“Cause” means your: (i) indictment, conviction or plea of no
contest to (A) a felony or (B) any other crime involving moral turpitude, (ii) commission of an act of embezzlement, misappropriation fraud or theft against the Company or any of its affiliates or their respective assets,
(iii) continued failure to substantially perform your duties and responsibilities for the Company and its affiliates, (iv) engagement in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise)
to the Company or any of its affiliates, including, without limitation (A) the unauthorized disclosure of material trade secret or confidential information of the Company or any of its affiliates, (B) the debarment of the Company or any of
its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or the debarment, suspension or other exclusion of the Company or any of its
affiliates by any other governmental authority, or (C) the revocation, suspension or denial of any registration, license, or other governmental authorization of the Company or any of its affiliates, including any registration of the Company or
any of its affiliates with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) and any registration or marketing authorization of the FDA or any non-U.S. equivalent;
(v) debarment by the FDA or DEA or debarment, suspension or other exclusion by any other governmental authority; (vi) material breach of a written Company policy, including any policy related to sexual or other types of harassment or
abusive conduct, which breach is injurious to the Company; or (vii) making, or being found to have made, knowingly or with reckless disregard, a certification relating to the Company’s financial statements or public filings that is false;
provided, however, that other than with respect to clauses (ii), (v) and (vi), Cause shall only exist if (x) the Company delivers a written notice to you which specifically identifies the conduct, events or circumstances that may
provide grounds for Cause within ninety (90) calendar days of the Company’ s actual knowledge of such conduct, events or circumstances and (y) you fail to cure such conduct, events or circumstances with the thirty (30) day period
following your receipt of such notice.
Pursuant to Section 4.a. of the Employment Letter, effective January 1, 2025, your base
compensation rate increased to $750,000.00 per month.
Except as amended hereby, the Employment Letter shall remain in effect in
accordance with its terms. Please indicate your agreement with this amendment by countersigning this agreement below.
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