Reporting Structure/Responsibilities. As Executive Chair of the Board of Directors, you are appointed by the Board of Directors. You will perform the responsibilities and duties of your position, as described in [Schedule A], and subject to Sections L and M, such other responsibilities and duties as may be reasonably requested by the Company from time to time. You will at all times: # conform to the reasonable and lawful directions of the Company and the Board; # adhere to all applicable Company policies; # give the Company the full benefit of your knowledge, expertise, skill and ingenuity; # well and faithfully serve the Company; # devote your best efforts to furthering the interests of the Company; and # exercise the degree of care, diligence and skill that a prudent executive would exercise in comparable circumstances.

Reporting Structure/Responsibilities. You will report to the CEO of Parent. You agree that the Company may change the reporting structure, including the person and position to whom you report, and the people and positions who report to you. You will perform the responsibilities and duties of your position, as described in [Schedule A], and subject to Sections L and M of this Agreement, such other responsibilities and duties as may be reasonably requested by the Parent and/or the Company from time to time. You will at all times: # conform to the reasonable and lawful directions of the Parent, the Company and the Board; # adhere to all applicable Company and Parent policies; # give the Company and Parent the full benefit of your knowledge, expertise, skill and ingenuity; # well and faithfully serve the Company and Parent; # devote your full time and best efforts to furthering the interests of the Company and Parent; and # exercise the degree of care, diligence and skill that a prudent executive would exercise in comparable circumstances.

Reporting Structure/Responsibilities. You will report to the [Title]. You agree that the Company may change the reporting structure, including the person and position to whom you report, and the people and positions who report to you. You will perform the responsibilities and duties of your position, as described in [Schedule A], and subject to Sections L and M of this Agreement, such other responsibilities and duties as may be reasonably requested by the Parent and/or the Company from time to time. You will at all times: # conform to the reasonable and lawful directions of the Parent, the Company and the Board; # adhere to all applicable Company and Parent policies; # give the Company and Parent the full benefit of your knowledge, expertise, skill and ingenuity; # well and faithfully serve the Company and Parent; # devote your full time and best efforts to furthering the interests of the Company and Parent; and # exercise the degree of care, diligence and skill that a prudent executive would exercise in comparable circumstances.

Certain Reporting Responsibilities. Notwithstanding the foregoing provisions of this ARTICLE 5, each Party shall be responsible for its own federal, state and local government pricing reporting and payment transparency reporting in the Territory arising from its Product promotional activities and related expenditures pursuant to Applicable Law. It is the intention of the Parties that any payments or transfer of value by a Party as it relates to the Product shall constitute transfers of EXECUTION VERSION

Authority, Responsibilities, and Reporting.

Your authority, responsibilities and reporting relationships will correspond to your position and will include any particular authority, responsibilities and reporting relationships that the Company’s Board of Directors (the “Board”) or any officer of the Company to whom you report may assign to you from time to time.

a material adverse change in Executive’s duties, titles, authority, responsibilities or reporting relationships, with such determination being made with reference to the greatest extent of Executive’s duties, titles, authority, responsibilities or reporting relationships, etc. as increased (but not decreased) from time to time;

A material reduction of Executive’s authority or responsibilities, relative to Executive’s authority or responsibilities in effect immediately prior to such reduction, or a change in the Executive’s reporting position such that Executive no longer reports directly to the officer position or its functional equivalent to which Executive was reporting immediately prior to such change in reporting position (unless Executive is reporting to the comparable officer position of

The JSC shall perform the functions and assume the responsibilities and have such authority only as set forth in this Agreement. The JSC shall perform only an informal oversight and collaboration role, reviewing the activities performed by the Parties under the Agreement and facilitating the sharing of information and reporting of activities between the Parties.

Executive’s duties, authority or responsibilities are materially diminished (not simply a change in title or reporting relationships);