Good Reason Process. “Good Reason Process” means that # Employee reasonably determines in good faith that a Good Reason condition has occurred; # Employee notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; # Employee cooperates in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and # Employee Separates from Service for Good Reason within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, and Employee Separates from Service due to such condition (notwithstanding its cure), then Employee shall not be deemed to have Separated from Service for Good Reason.

Definition of Good Reason Process. For the purposes hereof, “Good Reason Process” shall mean that # Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; # Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first time the Executive becomes aware of the occurrence of such condition; # Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days immediately following the Company’s receipt of such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # Executive terminates Executive’s employment with the Company within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation that is effective within two (2) years following the occurrence of any Company cure period (discussed below) one or more of the following events without Executive’s consent:

GOOD REASON. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any of the following conditions during the Employment Term without the Executive’s express written consent; provided that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: # the Executive gives the Company written notice of the intent to terminate for Good Reason within sixty (60) days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); # the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and # the Executive actually resigns his employment within the first thirty (30) days after expiration of the Cure Period:

Good Reason. For purposes of this Agreement, “Good Reason” for Executive's resignation of his or her employment will exist following the occurrence of any of the following without Executive’s written consent: # material reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive's new duties are substantially reduced from the prior duties (including the assignment of duties and responsibilities inconsistent with the position of Chief Medical Officer or removal of those duties and responsibilities inconsistent with the position of Chief Medical Officer or removal of those duties and responsibilities from Executive as such duties and responsibilities are set forth in the offer letter dated August 23, 2018 by and between Executive and the Company (the “Offer Letter”); # relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than forty-five (45) miles as compared to Executive's then current principal place of employment immediately prior to such relocation; # a reduction of at least 10% of Executive's gross base salary (unless pursuant to a salary reduction program applicable generally to the Company’s executive employees); # a material breach of the Offer letter by the Company; or # any directive by the Company in conflict with Executive’s professional medical obligations or otherwise in violation of law or regulation; provided, that any such event described above shall not constitute Good Reason unless Executive delivers to the Company a notice of termination for Good Reason within thirty (90) days after the initial existence of the circumstances giving rise to Good Reason, within thirty (30) days following the receipt of such notice of termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason, and Executive terminates his or her employment within thirty (30) days following the end of the cure period.

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 term “Good Reason” as used in this Agreement means the occurrence, without Executive’s consent, of # a material reduction in either Executive’s rate of Base Salary (as defined in Paragraph 3(a)) or Executive’s target or maximum bonus percentage (other than a reduction which does not exceed the percentage reduction of an across the board salary or bonus reductions (target, actual or maximum) for management employees); # any material reduction in the position, authority, or office of Executive with respect [[Organization A:Organization]], or in Executive’s responsibilities or duties for Company; # any action or inaction by Company that constitutes a material breach of the terms of this Agreement; or # any relocation of Executive’s principal place of work with Company [[Organization A:Organization]] a place more than fifty (50) miles from Company’s headquarters at the Effective Date; provided, however, that any such occurrence under clauses # – # above shall constitute Good Reason only if # Executive provides notice [[Organization A:Organization]] within thirty (30) days after the occurrence, # Company fails [[Organization A:Organization]] cure such occurrence within thirty (30) days after receipt of notice from Executive, and # Executive terminates employment within thirty (30) days following expiration of the cure period.

GOOD REASON. In order for Employee to resign for Good Reason, Employee must provide written notice to the Company of the existence of the Good Reason condition within thirty (30) days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition and not be required to provide for the benefits described in Section 4(b) above as a result of such proposed resignation if successfully remedied. If the Good Reason condition is not remedied within such thirty (30) day period, Employee may resign based on the Good Reason condition specified in the notice effective no later than thirty (30) days following the expiration of the thirty (30) day cure period. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Employee’s consent: # a material reduction of Employee’s Base Salary not generally applicable to other executive-level employees of the Company, # a material diminution of the Employee’s authority, duties, or responsibilities, # a relocation of Employee’s primary workplace to a location that is more than fifty (50) miles from the location of Employee’s primary workplace as of the date hereof, or # the Company’s material breach of this Agreement.

Good Reason. For purposes of this Agreement, Employee shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Employee’s affirmative prior written consent to such adverse change (which specifically acknowledges Employee’s waiver of the Good Reason condition with respect to the individual action that would otherwise form the basis of a resignation for Good Reason): # a material reduction in Employee’s base salary, bonus opportunity or benefits; # a material reduction in Employee’s title, duties, responsibilities and/or authority; or # relocation of Employee’s principal place of employment to a place other than Santa Barbara, California or fifty (50) mile radius. In order to resign for Good Reason, Employee must provide written notice to the Chief Executive Officer or Human Resources within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee’s resignation, allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Employee must resign from all positions Employee then holds with the Company not later than sixty (60) days after the expiration of the cure period.

Good Reason. For the sole purpose of determining Executive’s right to severance payments and benefits as described above, Executive’s resignation will be for “Good Reason” if Executive resigns within ninety days after any of the following events, unless Executive consents to the applicable event: # a decrease in Executive’s Annual Base Salary, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company, # a material decrease in Executive’s authority or areas of responsibility as are commensurate with Executive’s title or positions, or # the relocation of Executive’s primary office to a location more than 50 miles from the Boston metropolitan area. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: # provided the Company, within 60 days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; and # provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice.