monthly extensions. (d) Executive shall not be entitled to participate in any Company welfare, retirement, perquisite, fringe benefit, insurance, equity, or other benefit plans during the Consulting Period, other than under COBRA as provided in Section 2. (e) During the Consulting Period, Executive shall have no authority to bind the Company to any contract, agreement, or obligation, and Executive shall not hold himself out as the agent of the Company. (f) The provisions of Section 5(a) and Section 5(b) of Executive’s Employment Agreement, which are incorporated by reference into this Transition Agreement, shall be applicable to Executive during the Consulting Period, and, subject to the limitations set forth in such Sections 5(a) and 5(b), Executive shall disclose and assigns to the Company any and all inventions, discoveries, improvements or intellectual property which Executive may conceive or make during the Consulting Period, and, to the extent permitted by applicable law, all Moral Rights with respect thereto. Section 5(c) of Executive’s Employment Agreement shall also apply with respect to Confidential Information that Executive may learn, develop, or have access to during the Consulting Period. A breach by Executive of any of his obligations under Section 5 of his Employment Agreement shall also constitute a breach of this Transition Agreement and a Default as defined in Section 13(c). (g) During the Consulting Period, Executive shall be responsible for all of his own business expenses and shall not be reimbursed by the Company within thirty (30) days following its receipt of an invoice for any costs or expenses incurred by him in performing consulting services, except that if the Work. The Company requests that Executive travel to any location other than the Company’s offices or laboratory in the San Francisco Bay Area, the Company shall either provide Executive with transportation and lodging or shall reimburse Employee Executive for reasonable travel and lodging expenses incurred by him, subject to the Company’s policies for travel expenses and provided that he provides invoices for such expenses. (h) Subject to Section 13, including travel expenses, incurred on behalf of the Company agrees that Executive may provide consulting services or services as an employee or partner to other companies or business organizations during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance (i) so doing does not unreasonably interfere with Company policies. Employee understands and agrees that his obligations ability to provide at least 75 hours of Services per month to the Company under the Employee Invention Assignment, Patent at such times and Confidential Information Agreement entered into between Employee and place as the Company on 15 May 1996, a copy of which is attached may reasonably require; and (ii) he will provide services exclusively to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to in fields of (x) blood or urine tests for the development and/or commercialization diagnosis or detection of A▇▇-▇▇▇▇▇cancer, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 and (the “Incentive Payment”y) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)immunology.

Consulting Services. Employee agrees to (a) During the Consulting Period, Executive shall provide consulting services to the Company consulting services, defined belowwith respect to strategic and operational matters regarding the Company’s business and to assist Executive’s successor, as an independent contractor for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times reasonably requested by the Board of Directors or the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer officers (the “Consulting Services”). Such The Company shall exercise reasonable efforts to avoid conflicts between such requested Consulting Services and Executive’s other commitments, and Executive shall exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner, notwithstanding Executive’s other commitments. (b) In consideration for the Consulting Services, Executive shall be limited to paid a maximum consulting fee of one $100,000, which shall be paid in a lump sum within ten days after the Retirement Date. The Company shall reimburse Executive for reasonable out-of-pocket expenses incurred in connection with the performance of the Consulting Services, provided that Executive submits receipts for such expenses in a manner consistent with the Company’s expense reimbursement policies and procedures. (1c) full day per week. As compensation for providing Consulting Services Executive agrees that except as otherwise provided herein, any and all Company property in his possession shall be returned on his Retirement Date, except that during the Consulting Period, Employee will receive $1,000.00 per week payable by Executive shall retain and have the use of the Company-provided cell phone, at the Company’s expense, and Executive shall also retain his current access to the Company’s physical and computer network facilities. It is agreed and understood that Executive may retain his Company-provided personal digital assistant device at no charge, and Executive shall be solely responsible for any and all expenses related to such device after the end of the Consulting Period. In addition, following the Consulting Period and after the Company within thirty has removed from Executive’s Company-provided home computer all Company confidential information and Developed Material, Executive may retain his Company-provided home computer at no charge. However, after the end of the Consulting Period, Executive shall be responsible at his own expense for obtaining any necessary licenses for software remaining on said computer. (30d) days following its receipt Executive assigns to the Company all materials, research, plans, specifications, works of an invoice authorship and other data and intellectual property generated, conceived or developed in connection with the Consulting Services (the “Developed Material”) and any resulting patents, copyrights and other intellectual property rights. Works of authorship in any form of expression, including, manuals, plans, specifications and software developed in connection with the Consulting Services, are “works for hire” and belong exclusively to the Company. Executive will take all reasonable actions, at the Company’s expense, necessary to transfer to the Company all of Executive’s rights in and to the Developed Material. (e) It is the expectation and intent of the Parties that the Consulting Services will, from the start of the Consulting Period and thereafter, consist of services equal to or less than twenty percent (20%) of the average level of services performed by Executive for the Work. The Company during the immediately preceding thirty-six (36)-month period and therefore Executive’s termination of employment on the Retirement Date will constitute a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. (f) It is the Parties’ intent that Executive shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of render services to the Company during the Consulting PeriodPeriod in the capacity of an independent contractor, provided that such expenses are approved in advance and substantiated in accordance with Company policiesnot as an employee of the Company. Employee understands and agrees that his obligations to Accordingly, Executive shall be responsible for the payment of all taxes on amounts received from the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through for the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. IfServices, at any time within and during the Consulting Period, the provision of the Consulting Services pursuant to this Agreement will not entitle Executive to be eligible to participate in any Company enters into a definitive agreement with a strategic partner pertaining employee benefit plan, except to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor extent that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)plans permit retired employee participation.

Consulting Services. 4.3.1 During the five-year period following the termination of Employee’s employment hereunder (for any reason whatsoever), whether by the Company or by Employee, and whether during the Employment Term or thereafter (e.g., due to the failure to renew this Agreement or enter into a new employment agreement), Employee agrees to make himself available to provide consulting services to the Company consulting services, defined below, as the Company’s Chairman of the Board may reasonably request in writing. Such services shall be limited to counseling and advising the directors and the principal executive officers concerning the Company’s business. Employee acknowledges that (i) such services will be provided solely as an independent contractor and not as an employee of the Company and (ii) he will not be entitled to any employment rights or benefits of the Company. The consulting services shall be provided at mutually convenient times and places; provided, however, that in no event shall Employee be obligated to (i) provide services in any manner other than by telephone or in person at meetings at the Company’s offices in Little Falls, New Jersey or (ii) expend more than ten hours a month during the first year of the consulting term nor more than five hours a month during the remainder of the consulting term. 4.3.2 In consideration for the consulting services, the Company agrees to pay Employee a term Consulting Fee, as defined below, commencing on the first anniversary of six (6) months following the Termination Date termination date and continuing on each of the next four anniversaries thereafter. The Consulting Fee shall be equal to $100,000 per year as adjusted pursuant to the terms of this paragraph. Commencing August 1, 2004, the Consulting Fee shall be increased annually by an amount established by reference to the “Consumer Price Index for Urban Wage Earners and Clerical Workers, New York, New York, all items “Series A-01” published by the Bureau of Labor Statistics of the United States Department of Labor (the “Consulting PeriodConsumer Price Index”) at any reasonable times requested by ). The base period shall be the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services includemonth ended May 31, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer 2003 (the “Consulting ServicesBase Period”). Such If the Consumer Price Index for the month of May in any year, commencing in 2004, is greater than the Consumer Price Index for the Base Period, then the Consulting Services Fee shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during increased, commencing on the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf next anniversary of the Company during the Consulting Periodtermination date, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under amount obtained by multiplying Base Consulting Fee by a fraction, the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy numerator of which is attached to this Agreement, shall continue through the Consulting Consumer Price Index for the month of May of the year in which such determination is being made and the denominator of which is the Consumer Price Index for the Base Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within In order to enable the Consulting PeriodCompany to obtain the commitment of Employee to make his services available for the consulting relationship contemplated hereby, the Company enters into a definitive agreement with a strategic partner pertaining has assumed the risk of Employee’s death during the term hereof, and in the event of Employee’s death while this Agreement is in effect, the Company shall, following notice of Employee’s death, pay the remaining severance hereunder to Employee’s wife or other designated beneficiary on the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreementsame installment basis. The Incentive Payment(s) severance pay hereunder is in addition to, and shall be made in no way reduce, amounts payable to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges under Sections 4.1 and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)4.2.

Consulting Services. Employee agrees to provide to the Company consulting services, defined below, as an independent contractor for For a term period of six two (62) months years following the Termination Retirement Date (the “Consulting PeriodTerm”) ), the Executive agrees that he shall provide consulting and transition services to the Company and its CEO at any reasonable such times requested as mutually agreed to by the Company; provided CEO and the Executive. On or prior to the expiration of the Consulting Term, the CEO may elect to renew or extend the Executive’s consulting engagement subject to such terms as may be mutually agreed to by the Executive and the CEO. It is the expectation of the Company and the Executive that the Company shall not require level of bona fide services the Employee Executive will perform after the Retirement Date will permanently decrease to provide any such no more than twenty percent (20%) of the average level of bona fide services to an extent that would unreasonably interfere with performed by the Employee’s search for employment Executive on behalf of the Company, the Parent and their subsidiaries or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with affiliates over the Employee’s background, skills and experienceimmediately preceding thirty-six (36) month period and, as requested by K▇▇▇▇ ▇▇▇▇▇▇such, President & Chief the Executive Officer shall experience a “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder on the Retirement Date. In consideration for the Executive’s consulting services and in consideration of both (i) the release of all claims described below in Paragraph 3 (including the reaffirmation thereof through the Retirement Date) and (ii) the Protective Agreement described in Paragraph 7, the Company agrees to compensate the Executive at an annual rate equal to Three Hundred Thirty-Five Thousand Dollars ($335,000) per year (the “Consulting ServicesFees”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting PeriodTerm, Employee will receive $1,000.00 per week payable by and to provide the Company within thirty (30Executive with the other benefits and payments described in Paragraphs 2(b) days following its receipt of an invoice for the Workthrough 2(e) hereof. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf first installment of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations Fees shall be paid to the Company under the Employee Invention AssignmentExecutive on January 1, Patent and Confidential Information Agreement entered into between Employee 2014 and the Company on 15 May 1996, a copy initial payment of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee such fees shall be entitled to an incentive payment in an amount equal to $15,000.00 167,500 (i.e., six months of Consulting Fees). Thereafter, the “Incentive Payment”) for each transaction. In addition, Employee Consulting Fees shall be entitled payable in substantially equal installments in accordance with the Company’s payroll policies for executive level positions from time to an incentive payment time in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within effect during the same, or different, definitive agreementremainder of the Consulting Term. The Incentive Payment(s) foregoing notwithstanding, the Consulting Term shall be made to Employee within five (5) days following earlier terminate upon the execution Executive’s death. Upon the expiration of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that Consulting Term as the result of the Executive’s death, the Company shall withhold appropriate federalhave no further payment obligations hereunder except for Consulting Fees which are earned through the date of the Executive’s death. The Company and the Executive acknowledge and agree that the payments made in this Paragraph 2(a) are “wages” for purposes of FICA, state, local (FUTA and foreignincome tax withholding and such taxes, if applicable) income and employment taxes not previously withheld, shall be withheld from the Incentive Payment(spayments made hereunder. One thousand dollars ($1,000.00) of such payments shall be specifically in consideration of the release of any claim under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and as described in Paragraph 3 hereof, and the Executive agrees that such consideration is in addition to anything of value to which he is already entitled.

Consulting Services. Employee agrees to provide (a) Commencing on the Retirement Date and for a period of 60 months thereafter (the "Transition Term") , the Company shall engage Executive as a consultant to the Company to perform such services as are requested by the Chairman or the President from time to time, including, among other things, assuring an orderly transition of Executive's responsibilities to other officers of the Company. (b) During the Transition Term, Executive shall receive, as his total fee for consulting services hereunder (the "Consulting Fee"), $200,000 per 12-month period for each of the first two such 12-month periods, and $100,000 per 12-month period for the each of third, fourth and fifth such 12-month periods. The Consulting Fee for each 12-month period shall be payable ratably in installments during such period, but not less frequently than monthly. Executive shall devote such of his time and business efforts to the performance of his consultancy under this Section as shall reasonably be required to perform the services requested hereunder, but in no event shall Executive be required to render more than 500 hours of service during each of the first two 12-month periods and 250 hours of service during each of the third, fourth and fifth such 12-month periods. The Company shall provide Executive reasonable notice of any request for Executive's services, defined belowspecifying the approximate dates of performance, duration and scope. Executive may resign as a consultant hereunder at any time upon 30 days' written notice and the completion of all projects previously assigned to Executive, whereupon no further Consulting Fees shall be payable hereunder. (c) During the Transition Term and thereafter, Executive shall be entitled to participate, on a basis comparable to other retirees of the Company (including the payment by Executive of any applicable retiree contributions and premiums), in such benefit and insurance plans as may be established or adopted by the Company from time to time for retirees of the Company, to the extent Executive is otherwise eligible to participate under the general provisions thereof and in accordance with Executive's elections thereunder, as such plans and elections may be changed from time to time. (d) Executive shall be reimbursed by the Company for all reasonable business expenses incurred by Executive in the course of his performance of consulting services hereunder, subject to approval by the President of the Company or his designee and upon presentation of appropriate documentation in accordance with the Company's expense reimbursement policy in effect from time to time. During the Transition Term, Executive shall also be reimbursed for the reasonable fees and expenses of an annual physical examination, subject to a maximum of $750 annually. (e) During the Transition Term, Executive shall be entitled to pursue other business opportunities to the extent that there is no conflict with the services requested by the Chairman or President of the Company or with the requirements of Sections 3 and 4 of this Agreement. All services to be performed under this Agreement during the Transition Term shall be performed by Executive as an independent contractor for acting in a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice consulting capacity and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services nothing contained herein shall be limited construed so as to a maximum of one (1) full day per week. As compensation for providing Consulting Services confer employment status on Executive during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)Transition Term.

Consulting Services. Employee agrees (a) Effective immediately following the Resignation Date, you shall provide consulting services to provide to Cronos Group and will serve in that role until December 31, 2021, unless (i) terminated earlier by either you or the Company upon two (2) weeks’ prior notice, or by (b) During the Consulting Period, you shall be available for consultation as requested by the Company and Cronos Group and will dedicate up to twenty (20) hours per week during regular business hours where you are located to providing such services. (c) During the Consulting Period, you shall be paid a consulting services, defined below, as an independent contractor fee equal to $31,250 per calendar month (pro-rated for a term of six (6any partial calendar months) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting ServicesFee”). Such Consulting Services You shall be limited issue invoices to a maximum Cronos Group within seven (7) days following the end of one (1) full day per week. As compensation for providing Consulting Services each calendar month during the Consulting Period, Employee will receive $1,000.00 per week . The Consulting Fees shall be payable by the Company within thirty (30) days following its after receipt of an invoice for the Workeach such invoice. The You shall not be eligible to participate in any Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company benefit programs during the Consulting Period. (d) In performing the consulting services pursuant to this Letter Agreement during the Consulting Period you will be acting and shall act at all times as an independent contractor only and not as an employee, provided agent, partner or joint venturer of or with the Company, Cronos Group or any of their affiliates. You shall be solely responsible for the payment of all federal, local and foreign taxes that such expenses are approved in advance and substantiated in accordance required by applicable laws or regulations to be paid with Company policies. Employee understands and agrees that his obligations respect to the Company under the Employee Invention Assignment, Patent Consulting Fee. 3. Short-Term and Confidential Information Agreement entered into between Employee Long-Term Incentives. Contingent on your execution no earlier than and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following after the execution Resignation Date of the definitive agreement(sRelease and Waiver of Claims attached hereto as Exhibit A (the “Release”), and subject to: (i) which triggered such Incentive Payment(s). Employee acknowledges Section 4 of this Letter Agreement, (ii) your compliance with the terms and agrees that conditions of this Letter Agreement, including without limitation providing the consulting services described in Section 2, and the post- employment obligations set forth in Article 7 of the Employment Agreement, including without limitation, as relates to non-competition, non-solicitation, confidentiality, intellectual property, and return of property, in consideration of amounts in excess of the minimum entitlements under applicable law: (a) the Company shall, in full satisfaction of its obligations to you, provide you with an annual bonus in respect of Cronos Group’s 2021 fiscal year in the amount of CAD $343,750, which is based on target performance and prorated based on the number of complete months of such fiscal year up to the Resignation Date, on the same date on which awards under Cronos Group’s Discretionary Short-Term Incentive Compensation Program in respect of the 2021 fiscal year are provided to other Cronos Group named executive officers; and (b) Cronos Group shall, in full satisfaction of its obligations to you, continue the vesting and exercisability of any outstanding and unvested equity awards held by you as of the Resignation Date in accordance with the terms and conditions of the applicable award agreements as though you continued to provide services to the Company or Cronos Group until the original vesting dates. Any options (including vested and unvested as of the Resignation Date) must be exercised by no later than the date on which each such option’s original exercise term expires, subject to the terms and conditions of the applicable option award plan. For the avoidance of doubt, except as set forth in this Section 3(b), your entitlements in respect of any equity-based awards shall withhold appropriate federal, state, local (be governed by the terms and foreign, if applicable) income conditions of the applicable equity award plans and employment taxes from the Incentive Payment(sapplicable award agreement(s).

Consulting Services. Employee agrees to provide to a. For the Company consulting services, defined below, as an independent contractor for a term of six (6) months following the Termination Date period (the “Consulting Period”) at any reasonable times requested by from the Company; provided that Termination Date through the Company shall not require earlier of September 18, 2015 or such other date determined in accordance with Section 2(e) below, you will provide the Employee to provide any such consulting services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer identified on Exhibit A (the “Consulting Services”)) to the Company as an independent contractor to the Company. Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services You acknowledge and agree that, during the Consulting Period, Employee you will receive $1,000.00 per week payable not, directly or indirectly, become employed by or provide assistance to any competitor of the Company. We acknowledge that the foregoing provision does not preclude you from working for Serviz, Inc. As an independent contractor, you understand and agree that, while performing any services for the Company within thirty (30) days following its receipt after the Termination Date, you will not be eligible to participate in or accrue benefits under any Company benefit plan for which status as an employee of the Company is a condition of such participation or accrual. To the extent that you were deemed eligible to participate, as an invoice for employee, in any Company benefit plan, you hereby waive your participation. During the Work. The Consulting Period and thereafter, you will not be an agent or employee of the Company and shall reimburse Employee for reasonable expenses, including travel expenses, incurred not be authorized to act on behalf of the Company during Company. b. As consideration for the ongoing provision of the Consulting PeriodServices and subject to your execution of a release of claims against the Company (in a form prescribed by the Company) within twenty-one (21) days following the Termination Date and non-revocation of such release during any applicable revocation period, provided that the Company shall compensate you as follows: (i) The Company shall pay you $10,000 per month (the “Consulting Fee”), such expenses are approved payment to be made monthly in advance arrears, once per month commencing on April 20, 2015 and substantiated monthly thereafter. (ii) Subject to Section 2(e) below, your stock options under those certain Stock Option Grant Notice and Stock Option Agreements, with grant dates of January 9, 2015, February 17, 2012 and June 25, 2012, and your restricted stock grants dated February 17, 2012 shall continue to vest in accordance with Company policies. Employee understands and agrees that his obligations to the Company under terms set forth in the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and applicable award agreements until the Company on 15 May 1996, a copy conclusion of which is attached to this Agreement, shall continue through the Consulting Period. The Any unvested options you hold as of the last day of the Consulting Period shall immediately terminate. You shall have until December 18, 2015 (the “Option Exercise Expiration Date”) to exercise your vested options. Any vested options that are not exercised prior to or on the Option Exercise Expiration Date shall thereupon automatically terminate. (iii) Upon the satisfactory conclusion of the Consulting Services, as reasonably determined by the Company’s Chief Executive Officer, the restricted stock awards granted to you on February 14, 2013 and November 7, 2013 (the “Restricted Shares”) will terminate on 31 December 2007 unless extended upon mutual agreementbecome immediately vested as of the last day of the Consulting Period. IfIn the event the Chief Executive Officer determines that the Consulting Services provided were unsatisfactory, at any time within the Restricted Shares will automatically forfeit as of the last day of the Consulting Period. c. During the Consulting Period, the Company enters into shall reimburse you for reasonable business expenses in accordance with the Company’s applicable reimbursement policies, as in effect from time to time. If, in a definitive agreement with a strategic partner pertaining given month, the Company requires you to travel outside of Los Angeles for more than two days, the development and/or commercialization Company shall also reimburse you for any loss of A▇▇-▇▇▇▇▇compensation incurred as the result of having to miss any days of employment at your new place of employment due to such travel requirements. d. During the Consulting Period, ▇▇▇▇▇▇▇™the Company acknowledges that the Consulting Services may be provided by you outside of the Company’s office, and/or RCTthough you will make yourself available to visit the offices at mutual agreeable times when necessary. e. Either party may terminate the provision of the Consulting Services at any time and for any reason. Notwithstanding the foregoing, Employee if the Company elects to terminate the Consulting Services other than for Cause (as defined below) prior to July 17, 2015, the Company shall be entitled pay Consulting Fees to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transactionyou through July 17, 2015. In addition, Employee if the Consulting Period and your Consulting Services are terminated prior to September 18, 2015 and provided that you have satisfactorily performed the Consulting Services, as reasonably determined by the Company’s Chief Executive Officer, then, all outstanding equity awards then held by you shall, immediately prior to such termination, vest with respect to that number of shares that would have otherwise vested had you continued to provide services through September 18, 2015 and the Restricted Shares shall be entitled to an incentive payment immediately vest in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreementfull. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution Regardless of the definitive agreement(s) which triggered such Incentive Payment(s)early termination of this Agreement, you shall have until the Option Exercise Expiration Date to exercise your vested options. Employee acknowledges and agrees that If the Company terminates the Consulting Services for Cause, your outstanding equity awards, including vested stock options, shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)immediately terminate.

Consulting Services. Employee agrees to provide to (a) During the Company consulting servicesSeverance Period, defined below, as an independent contractor and for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested period up to 2 years, or such earlier date as is determined by the Company; provided that , Executive will remain available to answer questions and provide such other transitional consulting services relating to Executive’s areas of expertise and work experience as are reasonably requested from time to time by the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee Executive acknowledges and agrees that Executive will not be entitled to compensation for providing such consulting services other than the payments and benefits expressly set forth herein. For the avoidance of doubt, the parties intend for Executive to incur a “separation from service” within the meaning of Section 409A (as defined below), as of the Separation Date and, accordingly, the level of services Executive provides following the Separation Date will in all events be less than 20% of the average level of bona fide services performed by Executive for the Company shall withhold appropriate federaland its subsidiaries as an employee prior to the Separation Date. (b) The Parties agree that, state, local subject to Executive’s continued compliance with the Restrictive Covenants and Executive’s execution and delivery to the Company of the Bring-Down Release within 21 days following the Separation Date (and foreignthe Bring-Down Release becoming effective and irrevocable), Executive’s performance of Consulting Services hereunder will constitute Executive’s Continuous Service under and within the meaning of the Company’s Omnibus Incentive Plan and Executive’s option award agreements thereunder such that the outstanding Company stock options held by Executive as of the Separation Date will (i) to the extent unvested as of the Separation Date, continue to vest in accordance with their existing terms during the period of time following the Separation Date that Executive provides such Consulting Services and (ii) remain exercisable in accordance with their terms while Executive continues performing the Consulting Services and for 90 days thereafter (or, with respect to any such options granted to Executive prior to June 14, 2016 such later date as is provided under Section 2(b)(iii)), provided that if applicablethe Company terminates the Consulting Services prior to expiration of the Severance Period other than due to Executive’s material breach of this Agreement, clauses (i) income and employment taxes from (ii) of this Section 3(b) shall apply to Executive’s options as if Executive continued to perform Consulting Services throughout the Incentive Payment(s)remainder of the Severance Period. Notwithstanding anything in this Section 3(b) to the contrary, no option will remain outstanding past the original expiration date of such option and each option will in all events remain subject to earlier termination in connection with a corporate transaction or event in accordance with the terms of such stock option. (c) The Company will pay Executive consulting fees of $12,500 per calendar quarter of Consulting Services performed, prorated for any partial quarter and paid in arrears within 15 days following the end of the applicable calendar quarter, with first payment due in the quarter following the Separation Date.

Consulting Services. Employee agrees to provide to the Company consulting services, defined below, as an independent contractor for a term of six (6a) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇▇▇ agrees that, during the period commencing on September 1, 2003 and ending on February 28, 2005 (such period being hereafter referred to as the "Consulting Period"), he will make himself available to perform consulting services on behalf of the Company at such time or times as the Company may reasonably request, on the terms and subject to the conditions set forth in this Agreement. (b) The Company shall not be responsible for providing an office or support personnel for ▇▇▇▇▇▇; ▇▇▇▇▇▇ `s consulting activities shall for clients other than the Company not be conducted at the Company's offices in Woodcliff Lake, President & Chief Executive Officer New Jersey or any other Company location; and ▇▇▇▇▇▇ shall have discretion to determine the location at which he shall perform any services under this Agreement; provided that ▇▇▇▇▇▇ obtains the Company's consent to any use of Company facilities. (c) In no event shall ▇▇▇▇▇▇ be required to render more than 480 hours of consulting services in the “Consulting Services”). Such Consulting Services shall be limited to a maximum first year of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable or more than 240 hours during the balance of the Consulting Period thereafter. If requested by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations consented to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of Aby ▇▇-▇▇▇▇▇, ▇▇▇▇▇▇ will perform consulting services for more than 480 hours or 240 hours, as the case may be, for an hourly charge of $250 per hour. ▇▇™, and/or RCT, Employee ▇▇▇▇ shall be entitled to an incentive payment reimbursed for all reasonable and necessary expenses incurred by him in an amount equal to $15,000.00 (the “Incentive Payment”) performing his services hereunder including, without limitation, travel, meals, lodging, communication and copying costs upon submission of appropriate documentation therefor. Such additional charges for each transaction. In additionconsulting services and expense reimbursement, Employee shall be entitled due and payable by the Company within thirty (30) days after receipt of an invoice therefor. (d) The services and assignments which ▇▇▇▇▇▇ may be called on to an incentive payment in an amount equal perform under this Agreement shall relate to $5,000.00 for each additional cytokine inhibitor that is included within the samebusiness and affairs of the Company, or different, definitive agreement. The Incentive Payment(s) its subsidiaries and affiliates and shall be made to Employee within five (5) days following performed in a manner and by means determined by ▇▇▇▇▇▇ in the execution reasonable exercise of the definitive agreement(s) which triggered such Incentive Payment(s)his independent judgment. Employee acknowledges Such services shall not include legal advice and agrees that the Company shall withhold appropriate look to its own counsel for legal advice. Failure of the Company to call upon ▇▇▇▇▇▇ to render any services or his inability to render any services for reasons of health, incapacity or death shall not relieve the Company from making any payments provided for in this Agreement. (e) At all times during the Consulting Period ▇▇▇▇▇▇'▇ status will be that of an independent contractor and not an employee of the Company. Consequently, ▇▇▇▇▇▇ will not be eligible to participate in any of the Company's employee benefit plans, and the Company will not deduct any taxes from the consulting fees payable under this Agreement unless required by law. ▇▇▇▇▇▇ shall have no authority, nor shall ▇▇▇▇▇▇ represent himself as having any authority, to bind the Company with respect to any matter unless expressly authorized in writing by an officer of the Company to do so. ▇▇▇▇▇▇ specifically agrees to conduct himself strictly as an independent contractor under this Agreement with respect to the Company, and to comply with all applicable laws, rules and regulations, including without limitation those governing workmen's compensation and unemployment insurance and payment of federal and state income taxes, self-employment taxes, estimated taxes, and all other federal, state, local and foreign taxes of any nature imposed with respect to any services under this Agreement or payments for such services, but excluding taxes imposed upon the purchaser of services, which taxes shall be paid by the Company if it is the purchaser. (f) It is understood and foreignagreed that ▇▇▇▇▇▇ intends to, if applicableamong other things, engage in the business of consulting during the Consulting Period, that his consulting clients may include other pharmaceutical companies, and that he shall be permitted, during the Consulting Period, to engage in such consulting business, provided that it does not interfere with the performance of his duties under this Agreement or violate any of his obligations, representations or warranties under this Agreement (including but not limited to Sections 5 and 6 below) income or any other legal obligation ▇▇▇▇▇▇ may have to the Company. (g) ▇▇▇▇▇▇ hereby represents and employment taxes from warrants that neither his entering into this Agreement nor his performance thereof will (i) violate any other agreement, oral or written, to which ▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇ is bound, or (ii) conflict with any relationship ▇▇▇▇▇▇ has with, or duties ▇▇▇▇▇▇ performs for, other parties. Without limiting the Incentive Payment(s)generality of the foregoing, ▇▇▇▇▇▇ agrees that at no time shall he utilize any trade secrets or other intellectual property of any third party while performing services hereunder.

Consulting Services. Employee agrees Upon the approval of this Agreement by the shareholders of LTC (the "Approval Date") the following provisions shall become effective from the Approval Date until the Effective Time of the Merger or the termination of this Agreement pursuant to Section 9.1 (the "Bridge Period"): (a) PLL shall retain LTC as a consultant during the Bridge Period and LTC shall provide management and technical services to PLL. Management services shall include, without limitation: general management services including executive functions, supervisory support, capital raising support, corporate strategy development, strategic alliance development and negotiations, financial planning services; strategic planning services; sales, marketing and business development services. Technical services shall include, without limitation, research and development services, engineering, and other technical assistance and advice related to the Company consulting services, defined below, as an independent contractor for a term development and manufacturing of six (6) months following the Termination Date lithium polymer rechargeable cells (the “Consulting Period”"Services"). PLL shall request such Services in writing and specify: (i) at any reasonable times requested Nature of work to be performed; (ii) Date on which assignment is to begin; (iii) Length of assignment; and (iv) Individual who will coordinate for PLL. (b) Each work assignment shall be governed by the Company; provided that terms and conditions of this Agreement, the Company terms and conditions of the work assignment, and by such supplementary written amendments of this Agreement or the work assignment as may be from time to time executed between the parties. (c) In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any work assignment, the terms and conditions of the work assignment shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer govern. (the “Consulting Services”). Such Consulting d) The Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during performed both at the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee LTC facilities and the Company on 15 May 1996, a copy facilities of which is attached PLL as designated by PLL. (e) LTC's staff are not nor shall they be deemed to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, be at any time within during the Consulting Periodterm of this Agreement to be employees of PLL. 52 (f) PLL shall have the right to interview any prospective new hire of LTC and may in its sole discretion reject any such person upon written notice to LTC (g) PLL shall be responsible for the technical direction of the Services performed by LTC's staff. LTC shall be responsible for supervision and general control of its staff and shall provide only personnel who are and remain acceptable to PLL to carry out this responsibility. (h) LTC shall instruct its employees to use the same care and discretion with respect to PLL's confidential information that they use with respect to LTC's confidential information. (i) The work product and New Technology resulting from LTC's services to PLL hereunder is hereby deemed assigned and shall belong exclusively to PLL. PLL shall have the exclusive right to obtain copyrights, registrations and such other proprietary protections on the Company enters into a definitive agreement New Technology as it wishes. LTC will provide PLL with a strategic partner pertaining all assistance reasonably required to protect said rights, at PLL's expense. "New Technology" means all inventions, patents, know-how, trade secrets, information, data, manufacturing processes, designs, ideas, and the like and any new or improved process, method or design change to LTC technology existing prior to the development and/or commercialization date of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (this Agreement and developed by LTC or PLL on or after the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution date of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)this Agreement.

Consulting Services. Employee agrees to provide to If the Company consulting servicesEmployment Period shall terminate on December 31, defined below2004 or, as an independent contractor for a term if earlier, on account of six (6) months following disability, then during the Termination Date five-year period (the “"Consulting Period”Term") at any reasonable times requested by beginning on the Company; provided that date of termination of the Company Employment Term, the Executive shall not require the Employee render to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & -Craft such consultation and advice as the Board of Directors or the Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇-Craft may request, subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For her consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $100,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to ▇▇▇▇▇-Craft senior executives and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by ▇▇™▇▇▇-Craft during the Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), and/or RCTshe shall nevertheless be entitled to continue to receive her full consulting fee, Employee and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, her estate shll be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of her death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing her consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for ▇▇▇▇▇-Craft and shall be entitled to an incentive payment in an amount equal receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to $15,000.00 occur of (a) the “Incentive Payment”first anniversary of such termination or (b) for each transactionthe end of the Consulting Term. In additionthe event that the Executive voluntarily terminates the Consulting Term, Employee she shall, following such termination, forfeit her right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which ▇▇▇▇▇-Craft shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)event.

Consulting Services. Employee agrees to provide a. Effective as of the Departure Date and through the date that is the twelve (12) month anniversary of the Departure Date, or such earlier date as outlined in Section 4(d) below (the “Consulting Term”), the Executive shall serve as an Executive Advisor to the Company consulting servicesas reasonably requested by the Company in its sole discretion. As Executive Advisor, defined belowExecutive shall collaborate with the Company’s new CEO and will be reasonably available to provide advice and support solely related to the transition of his role to the new CEO, and in continuing to serve as a representative and spokesperson for the Company as set forth on Exhibit B hereto, and as may reasonably be requested from time to time by the Company’s Chief Executive Officer (“CEO”) or Board of Directors, consistent with Executive’s role as Executive Advisor, which may include written communication by email, telephonic communication and video conferencing with key constituents upon reasonable notice. No travel will be required except by agreement of the parties and any such travel shall be in accordance with COVID-19 guidelines from the Centers for Disease Control and appropriate state authorities. As Executive Advisor, Executive shall report directly to the Board of Directors, and agrees to undertake and faithfully perform the duties and responsibilities of such position as described herein. As Executive Advisor, the Executive shall be an independent contractor of the Company. b. As compensation for the consulting services rendered hereunder, and subject to Executive’s continued compliance with Sections 6 and 7 below, Company shall pay the Executive a term fee of equal to $1,200,000.00 (the “Consulting Fee”), 50% of which shall be payable in substantially equal installments biweekly in accordance with the Company’s normal payment policies, commencing on the Departure Date and continuing for six (6) consecutive months and 50% of which shall be payable in a lump sum on the first regularly scheduled payroll period in the seventh (7th) month following the Termination Date (the “Consulting Period”) at any reasonable times requested by the CompanyDeparture Date; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services first installment shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during paid on the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days first regularly scheduled payroll date following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges date this Agreement becomes effective and agrees that the Company shall withhold appropriate federal, state, local irrevocable (and foreign, if applicable) income and employment taxes from the Incentive Payment(swithout revocation).

Consulting Services. Employee agrees to provide to If the Company consulting servicesEmployment Period shall terminate on December 31, defined below2004 or, as an independent contractor for a term if earlier, on account of six (6) months following disability, then during the Termination Date five-year period (the “"Consulting Period”Term") at any reasonable times requested by beginning on the Company; provided that date of termination of the Company Employment Term, the Executive shall not require the Employee render to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & -Craft such consultation and advice as the Board of Directors or the Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇-Craft may request, subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $100,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to ▇▇▇▇▇-Craft senior executives and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by ▇▇™▇▇▇-Craft during the Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), and/or RCThe shall nevertheless be entitled to continue to receive his full consulting fee, Employee and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for ▇▇▇▇▇-Craft and shall be entitled to an incentive payment in an amount equal receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to $15,000.00 occur of (a) the “Incentive Payment”first anniversary of such termination or (b) for each transactionthe end of the Consulting Term. In additionthe event that the Executive voluntarily terminates the Consulting Term, Employee he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which ▇▇▇▇▇-Craft shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)event.

Consulting Services. Employee agrees to provide to For the Company consulting services, defined below, as an independent contractor for a term of six (6) period commencing on the Separation Date and ending on the date that is 12 months following the Termination Separation Date (the “Consulting PeriodTerm”) at any reasonable times ), Executive agrees to be available to provide such consulting services as may be reasonably requested from time to time by the Chairman of the Company; provided that ’s board of directors (or successor thereof) in order to ensure the Company’s access to Executive’s institutional knowledge of the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer its business (the “Consulting Services”). Such ; provided that the maximum number of hours per month of Consulting Services shall not exceed 20 without Executive’s consent and shall not interfere with Executive’s ability to accept employment with, or perform the duties owed to, any future employer. During the Consulting Term, the relationship of Executive to the Company will be limited that of an independent contractor, and Executive shall have no authority to a maximum of one (1) full day per week. As compensation for providing bind or represent the Company and the Company shall have no right to direct or control the manner in which Executive performs the Consulting Services hereunder. Nothing in this Agreement shall be construed to create, during the Consulting PeriodTerm, Employee will receive $1,000.00 per week payable any association, partnership, joint venture, employment, or agency relationship between Executive and the Company for any purpose. During the Consulting Term, Executive shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company within thirty to its employees (30) days following its receipt of an invoice for other than in connection with the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf provision of the Company during COBRA benefits described herein). Within 30 days of the commencement of the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting PeriodTerm, the Company enters into a definitive agreement shall provide Executive with a strategic partner pertaining cash payment of $80,000 as compensation for Executive’s Consulting Services (the “Consulting Cash Payment”). During the Consulting Term, Executive shall not be entitled to any cash compensation from the Company other than the Consulting Cash Payment, for such Consulting Services, and in addition to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee Consulting Cash Payment Executive shall be entitled to an incentive payment in an amount equal continued vesting of Executive’s time-based Company Equity Awards as if Executive remained employed by the Company. The Consulting Term may be extended on terms mutually agreeable to $15,000.00 the Company and Executive. Unless the Company has grounds to terminate the Consulting Services for Cause (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution meaning of the definitive agreement(s) which triggered such Incentive Payment(sPolicy). Employee acknowledges and agrees that , the Company may not terminate the Consulting Services prior to the 12 month anniversary of the Separation Date. As Executive will continue to be a service provider during the the Consulting Term, the post-termination exercise period on any outstanding options shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from commence after the Incentive Payment(s)end of the Consulting Term.

Consulting Services. Employee (a) The Company hereby retains Executive as a consultant, and Executive hereby agrees to provide to be retained by the Company consulting services, defined below, as an independent contractor a consultant on such matters as the Board of Directors shall reasonably determine for a term of six (6) months following the period commencing on the Employment Termination Date and ending on December 31, 2005 (such period referred to herein as the “Consulting PeriodTerm”) at ). The Company acknowledges that it is not retaining Executive’s exclusive services under this Section 5, and that Executive shall be free to engage in such other employment and business activities as Executive in his sole discretion may determine. Executive shall be under no obligation to account for any reasonable times requested amounts he may otherwise earn or receive during or after the Consulting Term, whether by the Company; provided that other employment or otherwise, and the Company shall not require have no right or claim to any compensation or profit that may inure to Executive during such period or otherwise. (b) Executive’s consulting services hereunder shall be rendered at such times and places as shall be mutually convenient for the Employee Company and Executive, after giving effect to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employeeemployment Executive chooses to engage in and taking into account Executive’s backgroundavailability. In any case, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall not be limited required to a maximum of one (1) full day per week. As compensation for providing Consulting Services spend more than 40 hours in any month during the Consulting PeriodTerm in the performance of his duties under this Section 5. (c) For his consulting services under this Section 5, Employee will receive $1,000.00 per week payable Executive shall be paid by the Company within thirty (30) days following its receipt at the annual rate of an invoice for $350,000 during the Workperiod of the Consulting Term ending on December 31, 2003, $325,000 during the year of the Consulting Term ending December 31, 2004 and $300,000 during the year of the Consulting Term ending December 31, 2005, each such amount to be payable in as nearly equal monthly installments as is feasible during the year in question [and each such payment to be subject to applicable federal and state withholding]. The Company shall also reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated Executive in accordance with Company policies. Employee understands the Company’s policies and agrees that his obligations procedures for all proper expenses incurred by the Executive in providing consulting services hereunder. (d) In the event of a “Change of Control” of the Company, as defined in Section 7.7(e) of the Employment Agreement, all amounts remaining unpaid under this Section 5 for the then current and any future periods under this Agreement shall become immediately due and payable without any diminution or discount. (e) The amounts payable above shall be due and payable without regard to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of extent to which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federalrequest Executive’s consulting services hereunder and without regard to the number of hours actually devoted by Executive to such consulting services. Furthermore, statethe above payments and reimbursements shall continue to be made notwithstanding any charge or allegation that Executive has not or may not have fulfilled his obligations under this Agreement until and unless the Arbitrator under Section 8 hereof shall have determined that Executive has given the Company “Cause” to terminate Executive’s consulting services under this Agreement. “Cause” shall be the same as defined as defined in Section 7.3 of the Employment Agreement (substituting references to this Agreement for references therein to the Employment Agreement), local and no “Cause” shall be determined unless and until the Company has followed the procedures set forth in the second paragraph of Section 7.3 of the Employment Agreement (and foreign, if applicable) income and employment taxes from again substituting references to this Agreement for references therein to the Incentive Payment(sEmployment Agreement).

Consulting Services. Employee agrees to provide to the Company consulting services, defined below, (a) Effective as an independent contractor for a term of six (6) months following the Termination Date and continuing through December 31, 2014 (the “Initial Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include), but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & ▇ shall serve as a consultant to the Corporation providing such transitional services as are reasonably requested by the Chief Executive Officer of the Corporation (the “CEO”) or his designee from time to time (the “Consulting Services”). Such Consulting Services shall be limited to a maximum of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Initial Consulting Period will terminate on 31 December 2007 unless may be extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇▇ and the CEO for up to two additional 30 day periods following the end of the Initial Consulting Period (the period during which ▇▇▇▇▇▇ provides the Consulting Services, the “Consulting Period”). (b) ▇▇▇▇▇▇ shall receive an hourly cash consulting fee in respect of his provision of the Consulting Services at a rate to be agreed-upon by ▇▇▇▇▇▇ and the CEO from time to time (the “Consulting Fee”). The Consulting Fee shall be paid to ▇▇▇▇▇▇ in such intervals as is determined by the Corporation, but in no event shall it be paid less frequently than monthly. (c) Either ▇▇▇▇▇▇ or the CEO may terminate the Consulting Period at any time prior to the scheduled end of the Consulting Period upon five (5) days of advance written notice to the other and in the event of such termination the only payment due to ▇▇▇▇▇▇ hereunder in respect of the Consulting Services shall be any unpaid portion of the Consulting Fee, which shall be paid promptly following the date of such termination. (d) ▇▇▇▇▇▇’▇ relationship to the Corporation during the Consulting Period shall only be that of an independent contractor and he shall perform the Consulting Services as an independent contractor. During the Consulting Period, ▇▇▇▇▇▇ shall not (i) have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Corporation or any of its subsidiaries, or to bind such entities in any manner, except as may be authorized in writing by the CEO, and shall not make any contrary representation to any third party, (ii) direct the work of any employee of the Corporation or make any management decisions on behalf of the Corporation or (iii) be entitled to, and shall make no claim to, rights or benefits afforded to the employees of the Corporation or any of its subsidiaries. ▇▇™, and/or RCT, Employee ▇▇▇▇ shall be entitled solely responsible for the payment of all taxes relating to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall Consulting Fee and no withholding will be made to Employee within five (5) days following by the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)Corporation in respect thereof.

Consulting Services. Employee agrees to provide to During the Company consulting services, defined below, as an independent contractor for a term of six (6) months following the Termination Date month period beginning on July 16, 2009 and ending on January 15, 2010 (the “Consulting Period”), the Executive shall serve as a consultant to the Company. During the Consulting Period, the Executive shall provide consulting services on financial, accounting and general business matters relating to the Company or any of its subsidiaries or affiliates at one of the Company’s offices or at his residence (at the discretion of the Company) at any reasonable times during normal business hours as may be requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (of the “Consulting Services”)Company. Such Consulting Services shall be limited to The Company acknowledges that, if the Executive is employed or obligated under a maximum of one (1) full day per week. As compensation for providing Consulting Services third-party arrangement during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the WorkExecutive’s services under this Section 8 may be limited to times outside normal business hours. The Company shall pay the Executive a fee of $1,500 per day for each day that he provides consulting services during the Consulting Period (with a minimum of four (4) days of consulting services per month) and shall reimburse Employee the Executive for reasonable expenses, including all out-of-pocket travel expenses, and other expenses incurred on behalf in connection with such services in accordance with the Company’s business travel expense reimbursement policy. The Chief Executive Officer of the Company shall approve in advance all such travel and other expenses. The Company and the Executive shall mutually agree, in advance of the Executive providing any consulting services hereunder, to the number of days and timing that each request for such services shall require. The Executive shall make himself available to provide consulting services hereunder upon short notice by the Company. In the event that the Executive does not provide at least four (4) days of consulting services during a particular month, and such failure is due to the Executive being unavailable to provide such services when needed by the Company, then the Company shall only pay the Executive for the actual number of days on which the Executive provided consulting services during that month. All consulting services provided by the Executive under this Agreement shall be performed by him as an independent contractor, and not as a director, officer, employee, agent or representative of the Company or any of its subsidiaries or affiliates. In addition, the Executive understands and agrees that, during the six (6) month Consulting Period, provided that such expenses are approved he shall not participate in advance and substantiated in accordance with any employee benefit, retirement, incentive compensation, profit sharing or any other plans or programs of the Company policiesor any of its subsidiaries or affiliates. Employee The Executive further understands and agrees that his obligations (a) he shall be solely responsible for any and all taxes due and owing on the Severance Payments and all consulting fees paid to the Company him under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. Ifincluding, at any time within the Consulting Periodbut not limited to, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇income, FICA and self-▇▇▇▇▇employment taxes, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”b) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall issue a Form 1099 to the Executive, and shall not withhold appropriate federalany taxes for, statethe Severance Payments and all consulting fees paid to him under this Agreement, local and (and foreignc) following the Effective Time, if applicablehe shall not have, nor will he hold himself out as having, any right, power or authority to bind (or to create any contract, commitment or obligation for, in the name of or on behalf of) income and employment taxes from the Incentive Payment(s)Company or any of its subsidiaries or affiliates.

Consulting Services. Employee agrees to provide to From the Company consulting servicesEffective Date until July 1, defined below, as an independent contractor for a term of six (6) months following the Termination Date 2012 (the “Consulting Period”) at any reasonable times requested by ), the Company; provided that Executive shall make himself available, on a reasonably timely basis given the Company shall not require nature of the Employee matter, to provide any such services to an extent that would unreasonably interfere with advice, assistance, or information (the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience“Consulting Services”), as requested by Kthe Company in writing, by the Company’s Chief Executive Officer, R▇▇▇▇▇▇ ▇▇▇▇▇, or the Company’s General Counsel, K▇▇▇▇▇▇▇▇ ▇▇▇▇, President & Chief subject to the provisions of this Paragraph. (a) Consulting Services include, without limitation, providing strategic advice to the Company, providing information the Executive Officer has learned while employed by the Company, and assisting the Company in connection with any matters, including legal proceedings involving the Company or any of its current or former officers, directors, employees, or agents, concerning matters or areas in which the Executive had knowledge or information while employed by the Company. (b) The Executive shall be paid a retainer fee for his Consulting Services in the “amount of fifty thousand dollars ($50,000), for which the Company will issue the Executive a Form 1099-MISC. This $50,000 lump sum payment shall be paid to the Executive within ten (10) business days of the Effective Date. The Executive must submit a written certification of the amount of time expended for Consulting Services performed in any given month within ten (10) business days after the end of that month. Notwithstanding the foregoing, the Executive shall not be required to provide more than twenty (20) hours of Consulting Services in any month during the Consulting Period unless the Executive and the Company mutually agree in advance, in a writing signed by both parties, that the Executive shall provide Consulting Services in excess of twenty (20) hours in that specific month. For clarification purposes, (i) nothing contained herein shall obligate the Company to request any amount of Consulting Services from the Executive, (ii) the fifty thousand dollars ($50,000) shall be paid to the Executive irrespective of whether the Company requests Consulting Services from the Executive, and (iii) no additional remuneration beyond the fifty thousand dollars ($50,000) shall be paid to the Executive for the Consulting Services”). Such , with the exception of reimbursement for reasonable expenses incurred by the Executive in connection with the provision of Consulting Services to the Company. (c) The Executive shall be limited to a maximum remain without interruption throughout the term of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by an independent contractor, and the Company within thirty (30) days following its receipt of Executive’s services as an invoice for employee shall be presumed terminated throughout the WorkConsulting Period. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf Executive agrees that he is not and will not become an employee of the Company during the Consulting Period, provided and that such expenses he is not entitled to the rights and privileges of employment that are approved in advance and substantiated in accordance with Company policiesextended to the Company’s employees. Employee The Executive understands and agrees that his he will be provided a Form 1099-MISC for the remuneration paid to him for the Consulting Services. The Executive understands and agrees that he shall be solely responsible for the payment of any and all individual income tax obligations which may be due and owing as a result of receiving the consideration provided for in this Paragraph (“Executive Tax Responsibilities”). The Executive agrees to indemnify and hold the Company harmless for any and all claims, costs, damages, fees, penalties, interest, or any other losses imposed upon the Company by the Internal Revenue Service or other government taxing authority for failure of the Executive to fulfill the Executive Tax Responsibilities, as defined herein. (d) The attorney-client privilege, the work-product doctrine, and all other applicable privileges shall apply to the Consulting Services provided by the Executive to the Company. In addition, the Executive agrees not to disclose any information to any third party at any time that is protected by the attorney-client privilege, the work-product doctrine, or any other applicable privilege, irrespective of whether such information became known to the Executive before or after the Effective Date, unless expressly and specifically authorized to do so in a writing signed by Chief Executive Officer of the Company or SVP and General Counsel of the Company. (e) The Executive covenants and agrees not to disclose, directly or indirectly, at any time, whether voluntarily or involuntarily, to anyone not an employee of the Company, and not to use at any time, except in the course of providing Consulting Services to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and pursuant to this Paragraph or cooperation to the Company on 15 May 1996pursuant to Paragraph 13, any secret or confidential information of the Company or any parties dealing with the Company, unless the Executive shall first secure the consent of the Company’s Chief Executive Officer in writing or unless the Executive shall involuntarily be required to do so by a copy court having competent jurisdiction. The Executive further covenants and agrees that every document, computer disk, computer software program, notation, record, diary, memorandum, development, investigation, or the like, and any method or manner of which doing business of the Company (or containing any other secret or confidential information of the Company) made or acquired by the Executive at any time, is attached and shall be the sole and exclusive property of Company. The Executive shall deliver the same (and every copy, disk, abstract, summary, or reproduction of same made by or for the Executive or acquired by the Executive) whenever the Company may so require and in any event prior to this Agreement, shall continue through or at the termination of the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within It is understood and agreed by the Consulting Period, Executive that all information of the Company enters into a definitive agreement with a strategic partner pertaining developed or used by its officers, consultants, or employees or acquired by the Company from anyone not an officer, consultant, or employee shall be considered to be secret and confidential to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled extent and for so long as such information is not available to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)general public.

Consulting Services. Employee agrees to provide to (a) During the Company consulting services, defined below, as an independent contractor for a term period from the Date of six Termination through the date nine (69) months following the Termination Date of Termination, or such earlier date as may be provided pursuant to Section 2(c) below (the “Consulting PeriodTerm”) ), in consideration for the compensation provided for below, the Executive shall make himself available to the Company, at any reasonable mutually convenient times and places, for such consulting services as may be requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer or Chief Financial Officer of the Company. The Executive expressly agrees to render up to ten (the “Consulting Services”). Such Consulting Services shall be limited to a maximum 10) hours of one (1) full day such services per week. As compensation for providing Consulting Services calendar month during the Consulting PeriodTerm, Employee will receive $1,000.00 per week payable if so requested by such persons. The Executive shall be entitled to reimbursement for all reasonable expenses incurred by him in the performance of services hereunder, in accordance with the expense reimbursement policies of the Company within thirty or its affiliates. (30b) days following its receipt of an invoice In consideration for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of services to be provided to the Company during the Consulting PeriodTerm: (i) all stock options, restricted stock and other long-term equity compensation awards previously granted by the Company to the Executive under the Company’s 2008 Omnibus Incentive Plan or any other equity compensation plan of the Company which are unvested as of the Date of Termination (collectively, the “Applicable Equity”) shall fully vest and, in the case of stock options, become exercisable as of the Revocation Deadline, and the Executive shall have one year following the termination of the Consulting Term to exercise any such stock options (provided that such expenses are approved options shall in advance and substantiated in accordance with no event be exercisable beyond their original scheduled term); and (ii) the Company policiesshall pay to the Executive a lump sum cash payment equal to twenty thousand dollars ($20,000.00), payable within 30 days after the Date of Termination. (c) Either the Company or the Executive may terminate this Agreement prior to the expiration of the Consulting Term at any time for any reason. Employee understands and agrees If this Agreement is terminated by either the Company or the Executive prior to the expiration of the Consulting Term, the Executive shall not be required to render any further services; provided, however, that his obligations if this Agreement is terminated prior to the expiration of the Consulting Term (i) by the Company for “Cause” (as defined below) or (ii) the Executive, any Applicable Equity not theretofore exercised or settled shall be immediately forfeited back to the Company under the Employee Invention Assignmentwithout consideration, Patent and Confidential Information Agreement entered into between Employee and the proceeds of any sale of Applicable Equity (or the Company on 15 May 1996, a copy common stock related thereto) prior to such termination shall be turned over to the Company by the Executive. For purposes of which is attached to this Section 2(c) of this Agreement, “Cause” shall continue through mean: (i) the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. Iffailure of the Executive to perform substantially the Executive’s duties under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), at any time within (ii) the Consulting Period, willful engagement by the Company enters into a definitive agreement with a strategic partner pertaining Executive in illegal conduct or gross misconduct which is materially injurious to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the sameCompany, or different, definitive agreement. The Incentive Payment(s(iii) shall be made to Employee within five (5) days following any violation by the execution Executive of the definitive agreement(sterms of Section 8 (Restrictive Covenants) which triggered such Incentive Payment(s). Employee acknowledges and agrees that of the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)Prior Agreement.

Consulting Services. Employee agrees a. Upon the effective date of his termination as set forth in paragraph 1 above, Sue's status will be changed to that of Consultant. The term of the consultancy will continue until and including two (2) years from the date this agreement is entered into ("Term"). During the Term, ▇▇▇ will provide nonexclusive consulting services as reasonably requested by the Board or its designee, at the Company's option. Consulting services shall be provided at reasonable and mutually convenient times and locations or through written communications. b. ▇▇▇ will provide such assistance and consultation as may be reasonably requested by the Board or its designee on matters including, but not limited to, strategic relations; business plans and currently pending transactions; and currently pending or future litigation or threatened litigation. c. Sue's fee for his agreement to render the above services will be One Hundred Forty-Eight Thousand Five Hundred Dollars ($148,500.00) per annum to be paid on monthly installments, one month in advance. The initial payment shall be paid no later than ten (10) days following the effective date of this Agreement. However, in the event Sue's is receiving salary continuation payments under the Employment Agreement to which this Agreement is Exhibit A, ▇▇▇ will not be entitled to any fees under this Consulting Agreement during the period for which salary continuation is being received by ▇▇▇. In addition, the Company will pay or reimburse ▇▇▇ for reasonable expenses incurred by ▇▇▇ in rendering his consulting services, defined belowincluding reasonable travel and lodging expenses, in fulfillment of his consulting services. The Company will continue to provide ▇▇▇ with an active e-mail address, and with services of an assistant for the performance of his consulting services, all at the Company's expense. For income tax purposes, ▇▇▇ will be treated as an independent contractor for effective with the first payment hereunder. d. If there is a material breach of a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested this Agreement by the Company; provided that the , which is not cured by Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇within 60 days of written notice from ▇▇▇ of the breach, then all payments payable under this Agreement are immediately due and payable and ▇▇▇ will have no obligations under this Agreement. If ▇▇▇ dies or becomes Permanently Disabled before expiration of Term, all payments payable under this Agreement are immediately due and payable to ▇▇, President & Chief Executive Officer ▇ (or his legal representative as the “Consulting Services”)case may be) and ▇▇▇ (nor any related persons or entities) will not have any obligations under this Agreement. Such Consulting Services shall be limited to a maximum For purposes of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, Permanent Disability shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at be defined as any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of Aphysical or mental illness or incapacity which renders ▇▇-▇▇▇▇▇▇ incapable of fully performing the consulting services provided for herein for a period aggregating 120 days in any twelve month period ending before expiration of Term. Upon request, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall Company will be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee shall be entitled to an incentive payment in an amount equal to $5,000.00 for each additional cytokine inhibitor that is included within the same, or different, definitive agreement. The Incentive Payment(s) shall be made to Employee within five (5) days following the execution provided with medical verification of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)Permanent Disability.

Consulting Services. Employee agrees As partial consideration for the compensation payable to provide to the Company consulting services, defined below, as an independent contractor for a term of six (6) months following the Termination Date (the “Consulting Period”) at any reasonable times requested by the Company; provided that the Company shall not require the Employee to provide any such services to an extent that would unreasonably interfere with the Employee’s search for employment or with any subsequent employment. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services shall be limited ▇ pursuant to a maximum Section 3 of one (1) full day per week. As compensation for providing Consulting Services during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇ agrees to provide consulting services to the Company, Rapid Cast, Inc., NTC and GenSource on an "as-needed" basis as reasonably requested and with reasonable notice by the Company, as follows: (1) during the period from October 1, 1998 until September 30, 1999 ("First Period"), ▇™▇▇▇▇▇▇ will provide consulting services to the Company for a period of up to 40 hours per month during reasonable business hours on a noncumulative basis, and/or RCTand (2) during the Second Period, Employee ▇▇▇▇▇▇▇ will provide consulting services to the Company for a period of up to 10 hours per month during reasonable hours on a noncumulative basis, whether or not ▇▇▇▇▇▇▇ is entitled to receive any settlement payments pursuant to Section 3 of this Agreement. ▇▇▇▇▇▇▇ shall be entitled to receive the payments provided for in Section 3 of this Agreement (subject to the limitations in Section 3 of this Agreement) irrespective of the number of consulting hours actually performed by ▇▇▇▇▇▇▇ during the First Period or the Second Period, unless ▇▇▇▇▇▇▇ is in material default with respect to his obligation to provide consulting services under Section 6 of this Agreement. If the consulting hours exceed 40 hours or 10 hours per month, as the case may be, during the above-referenced respective periods, then the Company will compensate ▇▇▇▇▇▇▇ as an incentive payment in an amount equal to independent consultant at the rate of $15,000.00 (150 per hour. To the “Incentive Payment”) for each transaction. In additionextent that the Company requests less than 40 hours per month of consulting services from ▇▇▇▇▇▇▇ during the First Period and less than 10 hours per month of consulting services from ▇▇▇▇▇▇▇ during the Second Period, Employee shall then the Company will not be entitled to an incentive payment accumulate those unused hours, and ▇▇▇▇▇▇▇ will not in an amount equal any event be obligated to $5,000.00 provide more than 40 hours per month of consulting services for each additional cytokine inhibitor that is included within the same, or different, definitive agreementCompany during the First Period and more than 10 hours per month of consulting services for the Company during the Second Period. The Incentive Payment(s) shall be made to Employee within five (5) days following consulting services will include, at the execution sole discretion of the definitive agreement(s) which triggered such Incentive Payment(sCompany's Board of Directors, having ▇▇▇▇▇▇▇ remain on the Board of Directors of Rapid Cast, Inc. (subject to the continued effectiveness of a reasonably acceptable directors' and officers' liability insurance policy provided by Rapid Cast, Inc.). Employee acknowledges and agrees that , if requested by the Company shall withhold appropriate federaland permitted by Rapid Cast, stateInc. ▇▇▇▇▇▇▇ will also assist the Company, local (GenSource, Rapid Cast, Inc. and foreignNTC in any litigation matters including, if applicable) income but not limited to, assisting with preparation for trial, depositions, and employment taxes from serving as a witness in judicial or administrative proceedings. The Company will also reimburse ▇▇▇▇▇▇▇ for the Incentive Payment(s)reasonable verifiable expenses incurred by him in performing said consulting services, consistent with the Company's then existing policy relating to expense reimbursements.

Consulting Services. Employee agrees (a) For the period commencing upon the closing of the merger and continuing for up to provide to the Company consulting services, defined below, as an independent contractor for a term of six (6) twenty-four months following the Termination Date (the “Consulting PeriodTerm”) ), the Company and FPUC shall hire the Executive as a consultant, and the Executive shall provide consulting services in accordance with the terms set forth herein. The Executive shall be available to work for FPUC and the Company as a consultant for up to 400 hours per year at any reasonable mutually agreeable times and shall perform such consulting services as shall be reasonably requested from time to time by the Board of Directors of the Company or its lawfully designated representative (the “Board”). The Company; , in its sole discretion shall determine the number of days per month that the Executive shall provide consulting services. However, the parties agree that the time commitment from the Executive shall not exceed 20% of the average time devoted to the Executive’s position as President and CEO of FPUC during the 36 month period prior to the Transaction. The Company shall provide the Executive with office space at FPUC’s principal executive offices for purposes of performing the consulting services, as necessary. (b) During the Consulting Term, the Company shall (a) pay the Executive a consulting fee of $8,500 per month for each month during the Consulting Term, or portion thereof, that the Executive provides consulting services, payable at the end of each calendar month, and (b) reimburse the Executive for all reasonable out of pocket expenses he incurs in connection with providing the consulting services, provided that such reimbursement payments are made by the end of the Executive’s taxable year following the year in which such expenses are incurred and the Company shall not require the Employee be obligated to provide pay any such services reimbursement amount for which Executive fails to submit an extent that would unreasonably interfere with invoice or other documented reimbursement request at least 10 business days before the Employee’s search for employment or with any subsequent employmentend of such calendar year. Such services include, but are not limited to, providing advice and assistance pertaining to research collaborations and patent portfolio, special projects, conference/meeting appearances or any other matter consistent with the Employee’s background, skills and experience, as requested by K▇▇▇▇ ▇▇▇▇▇▇, President & Chief Executive Officer (the “Consulting Services”). Such Consulting Services expenses shall be limited reimbursable only to a maximum of one (1) full day per week. As compensation for providing Consulting Services the extent they were incurred during the Consulting Period, Employee will receive $1,000.00 per week payable by the Company within thirty (30) days following its receipt term of an invoice for the Work. The Company shall reimburse Employee for reasonable expenses, including travel expenses, incurred on behalf of the Company during the Consulting Period, provided that such expenses are approved in advance and substantiated in accordance with Company policies. Employee understands and agrees that his obligations to the Company under the Employee Invention Assignment, Patent and Confidential Information Agreement entered into between Employee and the Company on 15 May 1996, a copy of which is attached to this Agreement, shall continue through the Consulting Period. The Consulting Period will terminate on 31 December 2007 unless extended upon mutual agreement. If, at any time within the Consulting Period, the Company enters into a definitive agreement with a strategic partner pertaining to the development and/or commercialization of A▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇™, and/or RCT, Employee shall be entitled to an incentive payment in an amount equal to $15,000.00 (the “Incentive Payment”) for each transaction. In addition, Employee the amount of such reimbursements that the Company is obligated to pay in any given calendar year shall not affect the amount the Company is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits. The Executive shall not be entitled to an incentive the payment in an amount equal of any consulting fee for any month during the Consulting Term for which no services are provided, nor to $5,000.00 any payments or benefits other than those provided under this Agreement for each the consulting services provided hereunder. (c) In the sole discretion of the Company, the Consulting Term may be extended, with the Executive’s consent, for additional cytokine inhibitor that is included within the same, or different, definitive agreementone year consulting assignments. The Incentive Payment(s) terms of any extended consulting period shall be made the same as provided herein unless otherwise agreed by the parties in writing. (d) Notwithstanding anything herein to Employee within five (5) days following the execution contrary, the Consulting Term shall end and this Agreement shall terminate upon the death or total disability of the definitive agreement(s) which triggered such Incentive Payment(s). Employee acknowledges and agrees that Executive, as determined by the Company shall withhold appropriate federal, state, local (and foreign, if applicable) income and employment taxes from the Incentive Payment(s)in its reasonable discretion.