(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

a lump sum payment equal to a pre-determined number of months of his base salary then in effect, less applicable withholdings; and

the reimbursement or direct payment of up to a pre-determined number of months of COBRA coverage for the named executive officer and his covered dependents.

a lump sum payment equal to the sum of a pre-determined number of months of his base salary then in effect and his target cash bonus for the current fiscal year, less applicable withholdings;

the reimbursement or direct payment of up to a pre-determined number of months of COBRA coverage for the named executive officer and his covered dependents; and

immediate and automatic vesting in full and exercisability of all unvested equity awards.

Termination without Cause or

Constructive Termination

Termination without Cause or

Constructive Termination Within

12 Months Following a

Change in Control

Named Executive Officer and Position

Months of Base Salary/COBRA

Coverage

Months of Base Salary/COBRA

Coverage

Clifford A. Reid, Ph.D.

President and Chief Executive Officer

Ajay Bansal

Chief Financial Officer

Radoje Drmanac, Ph.D.

Chief Scientific Officer

Bruce Martin

Senior Vice President of Product Development

Mark J. Sutherland

Senior Vice President of Business Development

R. John Curson

Vice President, Financial Operations

“cause” means: (a) the named executive officer’s theft, dishonesty or falsification of any employment or Company records; (b) the named executive officer’s malicious or reckless disclosure of the Company’s confidential or proprietary information; (c) the named executive officer’s commission of any immoral or illegal act or any gross or willful misconduct, where the Company reasonably determines that such act or misconduct has (1) seriously undermined the ability of the Company’s management to entrust the named executive officer with important matters or otherwise work effectively with the named executive officer, (2) contributed to the Company’s loss of significant revenues or business opportunities, or (3) significantly and detrimentally effected the business or reputation of the Company or any of its subsidiaries; and/or (d) the named executive officer’s failure or refusal by the named executive officer to work diligently to perform tasks or to work toward the achievement of goals reasonably requested by the Board, provided such breach, failure or refusal continues after the receipt of reasonable notice in writing of such failure or refusal and an opportunity to correct the problem. “Cause” does not include a physical or mental disability.

“change in control” means the occurrence of any of the following events: (a) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (1) the continuing or surviving entity or (2) any direct or indirect parent corporation of such continuing or surviving entity; or (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets.

“constructive termination” means the named executive officer’s resignation within sixty (60) days of one or more of the following events which remains uncured thirty (30) days after the named executive officer’s delivery of written notice thereof: (a) the delegation to the named executive officer of duties or the reduction of the named executive officer’s duties, either of which substantially reduces the nature, responsibility, or character of the named executive officer’s position immediately prior to such delegation or reduction; (b) a material reduction by the Company in the named executive officer’s base salary in effect immediately prior to such reduction, except to the extent the base salaries of all other executives of the Company are similarly reduced; (c) a material reduction by the Company in the kind or level of employee benefits or fringe benefits to which the named executive officer was entitled prior to such reduction; or the taking of any action by the Company that would adversely affect the named executive officer’s participation in any plan, program or policy generally applicable to employees of equivalent seniority, except to the extent the kind or level of employee benefits or fringe benefits of all other executives of the Company are similarly reduced; and (d) the Company’s requiring the named executive officer to relocate the named executive officer’s office to a place more than forty (40) miles from the Company’s present headquarters location (except that required travel on the Company’s business to an extent substantially consistent with the named executive officer’s business travel obligations in effect prior to such change is not be considered a relocation).

    /s/ Ajay Bansal