Consulting Engagement and Term. For a term commencing as of the Effective Date and ending December 31, 2020, the Company shall engage the Consultant to serve the Company in various capacities a described herein. The Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth.

Consulting Engagement / Spinco Board Member. The parties hereby confirm that they contemplate, in connection with the separation of the Executive's employment, either # entering into a Consulting Agreement pursuant to which Executive will advise the Company on business matters in connection with the planned spin-off of the Biosciences Division, # Executive entering into a Consulting Agreement with Spinco to be effective on the Spinoff Effective Date, and/ or # Executive serving as a member of the Spinco Board of Directors effective upon the Spinoff Effective Date, in any such case with the Executive remaining in continuous service with the Company or Spinco from the date hereof through the Spinoff Effective Date (unless Executive's service is earlier terminated for Cause pursuant to Section 2(e) hereof). The rate of compensation, duration of service and other terms and conditions of any such consulting or other engagement will be set forth in the applicable Consulting Agreement or other agreement, provided that the Parties intend that the duration of any such consulting or other service relationship shall extend through March 31, 2018, unless earlier terminated by the Company or Spinco for Cause, as a result of a breach by the Executive of his Continuing Obligations under Section 3 hereof, as a result of the Executive's voluntary resignation or termination of service, the nonelection of the Executive to the Spinco Board of Directors by the Spinco stockholders (if applicable), or otherwise as agreed by the Parties.

Engagement. Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to provide the Company with the services of those consultants possessing the technical skills and or qualifications required by Company’s customers, as may be required from case to case (the "Contract Employees"). The Contract Employees shall have the necessary experience and technical expertise to carryout the services to be provided to the Company’s customer, unless otherwise directed by the Service Provider and the Company.

Engagement. The Company hereby engages the Consultant to render consulting advices to the Company upon the terms and conditions set forth herein to advise on the Company’s US business.

Engagement. The Companies agree to engage the Executive and the Executive agrees to serve the Companies as an Executive.

Engagement. Client hereby engages Consultant on a non-exclusive basis, and Consultant hereby accepts the engagement to provide financial consulting services and to become a strategic and financial advisor to Client and to render such advice and including but not limited to the following:

Engagement. GP desires to hire Contractor to provide consulting services (“Services”) in connection with the operation of GP and its affiliated companies, including, but not limited to, assisting in the transition to a new President of GP, enhancing revenues and operating performance, supporting GP’s government and community affairs, and providing advice and assistance at the specific request of GP. Contractor shall spend not less than an average of 10 hours a week providing the Services.

Engagement. The Company hereby engages and retains GSS as a non-exclusive financial advisor for and on behalf of the Company to perform the Services as defined in [Section 2] below and GSS hereby accepts this engagement on the terms and conditions set forth in this Agreement.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on Exhibit A hereto, subject to the termination of this Agreement in accordance with Section 7. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

Duties During Consulting Term. For the avoidance of doubt, Executive may provide part-time consulting services to other entities through the Consulting End Date, so long as such part-time consulting services do not conflict with the Consulting Services, do not pose a conflict of interest, do not violate Executive’s obligations under this Agreement, and do not compete in any way with the Company.

Termination of Consulting Period. Either you or the Company may terminate the Consulting Period, at any time and for any reason, upon thirty (30) days written notice to the other party. Upon termination of the Consulting Period by either party, the Company will have no further obligations to you.

Notice of Consulting Activities. You acknowledge that the services to be performed for the Company hereunder are essential to the Company and, therefore, during the term hereof, you will provide prior written notice to the Company of any consulting projects for companies whose business would be, “Directly Competitive” with the business of the Company. Following its receipt of such notification, the Company may terminate this Agreement at any time effective immediately. “Directly Competitive” shall mean companies that engage in the research and development and/or sale of selective [[Unknown Identifier]] inhibitors. The Company acknowledges your commitments to Liquidia (and any of its derivative companies), Aralez Pharmaceuticals, Square l Bank, Emory’s DRIVE Enterprise, Meryx and Abyrx are not being directly competitive to this Company.

Termination of Consulting Services. The Company may terminate this Agreement at any time for cause which shall be limited to either # the conviction of Consultant of a felony which has a substantial effect on the Company’s business or reputation, # the continual and repeated failure of Consultant to perform the services required of him hereunder, after written notice of the alleged failures and an opportunity to cure has been given, or # a breach by Consultant of the Severance Agreement or any other agreement between Consultant and Company or its affiliates. Consultant may only terminate this Agreement due to a material breach hereof by Company.

Expense Reimbursement. Therapeutics agrees to reimburse SCI for all out-of-pocket expenses for reasonable business-related travel and engagement of experts required in the performance of the Consulting Services, provided however, that all such expenses shall be submitted in writing and pre-approved by Therapeutics prior to SCI incurring any such expense. All approved expenses shall be paid within 15 days of presentation of invoices and appropriate documentation therefore.

You agree to ensure that every announcement, public statement or document made or published by you (or your agents) during Sigur's Engagement will contain all particulars required to comply with all applicable law and regulations. Furthermore, you agree that, subject to any disclosure required by law or regulation including the rules of any relevant stock exchange, no such announcement, public statement or document will be published relating to the Engagement in any way without first consulting with and then obtaining the prior written consent of Sigur. If anything occurs within a reasonable time after publication of any such statement, announcement or document to render the same untrue, unfair, inaccurate or misleading, you will promptly notify Sigur and take all steps which Sigur may require correcting the matter.

Limitation of Engagement to the Company. The Company acknowledges that the Agents have been retained only by the Company, that the Agents are providing services hereunder as independent contractors (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Agents is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Agents or any of its respective affiliates, or any of their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), employees or agents. Unless otherwise expressly agreed in writing by the Agents, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of the Agents, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Agents to the Company in connection with the Agents’ engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Agents shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Agents, or its respective designees or affiliates.

Term and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof and end thirty (30) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Wainwright’s legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Wainwright’s engagement hereunder: # the Company will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and # the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Wainwright’s engagement hereunder, all inquiries from prospective investors will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Limitation of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.

Compensation During the Consulting Period. In exchange for the Services, the Company shall pay to the Consultant $15,000 per month for the Term (the “Consulting Fees”). The Consulting Fee for each month (or portion thereof) during the Term shall be paid not less frequently than monthly.