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.

Consulting Services. During the "Consulting Period" (as defined below), ​ will stand ready and will furnish to ITW such reasonable services of an advisory or consulting nature with respect to its business and affairs as ITW may reasonably call upon ​ Service to furnish, with the parties' understanding that: # ​ will be available for the Consulting Period upon reasonable notice and at reasonable times for periodic consultations, either in person, by videoconference, or by telephone; and # Mr. Martindale will not be an employee of ITW in performing consulting services hereunder, but he and ​ will act in the capacity of independent contractor. The parties contemplate that the services provided by ​ will be limited to an approximate total of four days per month. The "Consulting Period" means the period beginning ​ and continuing until either party provides 30 days' written notice of termination of the Agreement. Either party may provide such notice at any time for any reason.

During the period beginning on the Effective Date (defined in Paragraph 7 below) and continuing through ​ (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 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.

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

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”).

Payment for Consulting Services. In consideration of the advisory and consulting service provided by ​ under the provisions of paragraph 2, ITW will pay to ​ compensation in the amount of ​ per month. ​ may also invoice ITW for reasonable expenses incurred in connection with the consulting services.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars (​) per annum, payable Thirty-three thousand, three-hundred and ​ per month.