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. For purposes of this Agreement, “Good Reason” will mean any of the following actions taken by the Company without Executive’s prior written consent: # a material adverse change in Executive’s position, title, office or duties or assignment of any significant duties to Executive that are materially inconsistent with the position or offices held by Executive; # Executive no longer serving as a [Section 16] officer or, if the Company’s ultimate parent following a Change in Control is not a public company, not reporting to the Chief Executive Officer of the Company’s ultimate parent; # a decrease in Executive’s aggregate base salary and target Annual Bonus by more than 10% (other than in connection with a broad-based reduction in the base salaries or target annual bonuses of all other officers of the Company); # a relocation that increases Executive’s one-way commute by more than 30 miles; and # any directive by the Company to undertake any action or to omit to take any action in violation of Executive’s professional medical obligations or any law, rule, regulation or Company policy. In order to resign for Good Reason, # Executive must provide written notice to the Company’s Chief Executive Officer within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, # Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, and # if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of such cure period. In addition, in order to resign for Good Reason under [clause (v) above], # the notice described in clause (A) of the foregoing sentence must be accompanied by a written legal opinion from Executive’s legal counsel concluding that such action or omission would be in violation of Executive’s professional medical obligations or any law, rule, regulation or Company policy, and # during the 30-day cure period described in clause (B) of the foregoing sentence, the Company must be provided with an opportunity to discuss in good faith such legal opinion with Executive’s legal counsel.

“Good Reason” means Executive’s resignation from employment with the Company (or successor to the Company, if applicable) due to any of the following actions taken by the Company (or successor to the Company, if applicable) without Executive’s prior written consent thereto: # a material reduction in Executive’s base salary, which the parties agree is a reduction of at least 10% of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s authority, duties or responsibilities; # a relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); and # a breach of a material provision of this Agreement by the Company. Notwithstanding the foregoing, in order to resign for Good Reason, Executive must provide written notice to the Company within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation and 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, Executive’s resignation from all positions Executive then holds with the Company is effective not later than thirty (30) days after the expiration of the cure period.

Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s express written consent: # a material breach of any provision of this Agreement by the Company; # any material reduction by the Company of Executive’s duties, responsibilities, or authority which causes Executive’s position to become materially of less responsibility or authority than Executive’s position as of immediately following the Effective Date; # a material relocation of the Company’s principal place of business of Executive more than 35 miles from Executive’s residence in Manhattan; or # a material diminution in Executive’s base salary (other than in the context of salary or consideration reductions applied in identical percentages to all executive officers of the Company). Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s express written consent: # a material breach of any provision of this Agreement by the Company; # any material reduction by the Company of Executive’s duties, responsibilities, or authority which causes Executive’s position to become materially of less responsibility or authority than Executive’s position as of immediately following the Effective Date; # a material relocation of the Company’s principal place of business of Executive outside of the Southern California area; or # a material (more than 7%) diminution in Executive’s base salary (other than in the context of salary or consideration reductions applied in identical percentages to all executive officers of the Company). Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

“Good Reason” means any of the following are undertaken without Executive’s prior written consent: # a material diminution in Executive’s authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company; # a material reduction by the Company of Executive’s Base Salary (as defined in Section 3.1 below) as in effect immediately prior to such reduction; # a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than thirty-five (35) miles, provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or # any material breach by the Company of any provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless # Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, # to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and # the effective date of Executive’s resignation for “Good Reason” is not later than thirty (30) days after the expiration of the Company’s cure period under subclause (B).

“Good Reason” means without Executive's consent, # a material reduction by Company of Executive's compensation hereunder (which shall be deemed to have occurred if either his Annual Base Salary or target Annual Bonus is reduced by ten percent (10%) or more), other than a temporary reduction that does not impact Executive disproportionately relative to the other executive officers of the Company; # a material diminution in Executive's titles, duties, responsibilities or authority or the assignment to him of any duties or responsibilities inconsistent with Executive's position and status as Chief Financial Officer; # a relocation of Executive’s primary location of employment by more than thirty-five (35) miles from the Company’s current offices in [[Address A:Address]] (except for remote work from Executive’s residence or an office relocation that reduces the distance from Executive’s principal residence); # failure of the Company to obtain a satisfactory written agreement from any successor to all or substantially all of the assets or business of the Company to assume and agree to perform this Agreement within fifteen (15) calendar days after a merger, consolidation, sale or similar transaction; # any purported termination by the Company of Executive's employment otherwise than as expressly described herein, or # any material breach of this Agreement by the Company. In order for a termination to constitute a termination for “Good Reason” hereunder, Executive must give the Company written notice of his intent to resign for Good Reason within ninety (90) days following the date Executive first learns of such Good Reason event, and the Company shall not have cured such Good Reason event within thirty (30) days following receipt of such notice from the Executive and Executive's employment must terminate upon expiration of such thirty (30)-day period.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s prior written consent: # any material and adverse change to Executive’s position, authority, responsibilities, or job location in effect under this Agreement; # any material reduction in base salary or bonus opportunity as provided under this Agreement; # an assignment to Executive of any duties materially inconsistent with Executive’s status as Chief Financial Officer; or # any failure to secure the agreement of any successor entity to fully assume the Company’s obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure period.

Good Reason. “Good Reason” means Executive's termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the following events without Executive’s express written consent: # a material reduction of Executive's duties, authorities, or responsibilities relative to Executive's duties, authorities, or responsibilities in effect immediately prior to such reduction including where such material reduction results solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation); # a material reduction by the Company in Executive’s rate of annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”; # a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than thirty-five (35) miles from Executive’s then present location will not be considered a material change in geographic location; or # the failure of the Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations to Executive under this Agreement. In order for Executive’s termination of his or her employment to be for Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a cure period of thirty (30) days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and Executive must terminate his or her employment within thirty (30) days following the Cure Period.

“Good Reason” for Executive to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events without Executive’s consent: # any material breach of the terms of this Agreement by the Company; # any material restriction or diminution in Executive’s duties or responsibilities; # any change in the location of Executive’s principal place of employment that increases Executive’s one-way commute in excess of fifty (50) miles from Executive’s principal place of employment prior to such change; # any material failure by the Company to pay Executive’s base salary, bonuses that Executive has earned, or benefits that Executive is entitled to receive under Executive’s offer letter or other agreement with the Company, or any material reduction by the Company of Executive’s base salary under Executive’s offer letter or other agreement with the Company, provided, however, that if the Company institutes a Company-wide reduction in salaries, bonuses and benefits for other executive management team members, such reduction shall not be deemed “material” for this definition. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” unless # Executive provides advance written notice of such resignation to the Company within sixty (60) days of the initial occurrence of the event or action giving rise to Good Reason, # such written notice specifies that Executive’s resignation is effective not less than thirty (30) days, nor more than sixty (60) days, after the date of the written notice, and # the Company fails to remedy the basis for Good Reason prior to the date of resignation specified in the written notice.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s affirmative prior written consent to such adverse change (which specifically acknowledges Executive’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 Executive’s base salary of 10% or more in the aggregate during the 12-month period following the closing of a Change in Control; # a 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 materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Company’s Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 60 days after the expiration of the cure period.