Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.

Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:

Good Reason. "Good Reason" means # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’s principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.

Good Reason. When used with reference to a voluntary termination by the Executive of his/her employment with the Company, “Good Reason” shall mean any of the following, if taken without the Executive’s express written consent:

Good Reason. The Executive may terminate his employment for Good Reason if # the Executive provides written notice of such Good Reason to the Company within ninety (90) days of its initial existence, # such Good Reason has not been corrected or cured by the Company within thirty (30) days after receipt by the Company of written notice thereof, and # thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such Good Reason. For purposes of this Agreement “Good Reason” shall mean any of the following:

Good Reason. If the Participant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or an Affiliate and such agreement provides for a definition of Good Reason, the definition contained in the agreement. If no such agreement exists or if such agreement does not define Good Reason, the definition of Good Reason contained in the Award Agreement. In all other cases, Good Reason shall mean the occurrence of one or more of the following without the Participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days of the Participant’s knowledge of the applicable circumstances): # any material, adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure; # a material reduction in the Participant’s base salary or bonus opportunity unless any such base salary or bonus opportunity reduction is proportionate to reductions in base salaries or bonus opportunities of other similarly situated employees of the Company; or # a geographical relocation of the Participant’s principal office location by more than thirty (30) miles.

Definition of Cause. “Cause” shall mean conduct involving one or more of the following: # the substantial and continuing failure of the Employee, after notice thereof, to render services to [[Organization A:Organization]] in accordance with the terms or requirements of his or her employment; # disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to [[Organization A:Organization]]; # deliberate disregard of the rules or policies of [[Organization A:Organization]], or breach of an employment or other agreement with [[Organization A:Organization]], which results in direct or indirect loss, damage or injury to [[Organization A:Organization]]; # the unauthorized disclosure of any trade secret or confidential information of [[Organization A:Organization]]; # the commission of an act which constitutes unfair competition with [[Organization A:Organization]] or which induces any customer or supplier to breach a contract with [[Organization A:Organization]]; or # intentional acts on the part of the Employee that have generated material adverse publicity toward or about [[Organization A:Organization]].

Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.

Oxalate Decarboxylase Definition. The following new definition is added after [Section 1.37] and before [Section 1.38]:

Product Candidate Definition. [Section 1.43] is deleted in its entirety and replaced with the following: