Compensation Committee of the Company’s Board of Directors Uses in TERM OF AGREEMENT Clause

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the "Agreement") is effective the fifteenth day of July 2013 (the "Effective Date"), between TRANSCEPT PHARMACEUTICALS, INC. (the "Company") and John A. Kollins ("Executive"). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of May 31, 2012, as amended (the "Prior Agreement"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through May 31, 2017 (the "Expiration Date"), and if not amended or renewed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that during the one-year period before the Expiration Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Company's outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the "Agreement") is effective the fifteenth day of July 2013 (the "Effective Date"), between TRANSCEPT PHARMACEUTICALS, INC. (the "Company") and Nikhilesh Singh, Ph.D., ("Executive"). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of April 30, 2009, as amended (the "Prior Agreement"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through April 30, 2017 (the "Expiration Date"), and if not amended or renewed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that during the one-year period before the Expiration Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Company's outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the "Agreement") is effective the fifteenth day of July 2013 (the "Effective Date"), between TRANSCEPT PHARMACEUTICALS, INC. (the "Company") and Leone Patterson ("Executive"). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of May 22, 2012, as amended (the "Prior Agreement"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through May 22, 2017 (the "Expiration Date"), and if not amended or renewed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that during the one-year period before the Expiration Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Company's outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the "Agreement") is effective the fifteenth day of July 2013 (the "Effective Date"), between TRANSCEPT PHARMACEUTICALS, INC. (the "Company") and Glenn A. Oclassen ("Executive"). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of April 30, 2009 as amended (the "Prior Agreement"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through April 30, 2017 (the "Expiration Date"), and if not amended or renewed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that during the one-year period before the Expiration Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Company's outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the "Agreement") is effective the fifteenth day of July 2013 (the "Effective Date"), between TRANSCEPT PHARMACEUTICALS, INC. (the "Company") and Thomas P. Soloway ("Executive"). This Agreement amends and restates in its entirety that certain Change of Control and Severance Benefits Agreement by and between the Executive and the Company dated as of April 30, 2009, as amended (the "Prior Agreement"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through April 30, 2017 (the "Expiration Date"), and if not amended or renewed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that during the one-year period before the Expiration Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Company's outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the Agreement) is entered into this 22nd day of May, 2012 (the Effective Date), between TRANSCEPT PHARMACEUTICALS, INC. (the Company) and Leone Patterson (Executive). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date (the Expiration Date), and if not amended or renewed by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that after the fourth anniversary of the Effective Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Companys outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the Agreement) is entered into this 31st day of May, 2012 (the Effective Date), between TRANSCEPT PHARMACEUTICALS, INC. (the Company) and John A. Kollins (Executive). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date (the Expiration Date), and if not amended or renewed by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that after the fourth anniversary of the Effective Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Companys outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the Agreement) is entered into this 30 day of April, 2009 (the Effective Date), between TRANSCEPT PHARMACEUTICALS, INC. (the Company) and THOMAS P. SOLOWAY (Executive). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date (the Expiration Date), and if not amended or renewed by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that after the fourth anniversary of the Effective Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Companys outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the Agreement) is entered into this 30 day of April, 2009 (the Effective Date), between TRANSCEPT PHARMACEUTICALS, INC. (the Company) and NIPUN DAVAR, PH.D. (Executive). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date (the Expiration Date), and if not amended or renewed by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that after the fourth anniversary of the Effective Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Companys outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.

TERM OF AGREEMENT from Change of Control and Severance Benefits Agreement

This CHANGE OF CONTROL AND SEVERANCE BENEFITS AGREEMENT (the Agreement) is entered into this 30 day of April, 2009 (the Effective Date), between TRANSCEPT PHARMACEUTICALS, INC. (the Company) and SUSAN KOPPY (Executive). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date (the Expiration Date), and if not amended or renewed by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) prior to the Expiration Date, this Agreement shall terminate automatically on such Expiration Date. Notwithstanding the foregoing, the Company agrees that after the fourth anniversary of the Effective Date, the Compensation Committee shall undertake to review this Agreement and the severance benefits and change of control severance benefits provided herein in good faith, with the assistance of the Companys outside advisors and compensation consultants, in order to determine, based upon the then current market conditions or any other factors deemed relevant by the Compensation Committee, the appropriateness of continuing this Agreement after the Expiration Date, or whether it would be more appropriate for the Company to amend or terminate this Agreement as of the Expiration Date.