Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $75,000 for service on the Board. Each Non-Employee Director shall also receive $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Additional Annual Retainers. In addition, each Non-Employee Director shall receive the following additional annual retainers, as applicable:

For service as Chair of the audit committee: an annual cash retainer of $15,000 (in addition to any annual cash retainers otherwise paid).

Additional Annual Cash Retainers for Service as Non-Executive Chair, Committee Chair and Committee Member

Each Outside Director will be paid additional annual cash retainers for applicable service as follows:

For service as Chair of the science, technology and clinical affairs committee: an annual cash retainer of $10,000 (in addition to any annual cash retainers otherwise paid).

Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:

For service as member of the compensation committee other than as its Chair: an annual cash retainer of $5,000 (in addition to any annual cash retainers otherwise paid).

The annual retainers shall be paid by the Company in quarterly installments or more frequently as deemed advisable by the officers of the Company for administrative or other reasons.

The annual cash retainers shall be earned and paid on a calendar quarterly basis, subject to proration in the case of service during only a portion of a calendar quarter.