“HFB Background Technology” has the meaning set forth in Section 9.1 (Background Technology). For clarity, HFB Background Technology includes ​.

Background. [[Person A:Person]] has advised MEC that he would like to retire from MEC, and has identified a retirement date, which will end his employment with MEC, effective September 30, 2022 (the “Retirement Date”). Both [[Person A:Person]] and MEC desire an amicable separation and to fully and finally compromise and settle any differences that may exist between them on the terms set forth in this Agreement. Except as otherwise described herein, [[Person A:Person]] also acknowledges, agrees and represents that he has been paid and has received all compensation and/or other amounts due that he earned with respect to payroll dates occurring on or before the date he signed this Agreement, including but not limited to all wages, salary, bonuses, incentive compensation, accrued vacation, sick and personal day pay. [[Person A:Person]] further agrees that MEC’s payment and his receipt of all compensation due him earned on or before the date he signed this Agreement is not and has not been conditioned upon his execution of this Agreement.

Background. The Executive desires to step down from his position as Chief Financial Officer of the Company effective as of July 1, 2022 (the “Transition Date”) and as an employee of the Company effective as of January 31, 2023 (the “Resignation Date”). The period commencing on the Transition Date through and including the Resignation Date is referred to herein as the “Remaining Employment Period.” To continue to retain access to Executive’s knowledge, experience and expertise for a period of time following the Transition Date and to amicably, fully, and finally resolve all matters relating to Executive’s employment and resignation from the Company, the Executive and the Company agree as follows:

“Vertex Technology” means # the Vertex Background Know-How, # the Vertex Background Patents, # the Vertex Program Technology and # Vertex’s interest in any Joint Program Technology.

Background. The above background is true and correct and is incorporated into this Agreement by reference.

BACKGROUND. The Plan is considered to be and shall be operated as a subplan of the LTIP. The Plan was amended September 9, 2015, to, among other things, change the date of the Annual Stock Grant under [Article 6], and was further amended on November 28, 2017 to contemplate potential Supplemental Cash Retainers for additional board positions.

Background Technology. As between the Parties, # HFB will retain all rights, title, and interest in and to any Patent Rights, Know-How, and other intellectual property rights owned or Controlled by HFB or any of its Affiliates as of the Effective Date or generated or obtained by or on behalf of HFB or any of its Affiliates during the Term outside of the scope of performance of activities under this Agreement (the “HFB Background Technology”), and # [[FibroGen:Organization]] will retain all rights, title, and interest in and to any Patent Rights, Know-How, and other intellectual property rights owned or Controlled by [[FibroGen:Organization]] or any of its Affiliates as of the Effective Date or generated or obtained by or on behalf of [[FibroGen:Organization]] or any of its Affiliates during the Term outside of the scope of performance of activities under this Agreement (the “[[FibroGen:Organization]] Background Technology”). Other than as set forth in [Sections 9.3(e)] (Licensed Patent Rights) and 9.5 (Enforcement), each Party has the sole right, responsibility, and discretion to file, prosecute (including the defense of any oppositions, interferences, reissue proceedings, re-examinations, and other post-grant proceedings originating in a patent office), maintain, and enforce all of their background Patent Rights as follows: # [[FibroGen:Organization]] shall control the Patent Rights within the [[FibroGen:Organization]] Background Technology, ​ and # HFB shall control Patent Rights within the HFB Background Technology, including HFB Screening Patent Rights, ​.

“Background Technology” of a Party means, in the case of GSK, the GSK Background Technology, and in the case of ITEOS, the ITEOS Background Technology.

“[[FibroGen:Organization]] Background Technology” has the meaning set forth in Section 9.1 (Background Technology).

Background Technology. CANbridge will own and retain all of its rights, title and interests in and to the CANbridge Background Technology, and LogicBio will own and retain all of its rights, title and interests in and to the LogicBio Background Technology.