For Good Reason. Executive may terminate Executive’s employment for “Good Reason,” which shall mean the occurrence of any of the following, in each case without the Executive's written consent:

For Good Reason. Executive shall have the right at any time to resign his employment under this Agreement for Good Reason. As used in this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without Executive’s consent: # a material diminution in Executive’s Base Salary or Target Bonus, in each case, other than as part of any across-the-board proportionate reduction applying to all senior executives of the Company, # a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities set forth herein (a “Material Diminution”) (for the sake of clarity, # a change in reporting structure by itself does not constitute a Material Diminution, # a change to a different position that is of comparable status within the Company does not constitute a Material Diminution, # any changes generally implemented with regard to a broad group of senior executives does not constitute a Material Diminution, and # any change consented to by Executive is not a Material Diminution), # any material breach by the Company or any member of the Company Group (as defined below) of this Agreement, # there is a Change in Control and the successor to the Company, if applicable, does not assume and continue this Agreement, and # except as required by [Section 1.4], any requirement by the Company that Executive relocate his personal residence to any city more than one hundred (100) miles from # Atlanta, Georgia or # [[Address A:Address]] if Executive has relocated his personal residence to the greater [[Address A:Address]] metropolitan area.

For Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material breach of this Agreement by the Company (including the Company’s withholding or failure to pay compensation when due to the Executive); # a material reduction in the Executive’s titles, duties, authority, or responsibilities, or the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties, or responsibilities without the written consent of the Executive; # a reduction in the Executive’s annual Base Salary or Annual Bonus opportunity, as currently in effect or as may be increased from time to time; or # the failure of the Company to nominate the Executive for election as a member of the Board. With respect to the acts or omissions set forth in this [subsection (e), (A)])] the Executive shall provide the Board with a Notice of Termination (as defined in Section 4 below) specifying in detail the basis for the termination of employment for Good Reason and the provision(s) under this Agreement on which such termination is based, # the Company shall have thirty (30) days to cure the matters specified in the notice delivered, and # if uncured, the Executive must terminate his employment with the Company within ninety (90) days after the initial existence of the circumstances constituting Good Reason in order for such termination to be considered to be for Good Reason.

For Good Reason. Executive may terminate Executive’s employment for “Good Reason,” which shall mean the occurrence of any of the following, in each case without the Executive’s written consent:

For Good Reason. The Executive may terminate this Agreement and his employment hereunder for “Good Reason” (as hereinafter defined). “Good Reason” for purposes of this Agreement means the occurrence of any of the following without the Executive’s written consent: # a material reduction in the Executive’s Base Salary as in effect immediately prior to such reduction; # a material adverse change in the Executive’s title, duties or responsibilities; # a relocation of Executive’s principal office by more than fifty (50) miles from the Company’s office in [[Address A:Address]]; or # any material breach of this Agreement by Company. The Company and Executive agree that “Good Reason” shall not exist unless and until Executive provides the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of Executive’s knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. Executive must

For Good Reason. If the Executive terminates this Agreement and his employment for Good Reason, the Company shall pay to the Executive one year of the Executive’s Base Salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Executive is not in violation of the Restrictive Covenant Agreement. Upon payment to the Executive of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Executive under this Agreement, except as required by applicable law or any Award Agreement.

For Good Reason. The Employee may terminate this Agreement and Employee's employment hereunder for "Good Reason" (as hereinafter defined). For purposes of this Agreement, "Good Reason" shall mean any one of the conditions set forth below, so long as # Employee has provided written notice to the Company of the existence of such condition within sixty (60) days of its initial existence, # the Company has not remedied the condition caused by the occurrence within ten (10) business days of such notice, to the extent such condition is capable of being cured, and # the Employee terminates his employment within thirty (30) days after the end of such ten (10) business day period to remedy such condition. The following conditions will constitute "Good Reason": # a material diminution in the Employee's duties, responsibilities or authority provided the appointment of a Chief Financial Officer by the Company and the change in title and responsibilities of Employee as a result thereof to a position of Senior Vice President of the Company or [[Company:Organization]], LLC will not constitute Good Reason; # a breach of a material term of this Agreement by the Company; # the Company reduces the Employee's Base Salary as in effect from time to time, without the Employee's prior written consent; # the Company requests that the Employee participate in an unlawful act; and # a relocation of the Employee’s work location outside of Manhattan.

For Good Reason. If the Employee terminates this Agreement and the Employee's employment for Good Reason, the Company shall pay to the Employee the sum of: # the greater of # the Employee's Base Salary for the remainder of the Term and # twelve (12) months’ Base Salary; # the Bonus for the year prior to the year in which the termination occurs, to the extent unpaid; and # the Bonus for the year in which the termination occurs, based on actual performance and prorated based on the number of days in such year prior to the date of termination. Items [(1) and (2) above] shall be paid in accordance with the Company's payroll practices in effect from time to time, but not less frequently than monthly, and Item # above shall be paid in the calendar year following the year with respect to which the Bonus relates, at the same time that such bonuses are paid to other Company executives; provided, however, the Employee is not in violation of any provision of Section 7. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.

Resignation for Good Reason. Executive may terminate his or her employment under this Agreement immediately upon a showing of “Good Reason,” which for purposes of this Agreement shall mean # a reduction by the Company in Executive’s Base Salary beyond what is permitted by Section 3 (a); # a material diminution of Executive’s duties and responsibilities such that such duties and responsibilities, when viewed in the aggregate, are not at least commensurate with those duties and responsibilities normally associated with and appropriate to his position; # the relocation of Executive’s principal place of employment to a geographic location more than fifty (50) miles from the Company’s headquarters or from the Company’s Broomfield location as of the Effective Date; or # any material breach by the Company of its obligations to Executive hereunder. In the event that Executive believes that circumstances constituting “Good Reason” have occurred and Executive wishes to terminate his employment as a result of such occurrence, Executive must provide the Company written notice within 3 days from the initial existence of the occurrence. If within 30 days following the Company’s receipt of such notice it corrects the circumstances constituting “Good Reason,” then Executive shall not be entitled to terminate his employment under this Section 8(f) as a result of such circumstances. Furthermore, Executive shall not be entitled to terminate his employment under this Section 8(f) as a result of any circumstances constituting “Good Reason” unless his resignation occurs within 30 days following the expiration of the Company’s cure period.

Termination for Good Reason. Either Party will have the right to terminate this Agreement upon written notice to the other Party if the terminating Party reasonably determines, based upon additional information that becomes available or an analysis of the existing information at any time, that the medical risk/benefit of Product is so unfavorable that it would be incompatible with the welfare of patients to Develop or Commercialize or to continue to Develop or Commercialize Product. Prior to any such termination, the terminating Party will comply with such internal review and management approval processes as it would normally follow in connection with the termination of the development and commercialization of its own products for safety reasons and will present and discuss the findings of such internal review for approval by the Executive Officers.