XENETIC BIOSCIENCE INC. 

EMPLOYMENT AGREEMENT

This Employment Agreement ( " Agreement " ) is entered into as of this 1st day of January 2017 by and between Xenetic Bioscience , Inc. , a Nevada corporation with a principal place of business in Lexington , Massachusetts (the " Company " ) , and Curtis Lockshin , an individual (the " Executive " ).

WHEREAS, the Company and the Executive wish to set forth the terms and conditions for the employment of the Executive by the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable con s ideration the receipt of which is hereby acknowledged, the parties mutually agree as follows:

Section 1. Term of Employment.

(a)            General . The Company will employ Executive, and Executive will be employed by the Company, for the period set forth in Section 1(b), in the positions set forth in Section 2, and upon the other terms and conditions herein provided commencing on January 1st, 2017 (the "Effective Date").

(b)           Term . The Agreement shall become effective on the Effective Date and shall continue unless earlier terminated as provided in Section 7 (the " Term " ). The Executive ' s employment with the Company shall be " at will ," meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason provided that Executive may not voluntarily terminate his employment upon less than ninety days prior written notice delivered to the Company, or upon such shorter notices as Company and Executive agree.

(c)            Location . During the Term , the Executive's principal place of employment shall be in Lexington , MA. The Executive acknowledges that Executive's duties and responsibilities shall require the Executive to travel on business to the extent reasonably necessary to fully perform Executive ' s duties and responsibilities hereunder.

Section 2. Duties and Exclusivity.

(a)           During the Term, the Executive (i) shall serve as Chief Scientific Officer of the Company, with responsibilities , duties and authority customary for such position, subject to direction by the Chief Executive Officer of the Company, (ii) shall report directly to the Chief Executive Officer; (iii) shall devote all the Executive ' s working time and efforts to the business and affairs of the Company and its subsidiaries ; and (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time. The Executive's duties, responsibilities and authority may include services for one or more subsidiaries of the Company.

(b)       Notwithstanding anything to the contrary in Section 2(a) above, the Executive may (i) serve as a director , trustee or officer or otherwise participate in not-for-profit educational, welfare , social , religious and civic organizations. During the Term, Executive shall not accept any other employment or consultancy or serve on the board of directors or similar body of any entity unless such position is approved by the Chief Executive Officer .

(c)           Exclusivity. The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Exec uti ve's duties hereunder do not and shall not constitute a breach of , conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or po li cy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive i s sub ject; (ii) that the Executive has no information (including, without limitation, confidential information and trade secre t s) relating to any other Person which would prevent, or be violated by , the Executive entering into this Agreement or carrying out his dutie s hereunder ; (iii) the Executive is not bound by any agreement with any previous employer or other party to refrain from (A) competing with the business of, or (B) so li citing the customers of, that employer or party, in each case , which would be violated by your employment with the Company; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representat i ons and warranties of the Ex ecutive set forth herein and the Exec uti ve consents to such reli ance.

(d)           Deemed Resignation . Upon termination of Executive's employment for any reason, Executive sha ll be d eemed to have resigned from all offices, if any, then held with the Company or any of its s ubs idiari e s, and , at the Company's reque st, Executive shall execute such documents as are neces sa ry or desirab l e to effectuate such resignations.

Section 3. Compensation .

(a)            Salary . In consideration of all of the services rendered by the Executive under the term s o f this Agreement, the Company shall pay to t h e Executive a base salary at t h e annualized rate of Two Hundred Fifty Thousand Dollars United States $250,000.00 p er annum, l ess payroll d ed uctions and all required withho ldi ngs. Execut ive ' s Base Sa l ary sha ll be subject to annual review and upward adjus tm ent on l y by the Board of Director s of the Company (the " Boa rd " ) or a committee thereof, beginning in fiscal 20 1 7. The Base Salary shall be paid in accordance with the customary payroll practices of the Company in effect from time to time. The Executive's salary, as adjusted from time to time under this Section 3(a) , is referr ed to as ( " Base Sa l ary").

(b)            Annual Bonus . With respect to each Company fiscal year that ends during the Term , commencing with fiscal year 2017, the Executive shall be eligible to receive an annual performance-ba se d cash bonus (the "Annua l Bonus " ) w hich s hall be payable based up on the attainment of individual and/or Company performance goa l s established by the Board or a committee thereof. The target amount of such Annual Bonus sha ll equal 35% of Execut i ve ' s Base Salary in the year t o w hi ch the Annual Bonus relates, pro v ided that the actual amount of the Annua l Bonus may be grea ter or l ess t h an s uch target amount (the " Target Bonu s"). Each A nnu a l Bonus , if any, for a fiscal year shall be payable, less payroll deductions and all required withholdings, not later than the fifteenth day of the third month following the end of s u ch year. Except as provided in Section 7, notwithstanding any other provision of this Section 3(b), no bonus s h a ll be payable with respect to a Company fiscal year unless the Executive remains continuo u s l y emp l oyed with the Company until th e l ast day of suc h year.

(c)            Reimbursement of Expenses . The Company wi ll promptly reimburse Executive for all reasonable out - of-pocket b u siness expenses that are incurred by Executive in furtherance of the Company 's bus ine ss in acco rd ance wit h th e Company ' s policies with respect thereto as in effect from time to time. The Executive sha ll be reimbursed by the Company for the reasonable attorneys ' fees and costs in cu rr ed by him in connection with the negotiation and preparation of this Agreement (and related equity award documentation) , up to a maximum of $3 , 000 provided that the Executive shall submit invoices to the Company within ninety (90) days of incurrence of the expense, and the Company s hall reimburse Executive within sixty (60) days thereafter.

(d)            Fringe Benefits. In addition to any benefits provided by thi s Agreement, Executi v e shall be en t itled to participate generally in all employee benefit , welfare and other plans, practices, policies and programs and fringe benefits maintained by the Company from time to time on a basis no less favorable than tho s e provided to other s imilarly-situated executives of the Company. The Executive understands that, except when prohibited by applicable law, the Company's benefit plans and fringe benefit s may be amended, enlarged , diminished or terminated prospectively by th e Comp a ny from time to time , in its sole discretion , and that such shall not be deemed to be a breach of this Agreement.

(e)            Vacation . Executiv e shall be entitled to accrue four (4) week s of paid vacation day s p e r year in accordance with and s ubject to the term s of th e Company ' s vacation policy applicable to other executive officers of the Company , as it may be amended pro s pecti v ely from time to time .

Section 4. Insurance; Indemnification.

During Executive ' s employment with the Company, the Company shall maintain the insurance it currently has with resp e ct to (i) director s ' and officers' liability , (ii) error s and omi s sion s and (iii) general liability insurance providing coverage to Executi v e to the same extent as other senior executives of the Company. E x ecutive ' s coverage under s uch in s urance shall terminate upon Executive ' s leaving of the Company's employ for any reason . The Executive will be entitled to indemnification with respect to Executive ' s s ervice s provided hereunder pur s uant to Nevada law , the terms and conditions of Company 's articles of incorporation and / or bylaws , Company' s director s and officers ( " D&O " ) liability in s urance policy , and Company ' s standard indemnification agreement for directors and officer s a s execut e d by Company and Executive.

Section 5. Equity Awards.

(a)            Initial Grant . As incentive to enter into and undertake employment pursuant to this Agreement, the Company shall grant to Execu t ive on th e Effective Date a non-qualified s tock option to purcha s e 175 , 000 share s of common s tock of the Company (the " Option " ) under the Company 's Equity Incentive Plan , effective January 23 , 2014 (the " Plan " ) at an exercise price equal to the fair market value of the Company ' s common s tock on the grant date. The Option shall vest one-third upon th e firs t anniversary of the Effective Date , one-third upon the second anniversary of the Effective Date and one-third upon the third anniversary of the Effective Date, provided the Executive remain s employed with the Company on the applicable vesting date and further provided that, in the event of a Change in Control, as def ined in the Plan, while Executive is employed by the Company any unvested portion o f the Option shall ve s t immediately upon the Change in Control. [Notwithstanding the foregoing in no e vent may (i) Executive exercise 87 , 500 shares with respect to the Option (the " Unapproved Portion " ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan s hall include provision for the issuance of shares of common stock underlying the Unappro v ed Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of the Option) and of no further force and effect.] The Option shall be evidenced in writing b y, and subject to the terms and conditions of, the Plan and , excep t as otherwi s e set forth herein , the Company ' s standard form of stock option agreem e nt , which agreement shall expire ten (10 ) years from the date of grant except as otherwise provided herein, in the s tock option agreement or the Plan.

(b)           Sale of Shares . Executive agrees that he will not loan or pledge any securities of the Company owned by him or which h e m ay accrue in the future through Options or other equity awards as collateral for any indebtedne ss.

Section 6. Compliance with Company Policy.

During the Term, the Executive shall observe all Company rules, regulations, policies , procedures and practices in effect from time to time , including, without limitation, s uch policies and procedure s as are contained in the Company policy and procedures manual, as may be amended or superseded from time to time.

Section 7. Termination of Employment.

Executive's e mployment with th e Company ma y b e terminat e d during Term of this Agreement for any of the following reasons:

(a)            By The Company For Cause . At any time during the Term, th e Company may terminate Executive's employment hereunder for Cause. For purpo s e s of this Agreement, "Cause" shall mean the occurrence of any of the following events, as determined by the Board or a committee designated b y the Board, in it s so le discretion: (i) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties , including , without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by Executive of a felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or conduct by Exec utive that would reasonably be expected to result in material injury to the Company if he were retained in his position; (iii) continued, willful and deliberate non-performance by Executive of his duties hereunder (other than by reason of Executive's physical or mental illnes s , incapacity or disability) which ha s continued for more than thirty (30) day s following written notice of such non-performance from the Company; (iv) a material breach by Executive of any of the provisions contained in Paragraph 7 of this Agreement; (v) a material violation by Executive of the Company ' s employment policies which has continued for more than thirty (30) day s following written notice of such v iolation from the Company; or (vi) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being in s tructed b y the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produc e document s or other materials.

At any time during the Term , the Company may terminate Exec utive ' s employment hereunder without Cause.

At any time during the Term, Executive may terminate his employment hereunder for any r easo n, including but not limit e d to Good Rea so n. For purposes of this Agreement , " Good Rea so n " s hall mean that Executive has complied with the " Good Rea so n Proces s" (hereinafter defined) following the occurrence of any of the following events: (i) a substantial diminution or other substantive adverse change , not consented to by Executive , in the nature or scope of Executive ' s responsibilitie s , authorities, powers, functions or dutie s; (ii) a breach by the Company of any of its other material obligations under this Agreement , including but not limited to failure of t he Company to make any material payment or provide any material benefit under this Agreement, or (iii) a change in the geographic location at which Executive must perform his services as provided under this Agreement to a location more than fifty miles from the location set forth in this Agreement; provided that, a change in the employment of Executive to another affiliate of Company does not in and of itself constitute " G ood Reason." " Good Reason Process " shall mean that (A) Executive reasonably determines in good faith that a " Good Rea so n " event has occurred; (B) Executive notifies the Company in writing of the occurrence of the Good Reason event within ninety (90) days of the occurrence of such event; (C) Executive cooperates in good faith with the Company's efforts , for a period not less than sixty (60) days following such notice , to modify Executive ' s employment situation in a manner acceptable to Executive and Company; (D) notwithstanding such efforts , one or more of the Good Reason events continues to exist and has no t been modified in a manner acceptable to Executive; and (E) Executive terminates hi s employment no later than sixty (60) days after the end of the sixty (60) day cure period . If t he Company cures the Good Reason event in a manner acceptable to Executive during the sixty (60) day period , Good Reason shall be deemed not to have occurred.

In the event the Company terminates Executive's employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a " Release of Claims " ) within a reasonable period of time specified by th e Company and in compliance with applicable law , following such termination, then in addition to any accrued obligations payable under Section 7(e)(i) below, the Company shall:

(i) Pay to the Executive one year of Executive's Base Salary , less payroll deductions and all required withholdings, paid over time in accordance with the Company's payroll practice s then in effect; and

(ii)  The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive 's date of termination pursuant to the provi s ions of applicable law including , but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA " ). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive' s covered dependents, l ess the amount of Executive's monthly premium contributions for such coverage prior to termination , for the period commencing on the first day of the first full calendar month following such employment termination through the earlier of (i) the last day of the month for twelve (12) full calendar months ( such period consistent with the severance payment period se t forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable ; and (ii) the date Executive and Executive ' s covered dependents , if any , become eligible for healthcare coverage under another employer ' s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a s ubsequent employer. After the Company ceases to pay premiums pursuant to this subsection,

Executive may , i f e li gib l e , elect to conti nu e healthcare coverage at Exec uti ve's expense in accordance the provisions of COBRA or othe r app l icable l aw.

For purpos es o f thi s Sect io n 7( d) , Executive ' s termination of employment at the end of th e Term following an earlier notice of nonrenewal by the Company sha ll be treated as a termination o f the Execu ti ve' s emp l oyment by the Company without Ca u se as of the l ast day of the Term.

(e)            U p o n a t e rmination of the Exec uti ve's emp l oyme nt for a n y reason , ( i ) the Exec uti ve sha ll be entitled t o receive: (A) any portion of th e Executive's Ba s e Salary throug h the date of employment termination not theretofore paid, (B) any expenses owed to the Executive under Sect i on 3(c) above, (C) any accrued but unused vacation pay owed to the Executive pursuant t o Sec ti o n 3(e) above , and (D) any a mount arising from th e Execu ti ve's participation in , or benefits under , a n y e mpl oyee benefit plans , programs o r arrangements under Section 3(e), which amounts s h a ll be payab le in accordance with the term s and condi tion s of s u ch employee benefit plans, programs or arrangemen t s.

(f)             The payments and benefits described in this Section 7 shall be the only payments and benefit s payable in the event of the Execut i ve ' s termination of emp l oyment for any rea so n .

Section 8. Survival of Obligation s.

The obligations of the Executive as se t forth in S ect i on 4 , Sec t ion 7 and Sec ti ons 9 through 1 7 be l ow sha l l sur v i ve the term of this Agreement and the termination of Executive 's emp l o yment hereunder regardle ss of the reason(s ) therefor.

Sect ion 9. Non-Competition and Co nflicting Employment.

(a)            During the Term, the Executive s h all not , directly or indir ec t ly, either as an Executive, employer, employee, consultant, agent , principal, partner , officer , director, shareholder, member, investor or in any other individual or representativ e capac i ty, engage or participate in any business or busine ss related activity of any kind that is in compet iti o n in any manner wha te v er with the business of the Company or a n y busine ss activity r e l ated to th e business in which the Company i s n ow in vo l ved or become s inv o l ved during the Executive ' s e mpl oy m e n t. For the se purposes , the curre nt business of the Compa n y i s described in the Co mpan y's pro s p ect u s dated November 1, 2016. The Executive also agrees that , during h is employme nt with the Company, he will not engage in any o ther activities t ha t materia ll y conflict with his ob li gations to the Co mp a n y, it being understood t ha t act i v i ties approved by the Board under Section 2(b) or otherwise in wr i ting sha ll not be considered t o vio lat e t his Section 9(a).

(b)            As a mater ia l inducement to the Company to contin u e the em ployment of the Exec u tive, a n d in order t o protect the Compa n y ' s Confidentia l In format i o n a nd good w ill , th e Executive agrees that:

(i)            For a period of twelve (12) months fo ll owi n g termination of th e Exec uti ve ' s e mpl o yment with the Com p any or it s affil i ates fo r any reason, Exec u t i ve w ill not directly or indirectly so li c it or divert or accept business r elating in a n y ma nn er to Compe tin g Products or t o products, processes or serv i ces of the Company, from any of the custome r s or accounts of the Company w it h w hi ch t he Executive had an y contac t as a result of Exec utiv e's e mpl o yment with th e Company; and

(c)            Fo r a period of twelve ( 12) month s after t e rmin a tion of Executive's e mplo yme nt wit h the Company or its affi li ates for any reason , Executive w i ll not (A) render services directly or indirectly , as an Executive, cons ult ant or otherwise, to any Com p et i ng Organization in connection w i t h research on or the acqu i sition , deve l opm ent , p roduction , distribution, marketing or providing o f any Competing Product, o r (B) ow n any interest i n any Compe tin g Organization excep t a s an investor or s to ck h o lder of more than 2% of the equity secur iti es of any entity:

(i)            " Co mpet i n g P ro duct s " means any produ ct, process, or service of any person or orga n i z at i on ot her than the Compa ny , in existence or und er de ve lopment (a) which is identical to, su b sta n t i a ll y the sa me as, or an adequate s ub s titute for any product, process o r serv i ce of the Company in existence or und er d eve lopm e nt , based on a n y patent or patent a p plica tion ( pro v i s i ona l or otherw i se) , or other intellectual property of the Co mpan y about w hi ch th e Exec uti ve acq ui res Confident i al In formation , a nd (b) w hich i s (or cou ld reasonably be a nti ci p a ted t o be) marketed or distributed in s uch a manner and in s uch a geograp hi c a re a as t o ac tuall y compete with suc h product, process or serv i c e of the Co mp a n y; an d

(ii) " Co mpe t in g Organization " m ea n s any p erson or o r gan i za tion , in c ludin g the Executive, e n gage d in , or about to beco me engaged in, re search on or th e acqu i s ition , development, production, di s t ribution, market ing or pro v idi ng of a Compet in g Product.

(d)           T he parties ag r ee th at the Company is ent i t l e d t o protection of it s interests in these area s . The parties further agree that t h e limit atio n s as t o ti me , geographica l area, a nd scope o f activ it y t o be r estra ined do not imp ose a grea t er restraint up o n Executive th an is necessary to pro t e ct the goodwi ll o r ot h er b usine s s interes t of the Company. The parties further agree that in th e event of a viola tion of thi s Covenant Not To Compete, that the Compa n y sha ll be e ntitl ed to the recovery of d a m ages from Executi v e and injunctive relief against Exec uti ve for th e breach or v iol a ti on or continued bre ac h or violat i on of this Covenant. The Executive agrees that if a court of competent juri s di c tion determines that the length of ti m e or any othe r restriction, or portion thereof, set forth in thi s Section 9 is ove rl y r est ri ctive an d unenforceable, the court may redu ce or mod ify s u ch r e s tricti ons to t ho s e whic h it deems r easonab le and enforceable und e r the circumstances, and as so reduced o r modified, the p ar ti es her e t o agree th a t the rest ri ctions of this Section 9 sha ll remain i n full fo r ce and effect. T he Executive further agrees that if a court of co mpetent jurisdiction determines that any provision of this Section 9 i s invalid or aga i nst public policy, the r emain in g provisions of thi s Section 9 and the remainder of this Agreement sha ll not be affec ted thereby, a nd shall remain in full force and effect.

Section 10. Confidentiality .

(a)            Executive recognizes a nd acknow l e d ges th at he will ha ve access to certain in format i o n of member s of t he Company and that s u ch information is co nfidenti a l an d constitutes va lu a bl e , spec ial a nd unique p ro pert y of such members of the Company. T he parties agree that th e Co mp any h as a leg itim a te inter est in protecting the Confiden tial In fo rmation , as defined below. The partie s agree th at the Company i s entitled t o protection of its intere sts in t he Confi d e n t i a l Inform at i on . Th e Ex ec uti ve sha ll not at any t ime , either during hi s employment and for seve n (7) years after the te rmination of hi s empl oymen t with the Company for any reason, or indefinitely to t h e ex t e nt the Co nfidenti a l Informati on constitutes a trade secret under a ppl ic able l aw, disclose to others, use , copy or permit to b e copied, excep t in pur s ua nce of his duties for and on beh a l f of t he Company, i ts successors , assig n s or nominee s, any Confidential Inform a t ion of any member of the Company (r egard l ess of w h ether developed b y the Exec utive) without the prior written consent of the Company. Exec uti v e acknowledges that the u se or disclosure of the Confidential Information to anyone or any third party could cause monetary loss and damages to the Company as well as irreparable harm. The partie s further agree that in the event of a violation of this covenant against non-use and non-disclosure of Confidential Information, t hat the Company shall be entitled to a recovery of damages from Executive and/or to obtain an injunction against Executive for the breach or violation, continued breach , threatened breach or violation of thi s covenant.

(b)           As used herein, the term " Co nfidential Information" with respect to any person means any secre t or confidential information or know-how and sha ll include, but shall not be limited to, plans , financial and operating information , customers, s upplier arrangements, contracts, costs, price s, uses, a nd applications of products and s ervices, results of inve s tigation s, studies or experiments owned or used by such person , and all apparatus, products , process es, compositions, samples, formulas, computer programs, computer hard wa r e de sig n s, computer firmware designs, and servicing, marketing or manufacturing methods and techniques at any tim e used, developed , inve st igated , made or so ld by suc h person, before or during the term of thi s Agreement, that are not readily available to the public or that are maintained as confidential by s uch person. The Executive s hall maintain in confidence any Confidential Information of third parties received as a re s ult of hi s employment with the Company in accordance with the Company's obligations to such third partie s a nd the policies established by the Company.

(c)            As used herein , "Co nfidential Information" with respect to the Company means any Company proprietary information, technical data, trade secrets, know-how or other business information disclosed to the Executive by the Company either directly or indirectly in writing, orally or by drawings or inspection or unintended v iew of parts, equipment, data, documents or the like , including, without limitation:

(i) Medical and drug re s earch and testing results and information , research and development techniques, processes, methods, formulas , trade secrets, patents , patent applications , computer programs , software, electronic codes, mask works, inventions, machine s, improvements, data, formats, projects and re searc h project s;

(ii) Information about costs, profits , markets , sales, pricing, contracts and lists of customers, distributors and/or vendors and business , marketing and/or strategic plan s;

(iii)   Forecasts, unpublished financial information, budgets , projections, and customer identities , characteristics and agreements as well as all business opportunities, conceived, designed, devi se d, developed, perfected or made by the Executive whether alone or in conjunction with others, and related in any manner to the actual or anticipated bu s iness of the Company or to actual or anticipated areas of re searc h and development; and

(iv) Executive personnel files and compensation information.

(d)            Notwithstanding the foregoing, Confidential Information as defined in Sections 1 O(b) and (c) does not include any of the foregoing items which (i) has become publicly known or made generally available to the public through no wrongful act of Executive; (ii) has been disclosed to Executive by a third party having no duty to keep Company matter confidential; (iii) has been developed by Executive independently of employment with the company; (iv) has been disclosed by the Company to a third party without restriction on di s closure; (v) has been disclosed with the Compa ny 's written consent , or (vi) the Company's in vestors, s har eho lder s and other capital so urce s .

(e)            Executive h ere b y acknowledges and agrees that all Confidential Information shall a t all tim es remain the property of the Company.

(t) Exec uti ve agrees that Executive will not improperly use or disclose any Confidential Information, proprie ta ry information or trade secrets of any former e mployer or other person or ent ity or entity w ith which Execu ti ve has an agreement or duty t o keep in confidence information acqu ir e d by Executive and tha t Execut i ve w ill not brin g onto Company premises any unpublished document or proprietary information belonging to any such employer , person or entity unless consented to in writing by such employer, person or entit y.

(g)           Execu ti ve recognizes that th e Co mpan y h as received and in the future will receive from third pat1i es th e ir co nfidential or proprietary information s ubject to a dut y on the Company's part to maintain the confidentiali ty of s u ch information a nd to u se i t on ly for certain limited purposes. Executive agrees to hold all suc h confidential or proprietary information in the s trictest of confidence and not to di s clo se it to any person , firm or ent i ty or to use it except as necessary in carrying out Exec utiv e 's work for the Compa ny consistent with Company ' s agreement with suc h third party.

(h)           Executive repre se nt s and warrants that from the tim e of the Executive's first contact with the Company, Executive ha s held in s trict confidence all Confidential Information and ha s not disclosed a n y Confidential Information directl y or indirectly to anyone outside the Company, or used , copied, p ub li s hed or sum marized any Confidential Information, except to th e extent otherwise permitt ed under the terms of thi s Agreement.

(i)            Executive w ill not disclos e to th e Company or use on its behalf a ny confidential information belonging to others and E xec uti ve will not bring onto the premi ses of the Company any con fid en tial information belongin g to any such party unless consented to in writing by s uch party.

Section 11. Inventions.

(a)            Attached hereto as Exhibit A i s a li s t de scribing all ide as, processes, trademarks, service marks, inventions, designs, te c hnologi es, co mput er hardware or softwa re , original works of authorship, formulas, discoveries , patents, copyrights, copyrightable works, products , marketing and business ide as, and all impro vements, know-how, data rights, and claim s rela t ed to the for ego ing, whether or not patentable, registrable or copyrightable, which were conceived, developed o r crea ted b y Executive prior to Executive's e mployment or first contact with Company (collectively referred to herein as " P rior In ve ntion s" ), (A) which belong to Executive, (B) which relate to th e Com pany ' s c urrent or contemplated bu s iness , products o r research and development, and (C) which are not assigned to the Company hereunder. If there i s no Exh ibit A or no item s thereon, the Ex ecutive repr ese nt s that there are no such Prior Invention s. If in the course of Executive's em plo y ment w ith the Company, the Executive incorporat es or embodies into a Company produ c t , service or process a Prior In ven tion owned by the Exec utive or in which the Executive has a n inter est, the Company is hereb y granted and s hall hav e a non-exclusive, royalty free, irrevocable, perpetual , world-wide licen se to make , have made , modif y, use and sell such Prior Invention as part of or in connection with such product, service or proce ss .

(b)            Executive agrees that Executive wi ll promptly make full, written disclosure to the Company and will hold in trust for the sole right and benefit of the Company, and the Execu ti ve h e r eby assigns to the Company, or its designee , all of the Exec utive' s rig ht , title and interest in and to any and all ideas , process, trademark s , serv i ce marks, inventions, designs, technolo gies, computer hardware or software, original works of authorship, formulas, discoveries , patents , copyrights, copyrightable works , products , marketing and business ideas, and all improvements, know-how, data, rights and claims related to the foregoing, whet her or not patentable, registrable or copyrightable , which Exec utive may, on or after the Effective Date of this Agreement , so lel y or jointly with others conceive or develop or reduc e t o practice, or cause to be conceived or developed or reduced to practice, during the period of time the Executive is in the employ of the Company (collectively r eferred to he r e in as " Intellectual Property Item s " ) ; and the Executive further agrees that the foregoing shall also apply to Intellectual Property Items which relate to the business of the Company or to the Company's anticipated bu s ine ss as of the end of the Executive's employment and which are conceived , developed or reduced to practice during a period of one year after the end of such employment. Without limiting the foregoing, the Executive further acknowledges that all original works of authorship which are made by Executive (so lely or jointly with others) within the scope of Exec utive ' employment and which are protectable by copyright are works made for hire as that term i s defined in the United Stated Copyright Act.

(c)            Executive agrees to keep and maintain adequate and current written records of all Intellectual Property It ems made by Executive (solely or jointly w ith others) during the term of Executive's employment with the Company. The records will be in the form of notes , sketches , drawings and any other format that may be specified by the Company . The r eco rd s w ill be available to, and remain the so le property of, the Com pany at all times.

Section 12. Return of Company Property.

Executive agrees that, at any time upon reque st of the Company, and, in any event, at the time of leaving the Company's employ, Execu tive will deliv e r to the Company (and will not keep originals or copies in Executive's possession or deliver them to anyone e l se) any and all de v ice s , record s, data, notes, reports, proposals, li s t s, correspondence, specifica tions, drawings, blueprints, sketches, material, equipment or other documents or property, or reproduction of any of the aforementioned items, co ntaining Confidential Information or otherwise belonging to the Company, its successors or assigns, whether prepared by the Executive or supplied to the Executive by the Company. Notwithstanding the foregoing, it is und e rstood that name s and contacts in the Executive's address book acquired both prior to and during employment, including shareho lder s of the Company, will remain property of the Executive who will not be restricted from doing business with them subject to the limitation s Sections 10 and 14 hereof and applicable law.

Section 13. Non-Solicitation.

Executive agrees that Executive shall not , during Executive ' s employment or other invol vemen t with the Company and for a period of twelve ( 12) months immediately following t h e term inati o n of the Executive ' s employment with the Company , for any reason, whether with or without cause, (i) either directly or indir ect l y solicit or take away, or attempt to sol icit or take away executives of the Company, either for th e Executive's own business or for any other person or entity and/or (ii) either directly or indirectly r ecruit, so licit or otherwise induce or influence any investor , lessor , supplier, customer, age nt , representative or any ot her person which has a bu siness relationship with the Company to di scontin ue , reduce or modify such employment, agency or business relationship with the Company.

Section 14. Publications.

Executive agrees that Executive will, in advance of publication, provide the Company with copies of all writings and materials which Executive proposes to publish during the term of Executive's employment and for twenty-four (24) month s thereafter. Executive also agrees tha t Executive will, at the Company's request and sole discret ion , cause to be deleted from such writings and materials any information the Company believes discloses or will disclose Confidential Information. The Company ' s good faith judgment in these matters will be final. The Executive will also , at the Company' request and in its sole discretion, cause to be deleted any reference whatsoever to the Company from such writings and materials.

Section 15. Equitable Remedies.

Executive agrees that any damages awarded the Company for any breach of Sections 9 through 14 of this Agreement by Executive would be inadequate. Accordingly, in addition to any damages and other rights or remedies available to the Company, the Company shall be entitled to obtain injunctive relief from a court of competent jurisdiction temporarily , preliminarily and permanently restraining and enjoining any such breach or threatened breach and to specific performance of any such provision of this Agreement. In the event that either party commences litigation against the other under this Agreement the prevailing party in said litigation shall be entitled to recover from the other all costs and expenses incurred to enforce the terms of this Agreement and/or recover damages for any breache s thereof, including without limitation reasonable attorneys ' fees.

Section 16. Representations and Warranties.

(a)            Executive represents and warrants as follows that: (i) Executive has no obligations, legal or otherwise , inconsistent with the terms of this Agreement or with the Executive's undertaking a relationship with the Company; and (ii) Executive has not entered into, nor will Executive enter into, any agreement (whether oral or written) in conflict with this Agreement.

(b)           The Company represents and warrant s to the Executive that this Agreement and the Options grant have been duly authorized by the Company's Board of Directors and are the valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Section 17. Miscellaneous.

(a)            Entire Agreement. This Agreement, the exhibits attached hereto, and the Options granted concurrently herewith under Section 5(a) hereof, contain the entire understanding of the parties and supersede all previous contracts, arrangements or understandings, express or implied, between the Executive and the Company with respect to the subject matter hereof or his engagement by the Company as Chief Scientific Officer. No agreement s or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in thi s Agreement or in the attached exhibits.

(b)            Section Headings . The section heading s herein are for the purpose of convenience only and are not intended to define or limit the contents of any section.

(c)            Severability . If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part , the remainder of this Agreement shall be amended to provide the parties with the equivalent of the same rights and obligations as provided in the original provisions of this Agreement.

(d)            No Oral Modification; Waiver or Discharge. No provisions of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing sign ed by the Executive and such officer as may be designated by the Board of Director s of the Company to execute suc h a waiver, modification or discharge. No waiver by either party hereto at any time of any breach by the other party hereto of, or failure to be in compliance with, any condition or provi s ion of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.

(e)            Invalid Provision s . Should any portion of thi s Agreement be adjudged or held to be invalid , unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the par t ie s hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be s tricken from this Agreement to the extent required for the purpose s of validity and enforcement

(f)             Execution In Counterparts. The parties may sign this Agreement in counterparts , all of which s hall be considered one and the same instrument. Facsimile transmissions, or electronic transmissions in .pdf format, of any executed original document and / or retransmission of any executed facsimile or .pdf transmission shall be deemed to be the same as the delivery of an executed original of this Agreement.

(g)            Governing Law And Performance . This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provi s ion or rule (whether of the Commonwealth of Ma ssac husetts or any other juri sdic tion) that would cause the application of the law of any jurisdiction other than the Commonwealth of Massachusetts . Any legal action or proceeding with respect to thi s Agreement sha ll be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts . By execution and deli very of this Agreement, each of the partie s hereto accepts for itself and in respect of it s property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. ANY ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A JURY TRIAL THEREOF.

(h)            Successor and Assigns . This Agreement shall be binding on and inure to the benefit of the s ucce s s ors in interest of the parties, including , in the case of the Executive, the Executive's heirs , executors and estate. The Executive ma y not assign Executive's obligations under this Agreement. Any successor to the Company (whether direct or indirect and whether by purchase, merger , consolidation , liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under thi s Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section l 7(h) or which becomes bound by the terms of this Agreement by operation of law.

(i)             Notices . Any notices or other communications provided for hereunder may be made by hand, by ce rtified or registered mail, postage prepaid, return r eceipt requested, or by nationally recognized express courier services provided that the same are addressed to the party required to be notified at its address first written above, or such other address as may h ereafter be estab l ished by a party by written notice to the other party. Notice sha ll be considered accomp li shed on the date delivered, three days af t er being mailed or one day after deposit w i th the express courier, as app li cable.

Section 18. Section 409A.

(a)            It is intended that any compensation or benefits under this Agreement satisfy, to the greatest exte n t possible, the exemptions from the application of Section 409A of the Internal Revenue Code of l 986 , a s amended ("Sec ti o n 409A " ) provided under Treasury Regulations Sections l. 409A- l (b) , and this Agreement wi ll be construed to the greatest extent poss ible as consistent with tho s e provisions, and t o the extent not so exe mpt , thi s Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A, the Execut i ve's ri ght to receive any in stal lm e nt payments under thi s Agreement shall be treated as a right to receive a ser i es of separate payments and, according l y, each installment payment hereunder s h a ll at all t im es be co n sidered a separate a nd distinct payment. Severance benefits under Section 7(d) shall not commence until the Executive has a " s e paration from service " for purposes of Section 409A .

(b)           To the extent that any reimbursement of expenses or in-kind benefits constitutes defe1Ted co mp ensatio n under Section 409A , suc h reimbursement or benefit shall be provided no l ater than December 3 1 of the year fo ll owing the year in which th e expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

(c)            If the Execut i ve is deemed at the time of hi s separation from service to be a specified employee for purposes of Section 409A(a)(2)(B)(i) of the Code , to the extent delayed commencement of any portion of the compensation a nd benefits to whic h the Executive i s entit l ed under th i s Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)( i) of th e Code , suc h portion of the Executive ' s termination benefits s h a ll be provided to the Executive immediately after the earlier of (A) the expiration of the six - month period measured from the date of the Exec uti ve ' s sepa ratio n from service with the Co mp any (as such term is defined in the Treasury Regulations issued u nde r Section 409A of the Code) or (B) the date of the Executive's death in a lump sum , and any remaining payments due under the Agreement shall be paid as otherwi s e provided herein.

Section 19. Limitation of Payments upon Certain Events .

(a)           Limitation on Payments. Notw ith standing anything in this Agreement to the contrary, if any payment o r distribution Executive wou ld receive pursuant to this Agreement o r ot h e rwi se ( " Payment ") wou ld (a) constitute a " parachute payment " w ithin the me an in g of Section 280G of the Code), a nd (b) but for this sentence, be s ubje ct to the excise t ax imposed by Section 4999 of the Code (the " Excise Tax " ) , th en the Co mpan y s h a ll cause t o be determined , before any amounts of th e Payment are paid to Execut i ve, wh i ch of the fo ll owing a l ternative forms of payment would maximize Executive' s after-tax proceeds: (i) payment in full of the en tire amount of the Payment (a " Full Payment " ) , or (ii) pa y m e nt of only a part of the Payment so that Executive r eceives that largest Payment possible w ithou t being sub j ect to the Excise Tax (a " Redu ced Payment " ) , w hi cheve r of the foregoing amounts , taking into acco unt the applicable federa l , state and l ocal income taxes and the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federa l income taxes whic h could be obtained from a deduction of s uch s t ate and l oca l taxes) , results in Executive ' s receipt , on an after-tax basis, of the greater amount of the Payment, notwithstanding that all or some portion the Payment may be s ubject to the Excise Tax.

(b)           The independent registered public accounting firm engaged by the Company for genera l audit purposes as of the day prior to the date the first Payment is due shall make a ll determinations required to be made under this Section 1 9. If the ind ependent r eg i stered public accounting firm so engaged by the Company is serving as accountant o r auditor for the individual, group or ent it y effect in g the transaction , the Company s h a ll appoint a nationally recognized independent registered public acco untin g firm to make the determinations required hereunder. The Company sha ll bear all expe n ses with respect to the determinations by such independent registered public accounting firm r equired to be made hereunder.

(c)           The independent registered public accounting firm engaged to make the determinations hereunder sha ll provide it s calculations, together w ith detai l ed supporting documentation , t o the Company and Exec ut ive at such time as req ue s ted by th e Co mp a n y or Executive . If the independent registered public accounting firm determines that no Excise Tax i s paya ble wi th respect to a Payment, either before or afte r the applica tion of the Reduced Payment, it s hall furnish the Company and Executive wit h an opinion reasonably acceptable to Execut i ve tha t no Excise Tax wi ll be i mposed with respect to such Payment. Any good faith determinations of the account in g firm made hereunder shall be fina l , binding and conclusive upon the Company and Executive.

IN WITNESS WHEREOF, the part i es hereto h ave executed this Employment Agreement under s eal as of the date and year first above written.