Optionee:

(Signature)

Company:

(Signature)

Title:

Non-Qualified Stock Option

This option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.

Vesting

This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. Subject to the preceding sentence, you may exercise this Option, in whole or in part, to purchase a whole number of vested shares, by following the procedures set forth in the Plan and below in this Agreement.

Time Vesting. Your right to purchase shares of Stock by exercising the Time Options vests as to 25% of the total number of shares of Stock covered by the Time Options, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (an “Anniversary Date”), provided you are providing Service on such Date. Thereafter, for each subsequent Anniversary Date that you remain in Service, the number of shares of Stock which you may purchase under the Time Options shall vest at the rate of 25% of the total number of shares of Stock covered by the Time Option, as shown on the cover sheet, per year as of the first day following such subsequent Anniversary Date, provided you are providing Service on such Date. The resulting aggregate number of vested shares of Stock will be rounded to the nearest whole number, and you cannot vest in more than the number of shares of Stock covered by this Option.

Performance Vesting. Your right to purchase shares of Stock by exercising the Performance Options shall vest as set forth in Schedule A.

Accelerated Vesting Upon Change of Control. The Time Options shall, to the extent not then vested, become immediately fully vested upon a Change of Control, provided you are providing Service on the date of such Change of Control.

With respect to the Performance Options, in the event that, upon the occurrence of a Change of Control (so long as you are providing Service on the applicable Change of Control Date), the Change of Control Vesting Targets specified in Schedule B shall have been achieved, all of the unvested Performance Options shall vest, unless otherwise determined by the Board of Directors of the Company.

Except as expressly provided herein, no additional shares of Stock will vest after your Service has terminated for any reason.

Term

Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.

Regular Termination

If your Service terminates for any reason other than death, Disability or Cause, including voluntary termination for retirement, then the vested portion of your Option will expire at the close of business at Company headquarters on the 30th day after your termination date. Any portion of your Option that is not exercisable at the time of your termination date shall immediately terminate.

Termination for Cause

If your Service is terminated for Cause or for a voluntary termination after the occurrence of an event that would be grounds for a termination for Cause, then you shall immediately forfeit all rights to your Option, whether vested or unvested, and the Option shall immediately expire. In addition, notwithstanding any provision to the contrary in this Agreement, if you engage in conduct that constitutes Cause after your termination of Service, your Option shall immediately terminate.

Death

If your Service terminates because of your death, then your vested Option will expire at the close of business at Company headquarters 6 months after the date of death. During that 6 month period, your estate or heirs may exercise the vested portion of your Option. Any portion of your Option that is not exercisable at the time of your termination date shall immediately terminate.

In addition, if you die during the 30-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability or Cause), and a vested portion of your Option has not yet been exercised, then your Option will instead expire 6 months after your termination date. In such a case, during the period following your death up to 6 months after your termination date, your estate or heirs may exercise the vested portion of your Option. Any portion of your Option that is not exercisable at the time of your termination date shall immediately terminate.

Disability

If your Service terminates because of your Disability, then your vested Option will expire at the close of business at Company headquarters 6 months after your termination date. Any portion of your Option that is not exercisable at the time of your termination date shall immediately terminate.

Leaves of Absence

For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating

90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. The Company’s decision is final and binding.

Notice of Exercise

When you wish to exercise this Option, you must notify the Company by filing a Notice of Option Exercise in substantially the form attached hereto as Exhibit A. Your notice must specify how many shares of Stock you wish to purchase (in a parcel of at least 100 shares, unless a lesser number remains available for exercise under the Option). Your notice must also specify how your shares of Stock should be registered (e.g., in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.

If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of Payment

When you submit your notice of exercise, you must include payment of the Option Price for the shares of Stock you are purchasing. Payment may be made in one (or a combination) of the following forms:

·                  Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

·                  To the extent permitted by the Board, in its sole discretion, prior to an IPO, by surrendering to the Company shares of Company stock. The value of the surrendered shares, determined by the Board as of the effective date of the Option exercise, will be applied to the Option Price.

·                  To the extent a public market for the Stock exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes.

Withholding Taxes

You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares of Stock arising from this Option, the Company shall have the

right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. You shall pay to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such obligation. Subject to applicable law and to the prior approval of the Company or such Affiliate, as the case may be, in their sole discretion, you may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to you, or (ii) by delivering to the Company or such Affiliate shares of Stock already owned by you; provided that, in any such case, (x) you may not satisfy such obligations with shares of Stock that are subject to any forfeiture, unfulfilled vesting, or other similar requirements and (y) any fraction of a share of Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the Stock used to satisfy such withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined.

Issuance

The issuance of the Stock upon the exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates.

Transfer of Option

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or by grant to certain Permitted Transferees (provided that such a disposition is in compliance with Section 8.10 of the Plan), or it may be transferred upon your death by the laws of descent and distribution.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.

Market Stand-off Agreement

You hereby agree that you will not, without prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO or other registration by the Company of shares of its Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15-18 days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or other securities, in cash, or otherwise. The foregoing provisions shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. You further agree to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with these provisions or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all optionees subject to such agreements, based on the number of shares subject to such agreements.

Investment Representation

If the sale of Stock under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, at the time of exercise you shall provide the representations set forth in Exhibit B and such other representations as are deemed necessary or appropriate by the Company and its counsel.

Shareholders’ Agreement

You agree, as a condition of the grant of this Option, (1) that you shall, as a condition for any exercise of this Option, execute a Joinder Agreement substantially in the form attached hereto as Exhibit C, whereby you shall become a party to the Shareholders’ Agreement as a Party (as such term is defined in the Shareholders’ Agreement) and (2) such other document(s) as necessary to become a party to any other

agreements or voting trusts as the Company may require.

Right to Repurchase

Following termination of your Service, the Company shall have the right to purchase all of those shares of Stock that you have or will acquire under this Option pursuant the terms of the Shareholders’ Agreement.

Retention Rights

Neither your Option nor this Agreement constitutes an agreement of employment or gives you the right to be retained by the Company or an Affiliate in any capacity. Except as otherwise provided in any applicable employment agreement between you and the Company, the Company and its Affiliates reserve the right to terminate your Service at any time and for any reason.

Stockholder Rights

You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.

Adjustments

In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this Option and the Option Price shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan.

Legends

All certificates representing the Stock issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE

THEREWITH.”

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

The Plan

The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

Shareholders’ Agreement

You agree, as a condition of the grant of this option, you shall, as a condition to the grant of this option, execute a counterpart signature page to the Shareholders’ Agreement as a Stockholder (as such term is defined in the Shareholders’ Agreement) and such other document(s) as necessary to become a party to any other agreements or voting trusts as the Company may require.

Forfeiture of Rights

If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the Option Price without interest). Unless otherwise specified in an employment or other agreement between the Company or an Affiliate and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which engages, directly or indirectly, in research, developing, manufacturing, marketing, sale or licensing pharmaceutical, medical device or specialty pharmaceutical products or products in the healthcare sector; provided, however, being a holder of less than 1% of the outstanding equity of a public company or mutual fund shall not be deemed to be in competition with the Company.

If the Grantee is not a party to a non-competition and confidentiality agreement with the Company on the date of this Agreement, the

Grantee concurrently herewith enter into such non-competition and confidentiality agreement in a form reasonably acceptable to the Company.

Parachute Limitations

Notwithstanding any other provision of this Agreement, the Plan or of any other agreement, contract or understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate thereof, except an agreement, contract or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of participants or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Awards held by that Grantee and any right to receive any payment or other benefit under this Agreement or the Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Agreement, the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Agreement or the Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under this Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement or the Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a Parachute Payment under this Agreement or the Plan that would have the effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence, then those rights, payments, or benefits under this Agreement, the Plan, any Other Agreements, and any Benefit Arrangements shall be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Agreement or the Plan be deemed to be a Parachute Payment. The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash payments benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of restricted stock, then by reducing or eliminating any other remaining

Parachute Payments.

Data Privacy

In order to administer the Plan, the Company may keep and process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By accepting this Option, you give explicit consent to the Company to keep and process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Consent to Electronic Delivery

The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, you may request paper copies of these documents.

Severability

The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Waiver

No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

Entire Agreement

This Agreement and the Plan (and the other agreements or documents referred to herein or therein) constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

Anniversary of the Closing
Date

Multiplier

On or prior to the 3rd anniversary of the date of the Closing

After the 3rd anniversary and on or prior to the 4th anniversary of the date of the Closing

After the 4th anniversary of date of the Closing

Name:

Address:

Social Security Number:

Very truly yours,

Date

Purchaser

GRANTEE:

By:

[Name]

[Title]