Consulting Services. As a consultant, you will be responsible for assisting the Company in any area of your expertise, as reasonably requested by the Company (the “Consulting Services”). You will conduct the Consulting Services at a location of your choosing. You will exercise the highest degree of professionalism and utilize your expertise and creative talents in performing the Consulting Services. You will not receive any cash consulting fees for the Consulting Services.

During the period beginning on the Effective Date (defined in Paragraph 7 below) and continuing through July 31, 2017 (the “Consulting Period”), Consultant shall provide to Company, including its subsidiaries and affiliates, consulting services commensurate with his status and experience as a former Company executive officer with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company or his or her designee (the “Company Representative”), provided that Consultant shall not be required to provide such services during any period when he is unable to perform due to his health.

Consulting Arrangement. Beginning on January 1, 2014 and continuing through December 31, 2017 (the “Consulting Period”), you agree to provide consulting services as provided herein to AFG and any related organizations, including, without limitation, any and all subsidiaries and affiliates of [[Organization B:Organization]] and their officers and directors (collectively, the “Company”), making yourself available to answer questions and consult with the Company upon reasonable request. You further agree to use your best efforts to make yourself available at reasonable times and for reasonable periods of time thereafter if your cooperation is required or requested to assist the Company in connection with litigation or regulatory inquiries relating to matters arising while you were an officer of the Company. During the Consulting Period, you will be provided with office space, administrative assistance, parking, conference and dining services and equipment necessary to fulfill your responsibilities under this paragraph. In consideration of your willingness to provide these consulting services, you will be paid a consulting fee (“Consulting Fee”) of $350,000 per year, paid in equal quarterly installments of $87,500 on January 1, April 1, July 1 and October 1 during 2014, 2015, 2016 and 2017. As an independent consultant during the Consulting Period, you will bear responsibility for all applicable taxes, including without limitation, the federal self-employment tax and withholding for federal income taxes and Social Security.

Consulting Services. SCI shall provide the following Consulting Services to Therapeutics:

Consulting Fee. No cash remuneration shall be paid hereunder.

Consulting Services. ​ retains Consultant to provide, and Consultant agrees to provide, consulting services to ​ as it may from time to time reasonably request and as further specified in the business terms exhibit (“Business Terms Exhibit”) attached to this Agreement (the “Consulting Services”). Any changes to the Consulting Services and/or any compensation adjustments in respect of the Consulting Services must be agreed upon in writing between Consultant and ​ prior to commencement of the changes.

Consultant shall provide advice to ​ related to the development of diagnostics, vaccines, and therapeutics for ​ programs focused on # influenza and parainfluenza, # dengue, # HIV, and # TFPI (“Consulting Services”).

Consulting Services. Consultant shall provide general consulting services to Company (the “Services”) related to the Company’s business. Consultant will provide, from time to time, assistance to Company in review and preparation of request for proposals for services related to Consultant’s specialty.

Consulting Services. Immediately following the Termination Date, and upon acceptance of this Agreement, Smathers will be converted to an independent consultant for a period of up to twelve (12) months. Smathers’ outstanding equity awards granted by ​, to the extent subject to time-based vesting, will continue to vest during the consulting period.

NO WITHHOLDING OF TAXES. Because Consultant is an independent contractor, the Company shall not withhold taxes of any sort from the consulting fees, and Consultant shall be responsible for payment of all FICA or Medicare taxes due on the consulting fees. Consultant hereby indemnifies the Company for any taxes, penalties, interest, and any accounting or attorneys’ fees incurred by the Company due to Consultant’s failure to pay taxes (including 100% of FICA and Medicare taxes) due on the consulting fees. The Company shall furnish Consultant, on a timely basis, with an IRS form 1099.