the assignment to the Executive of duties materially inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a)(1)(A), or a material diminution in such position, authority, duties or responsibilities or a material diminution in the budget over which the Executive retains authority;

the assignment to Executive of any duties inconsistent in any respect with Executive’s position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the Change in Control (including offices, titles, reporting requirements and relationships and status) or any other action by ​ which results in any diminution in Executive’s position, authority, duties or responsibilities.

a change in your status, title, position or responsibilities (including reporting responsibilities) which represents a material adverse change from your status, title, position or responsibilities as in effect immediately prior thereto; the assignment to you of any duties or responsibilities which are materially inconsistent with your status, title, position or responsibilities; or your removal from or the failure to reappoint or reelect you to any of such offices or positions, except in connection with the termination of your Employment for Disability, Cause, as a result of your death or by you other than for Good Reason;

a substantial diminution in the optionee’s authorities, duties, responsibilities, status (including offices, titles, and reporting requirements) from those in effect immediately prior to the change-in-control;

the assignment to you of any duties inconsistent with your position in the Company or any Subsidiary or Affiliate, a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment, or any other action by the Company or any Subsidiary or Affiliate that results in a material diminution in your position, authority, title, duties or responsibilities;

a material change by the Company in the nature or scope of the Consultant’s responsibilities, authorities, powers, functions or duties from those normally exercised by an executive in a position of responsibility commensurate with the Consultant’s position specified in Paragraph 2 hereof; or

Duties and Responsibilities. Executive shall serve as Chief Medical Officer of the Company. In the performance of such duties, Executive shall report directly to the Chief Executive Officer. Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or affiliate thereof without any additional salary or compensation, if so requested by the Chief Executive Officer or the Board. Executive shall be employed by the Company on a full time basis. Executive’s primary place of work shall be the Company’s facility in San Diego, California, or such other location as may be designated by the Chief Executive Officer or the Board from time to time. Executive shall also render services at such other places within or outside the United States as the Chief Executive Officer or the Board may direct from time to time. Executive shall be subject to and comply with the policies and procedures generally applicable to senior executives of the Company to the extent the same are not inconsistent with any term of this Agreement.

Duties and Responsibilities. While you are employed by the Company, you will serve as and have the title of President, CNS Cancers, U.S. of the ​ Group, and you will report to, and be subject to the reasonable direction and control of, the Chief Executive Officer of the Company (the “CEO”) as well as the board of managers (or similar governing body) of the Company and the board of directors of Parent (the “Board”). You will have such duties and responsibilities that are commensurate with your position and such other duties and responsibilities as are from time to time reasonably and lawfully assigned to you by the CEO and of a similarly-situated executive officer of a similarly-sized public company. While you are employed by the Company, you will devote your full business time, energy and skill to the performance of your duties and responsibilities hereunder; provided, that nothing in this Agreement shall prevent you from accepting appointment to or continuing to serve on any board of directors or trustees of any non-competing business corporation, charitable organization or other entity with the consent of the CEO or the Board, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, you will not engage in any activities that could create an actual or perceived business or fiduciary conflict of interest with the ​ Group or unreasonably interfere with the conduct of your obligations under this Agreement or any ​ Group policy or applicable law or regulation (including the laws of any stock exchange on which the shares of Parent stock are listed).

During the Employment Period, the Employee shall serve as the Chief Retail Officer of the Company and shall have the duties, responsibilities and authority for such position as designated by the Chief Executive Officer of the Company (“CEO”), which duties, responsibilities and authority shall include national and international retail sales and product development. The Employee shall, if so requested by the Company, also serve without additional compensation, as an officer, director or manager of any entities from time to time directly or indirectly owned or controlled by Company or its affiliates.

Position and Duties. During the Term, the Executive shall serve as the Chief Financial Officer, reporting to the Chief Executive Officer. In such position, the Executive shall have the duties, authority, and responsibilities as shall be determined from time to time by the Chief Executive Officer, which duties, authority, and responsibilities shall be consistent with the Executive’s position.