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EMPLOYMENT AGREEMENT   This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as  of August 3, 2020  (the “Effective Date”), by and between REGULUS THERAPEUTICS INC., a  Delaware corporation (the “Company”), and DENIS DRYGIN, PH.D. (the “Executive”). The  Company and the Executive are hereinafter collectively referred to as the “Parties”, and  individually referred to as a “Party”.   RECITALS   WHEREAS, the Company desires to employ Executive to provide personal services to the  Company, and wishes to provide Executive with certain compensation and benefits in return for  such services, and Executive wishes to be so employed and to receive such benefits; and   WHEREAS, the Company and Executive wish to enter into this Agreement to define their  mutual rights and duties with respect to Executive’s compensation and benefits.   NOW, THEREFORE, in consideration of the mutual promises and covenants contained  herein, and for other good and valuable consideration, the Parties, intending to be legally bound,  agree as follows:   AGREEMENT   1. EMPLOYMENT. 1.1 Term.  The term of this Agreement shall begin on the Effective Date, and shall continue until terminated in accordance with Section 5 herein.  1.2 Title.  The Executive shall serve in the role of Chief Scientific Officer of  the Company (“CSO”) and shall serve in such other capacity or capacities as the Board of Directors  of the Company (the “Board”) may from time to time prescribe, but only as consistent with the  customary duties of a Chief Scientific Officer.    1.3 Duties.  The Executive shall report to the Chief Executive Officer and shall  do and perform all reasonable services, acts or things necessary or advisable to manage and  conduct the business of the Company and which are normally associated with the position of CSO,  consistent with the bylaws of the Company and as required by the Chief Executive Officer.  1.4 Location.  The Executive shall perform services pursuant to this Agreement  at the Company’s offices located in San Diego, California, or at any other place at which the  Company maintains an office; provided, however, that the Company may from time to time require  the Executive to travel temporarily to other locations in connection with the Company’s business.   Exhibit 10.18 





 






     2. LOYAL AND CONSCIENTIOUS PERFORMANCE.  2.1 Loyalty.  During the Executive’s employment by the Company the  Executive shall devote the Executive’s full business energies, interest, abilities and productive time  to the proper and efficient performance of the Executive’s duties under this Agreement.  2.2 Non-Company Business.    While employed by the Company, Executive  shall not, without the Company’s prior written consent, (i) render to others, services of any kind  for compensation, or engage in any other business activity that would materially interfere with the  performance of Executive’s duties under this Agreement, or (ii) directly or indirectly, whether as  a partner, employee, creditor, shareholder, or otherwise, promote, participate or engage in any  activity or other business competitive with the Company’s business.  Executive shall not invest in  any company or business which competes in any manner with the Company; provided that,  Executive may, without violating this section, own, as a passive investment, shares of capital stock  of a publicly-held corporation that engages in competition if (i) such shares are actively traded on  an established national securities market in the United States, (ii) the number of shares of such  corporation’s capital stock that are owned beneficially (directly or indirectly) by the Executive  represents less than one percent of the total number of shares of such corporation’s outstanding  capital stock, and (iii) Executive is not otherwise associated directly or indirectly with such  corporation or with any affiliate of such corporation.      3. COMPENSATION OF THE EXECUTIVE.  3.1 Base Salary.  The Company shall pay the Executive a base salary at the rate  of $315,000 per year (the “Base Salary”), less payroll deductions and all required withholdings,  payable in regular bi-weekly payments or otherwise in accordance with Company policy.  Such  Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal  year.  3.2 Discretionary Bonuses.  In addition to the Base Salary, the Executive will  be eligible to receive a yearly discretionary merit bonus pursuant to the Company’s annual  performance bonus plan, with a target amount of such bonus equal to up to 50% of Executive’s  Base Salary (the “Annual Bonus”).  Such Annual Bonus shall be prorated for any partial year of  employment on the basis of a 365-day fiscal year. The target percentage for the Annual Bonus is  subject to modification from time to time in the discretion of the Board. Whether Executive  receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be  determined by the Board in its sole discretion based upon the Company’s and Executive’s  achievement of objectives and milestones to be determined on an annual basis by the Board.   Executive must remain an active employee through the end of the applicable performance period,  including through the date of payment, in order to earn an Annual Bonus for that year and any  such bonus will be paid in a lump sum prior to March 15 of the year following the year in which  Executive’s right to such amount became vested.    3.3 Equity Compensation.  Upon Executive’s commencement of employment  with Company and subject to the approval of the Board of Directors or Compensation Committee,  Executive will be eligible for an initial stock option grant to purchase 300,000 shares of the  Company’s common stock at a price equal to the closing price of the stock on the date the options  





 






     are granted.  This stock option is expected to vest over a four-year period (25% will vest after one  year, with the balance to vest in equal monthly installments over the following 36 months  thereafter, subject to Executive’s Continued Service to the Company) and expire ten (10) years  after the grant date.  The stock option will be subject to the terms and conditions set forth in the  Regulus 2019 Equity Incentive Plan (the “Plan”), and the terms and conditions set forth in the  stock option grant notices and option agreements. Executive will be provided confirmation of the  vesting schedule and the applicable Plan documents once employment begins. Notwithstanding  the foregoing or the provisions of any such grant agreements, all outstanding stock options subject  to vesting based on Company performance, that are held by the Executive as of immediately before  a Change in Control, shall become fully vested and exercisable as of immediately before, and  contingent upon the occurrence of, the Change in Control provided that the Executive is employed  with the Company as of such date.  The Board may grant additional stock, stock options, or other  equity awards to Executive in its sole discretion.  3.4 Changes to Compensation.  It is anticipated that the Executive will be  considered on an annual basis for merit increases in base compensation consistent with  performance and market trends but subject to Board approval in its sole discretion.  Subject to  Section 5.3 below, the Executive’s compensation may be changed from time to time in the  Company’s sole discretion based upon Board approved changes to the Company’s operating plan  after considering relevant business conditions.  3.5 Employment Taxes.  All of the Executive’s compensation and payments  under this Agreement shall be subject to customary withholding taxes and any other employment  taxes as are commonly required to be collected or withheld by the Company.  3.6 Benefits.  The Executive shall, in accordance with Company policy and the  terms of the applicable plan documents, be eligible to participate in benefits under any executive  benefit plan or arrangement which may be in effect from time to time and made available to the  Company’s executive or key management employees.  3.7 Vacations and Holidays.  In accordance with Company policies, Executive  shall be entitled to accrue three weeks of paid vacation during each calendar year, subject to  applicable maximum accrual caps; and Executive shall also be entitled to certain paid holidays.   The Company may modify any of its benefit plans or policies, including its vacation and holiday  policies, from time to time in its sole discretion.  3.8 Expenses.  The Company will reimburse Executive for reasonable travel,  entertainment or other expenses incurred by Executive in furtherance or in connection with the  performance of Executive’s duties hereunder, in accordance with the Company’s expense  reimbursement policy as in effect from time to time. For the avoidance of doubt, to the extent that  any reimbursements payable to Executive are subject to the provisions of Section 409A of the  Internal Revenue Code of 1986, as amended (the “Code”): (a) to be eligible to obtain  reimbursement for such expenses Executive must submit expense reports within 45 days after the  expense is incurred, (b) any such reimbursements will be paid no later than December 31 of the  year following the year in which the expense was incurred, (c) the amount of expenses reimbursed  in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d)  





 






     the right to reimbursement under this Agreement will not be subject to liquidation or exchange for  another benefit.  4. DEFINITIONS.    For purposes of this Agreement, the following terms shall have the following meanings:   4.1 Cause. At any time other than during the Change in Control Protection  Period, “Cause” for the Company to terminate Executive’s employment hereunder means the  occurrence of any of the following events:  (i) Executive’s commission of any felony or any crime  involving fraud, dishonesty or moral turpitude under the laws of the United States or any state  thereof; (ii) Executive’s attempted commission of, or participation in, a fraud or act of dishonesty  against the Company; (iii) Executive’s intentional, material violation of any contract or agreement  between the Executive and the Company (including this Agreement) or of any statutory duty owed  to the Company; (iv) Executive’s unauthorized use or disclosure of the Company’s confidential  information or trade secrets; or (v) Executive’s gross misconduct.  During the Change in Control  Protection Period, and notwithstanding the foregoing, “Cause” for the Company to terminate  Executive’s employment hereunder means the occurrence of any of the following events:   (I) Executive’s conviction of any felony or any crime involving fraud, dishonesty or moral  turpitude under the laws of the United States or any state thereof; (II) commission of an intentional  act of fraud, embezzlement or theft by the Executive in the course of Executive’s employment by  the Company; (III) Executive’s intentional, material violation of any contract or agreement  between the Executive and the Company (including this Agreement) or of any statutory duty owed  to the Company which is not remedied within a thirty (30) days’ written notice from the Company  specifying such failure; (IV) Executive’s intentional and unauthorized use or disclosure of the  Company’s confidential information or trade secrets which is materially and demonstrably  injurious to the Company; or (V) Executive’s gross misconduct.  For purposes of item (III) of this  Cause definition, the Executive will have the opportunity to remedy this failure only the first time  that the Company provides notice that Cause exists pursuant to item (III).  4.2 Change in Control. For purposes of this Agreement, “Change in Control”  means: the occurrence of any one or more of the following events:   (i) any person (within the  meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other  than Ionis Pharmaceuticals, Inc. or Alnylam Pharmaceuticals, becomes the owner, directly or  indirectly, of securities of the Company representing more than 50% of the combined voting power  of the Company’s then outstanding securities (other than in connection with a transaction involving  the issuance of securities by the Company the principal purpose of which is to raise capital for the  Company); (ii) there is consummated a merger, consolidation or similar transaction to which the  Company is a party and the stockholders of the Company immediately prior thereto do not own  outstanding voting securities representing more than 50% of the combined outstanding voting  power of the surviving entity immediately following such merger, consolidation or similar  transaction or more than 50% of the combined outstanding voting power of the parent of the  surviving entity immediately following such merger, consolidation or similar transaction; or (iii)  there is consummated a sale, lease, exclusive license or other disposition of all or substantially all  of the consolidated assets of the Company and its subsidiaries, other than a sale, lease or other  disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries  





 






     to an entity more than 50% of the combined voting power of which is owned immediately  following such disposition by the stockholders of the Company immediately prior thereto.  4.3 Complete Disability. “Complete Disability” shall mean the inability of the  Executive to perform the Executive’s duties under this Agreement because the Executive has  become permanently disabled within the meaning of any policy of disability income insurance  covering employees of the Company then in force.  In the event the Company has no policy of  disability income insurance covering employees of the Company in force when the Executive  becomes disabled, the term Complete Disability shall mean the inability of the Executive to  perform the Executive’s duties under this Agreement by reason of any incapacity, physical or  mental, which the Board, based upon medical advice or an opinion provided by a licensed  physician acceptable to the Board, determines can be expected to result in death or expected to last  for a continuous period of more than 12 months.  Based upon such medical advice or opinion, the  determination of the Board shall be final and binding and the date such determination is made shall  be the date of such Complete Disability for purposes of this Agreement.  The Company shall act  upon this Section in compliance with the Family Medical Leave Act (if applicable to the  Company), the Americans with Disabilities Act (as amended), and applicable state and local laws.  4.4 Good Reason.  At any time other than during the Change in Control  Protection Period, “Good Reason” means the occurrence of any of the following events without  the Executive’s consent; provided however, that any resignation by the Executive due to any of  the following conditions shall only be deemed for Good Reason if: (i) the Executive gives the  Company written notice of the intent to terminate for Good Reason within 90 days following the  first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which  notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such  condition(s) within 30 days following receipt of the written notice (the “Cure Period”) of such  condition(s) from the Executive; and (iii) Executive actually resigns his employment within the  first 15 days after expiration of the Cure Period: (a) a material breach of this Agreement by the  Company; (b) a material reduction by the Company of the Executive’s Base Salary as initially set  forth herein or as the same may be increased from time to time; (c) a material reduction in the  Executive’s authority, duties or responsibilities; or (d) the Company relocates the facility that is  the Executive’s principal place of business with the Company to a location that requires an increase  in the Executive’s one-way driving distance by more than thirty-five (35) miles.  For purposes of  the foregoing Good Reason definition, the Company will have the opportunity to remedy the Good  Reason condition only the first time that the Executive provides notice that Good Reason exists.   During the Change in Control Protection Period, and notwithstanding the foregoing, “Good  Reason” means the occurrence of one of the following without Executive’s express, written  consent: (I) a significant reduction of Executive’s duties, position or responsibilities (including,  without limitation, any negative change in reporting hierarchy involving the Executive or the  person to whom Executive directly reports), or Executive’s removal from such position and  responsibilities; (II) a reduction by the Company in Executive’s (A) Base Salary or target annual  bonus as in effect immediately prior to such reduction, or (B) a change to the timing associated  with long-term incentive awards or a reduction in the annual grant date fair value of such awards  relative to the highest fair value award granted to Executive during the three (3)-year period prior  to a Change in Control; (III) a material reduction by the Company in the kind or aggregate level  of employee benefits to which Executive is entitled immediately prior to such reduction with the  result that Executive’s overall benefits package is significantly reduced; (IV) Executive is  





 






     requested to relocate (except for office relocations that would not increase Executive’s one way  commute by more than thirty-five (35) miles); or (V) the failure of the Company to obtain the  assumption of this Agreement pursuant to Section 7.  During the Change in Control Protection  Period, any good faith determination of Good Reason by the Executive shall be binding on the  Company provided the Company does not remedy the occurrence giving rise to Good Reason  within thirty (30) days’ written notice thereof from the Executive.  5. COMPENSATION UPON TERMINATION.  5.1 Death Or Complete Disability. If the Executive’s employment with the  Company is terminated as a result of Executive’s death or Complete Disability, the Company shall  pay to Executive, and/or Executive’s heirs, the Executive’s Base Salary and accrued and unused  vacation benefits earned through the date of termination at the rate in effect at the time of  termination, less standard deductions and withholdings, and the Company shall thereafter have no  further obligations to the Executive and/or Executive’s heirs under this Agreement.   5.2 With Cause or Without Good Reason. If the Executive’s employment  with the Company is terminated by the Company for Cause or if the Executive terminates  employment with the Company without Good Reason, the Company shall pay the Executive’s  Base Salary and accrued and unused vacation benefits earned through the date of termination at  the rate in effect at the time of termination, less standard deductions and withholdings, and the  Company shall thereafter have no further obligations to the Executive under this Agreement.   5.3 Without Cause or for Good Reason. If the Executive’s employment with  the Company is terminated by the Company without Cause, or Executive resigns for Good Reason,  and in either case Executive signs a waiver and release of claims (in substantially the form attached  hereto as Exhibit A, or in such other form of release as the Company may require (the “Release”))  on or within the time period set forth therein, but in no event later than 45 days after Executive’s  termination date, and allows such Release to become effective in accordance with its terms (such  latest permitted date on which the Release could become effective, the “Release Deadline”), then  Executive will receive the following benefits:   5.3.1 Severance Payment.  A payment equal to the equivalent of  twelve (12) months of the Executive’s Base Salary (the “Severance Payment”), less standard  deductions and withholdings, which shall be paid in a single lump sum within five days after the  effective date of the Release.  For the avoidance of doubt, the Severance Payment shall relate to  the Base Salary at the rate in effect during the last regularly scheduled payroll period immediately  preceding the date of the termination, and prior to any reduction in Base Salary that would permit  the Executive to voluntarily terminate employment for Good Reason.   5.3.2 Health Benefits Cash Payment.  On the effective date of the  Release, the Company will pay to the Executive a single, lump-sum cash amount equal to (i)  229.56% multiplied by the total cost of the projected premiums for group medical, dental and  vision insurance coverage (the “Health Benefits”) for a period of twelve (12) months following  the date of the Executive’s termination of employment, based on the projected premium rates for  such period for continuation of coverage in accordance with the Consolidated Omnibus Budget  Reconciliation Act of 1985, as amended (“COBRA”) determined, in all cases, as of the date of the  





 






     Executive’s termination of employment (1) based on the Company plans in which the Executive  participates and the level of the Executive’s Health Benefits coverage as of immediately preceding  the date of the Executive’s termination of employment or, if more favorable to the Executive, the  level of the Executive’s Health Benefits coverage as in effect at any time during the ninety (90)- day period immediately preceding the date of a Change in Control, and (2) assuming, to the extent  applicable, an increase of four percent (4%) in the applicable premium rates at the beginning of  each calendar year during such twelve (12)-month period from those in effect as of the end of the  previous calendar year.  For the avoidance of doubt, the cash amount described in this paragraph  shall be in lieu of the provision of any welfare benefits following the date of the Executive’s  termination of employment and the Executive’s sole right to post-termination welfare benefits  shall be those required to be made available under COBRA, the cost of which (if elected) shall be  borne solely by the Executive.    5.3.3 Equity Acceleration.  Contingent on the effective date of the  Release, all of the outstanding stock options, restricted stock or other equity awards that Executive  holds with respect to the Company’s common stock that have time-based vesting shall accelerate  and vest such that all shares shall be vested and fully exercisable as of the effective date of  Executive’s termination of employment.  Equity awards that Executive holds with respect to the  Company’s common stock that are subject to vesting based on Company performance will not  accelerate upon Executive’s termination for any reason.  In order to give effect to the foregoing  provision, notwithstanding anything to the contrary set forth in Executive’s equity award  agreements, following any termination of Executive’s employment that is without Cause or for  Good Reason, none of Executive’s equity awards shall terminate with respect to any vested or  unvested portion subject to such award before the later of (A) the effective date of the Release, or  (B) the Release Deadline.  5.4 Additional Change in Control Related Severance Benefits. In the event  that Executive’s employment with the Company is terminated without Cause or Executive resigns  for Good Reason within the one month period immediately preceding or the twelve month period  immediately following the effective date of a Change in Control (such thirteen-month period, the  “Change in Control Protection Period”), then subject to the Executive’s delivery to the Company  of an effective Release as required pursuant to Section 5.3, Executive shall be entitled to all of the  severance benefits described under Section 5.3 above, provided that:  5.4.1 The Executive shall additionally be entitled to a lump sum  payment equivalent to the Executive’s target Annual Bonus that was in effect at the time of  Executive’s termination (the “Bonus Payment”). The Bonus Payment shall be subject to all  standard deductions and withholdings and shall be paid in a single lump sum within five days after  the later of (A) the effective date of the Release, or (B) the effective date of the Change in Control  (if Executive’s termination occurs prior to the Change in Control), but in no event later than March  15 of the year following the year in which Executive’s termination of employment occurred.    5.5 Termination by Mutual Agreement of the Parties.  The Executive’s  employment pursuant to this Agreement may be terminated at any time upon mutual agreement,  in writing, of the Parties.  Any such termination of employment shall have the consequences  specified in such writing.   





 






     5.6 No Mitigation.  The Executive shall not be required to mitigate the amount  of any payment or benefit provided for in this Section 5 by seeking other employment or otherwise,  nor shall the amount of such payment be reduced by reason of compensation or other income the  Executive receives for services rendered after the Executive’s termination of employment with the  Company.  5.7 Exclusive Remedy.  In the event of the Executive’s termination of  employment on account of an involuntary termination without Cause or a voluntary termination  for Good Reason, the provisions of this Section 5 are intended to be and are exclusive and in lieu  of any other rights or remedies to which the Executive or the Company may otherwise be entitled,  whether at law, tort or contract, in equity, or under this Agreement.  Payments made to or on behalf  of the Executive under any other severance plan, policy, contract or arrangement with the  Company shall reduce amounts payable under this Agreement on a dollar for dollar basis.  5.8 Survival of Certain Provisions.  Sections 6 and 18 shall survive the  termination of this Agreement.   6. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.  6.1 As a condition of employment, Executive agrees to execute and to abide by  the Company’s Employee Confidential Information and Inventions Agreement.   6.2 While employed by the Company and for one year thereafter, the Executive  agrees that in order to protect the Company’s trade secrets and confidential and proprietary  information from unauthorized use, the Executive will not, either directly or through others, solicit  or attempt to solicit any employee, consultant or independent contractor of the Company to  terminate his or her relationship with the Company in order to become an employee, consultant or  independent contractor to or for any other person or business entity.   7. ASSIGNMENT AND BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of the Executive and  the Executive’s heirs, executors, personal representatives, assigns, administrators and legal  representatives.  Because of the unique and personal nature of the Executive’s duties under this  Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be  assignable by the Executive.  The Company will require any successor (whether direct or indirect, by purchase,  merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the  Company, to expressly assume and agree to perform the obligations under this Agreement in the  same manner and to the same extent that the Company would be required to perform if no such  succession had taken place.  As used in this Section 7, Company includes any successor to its  business or assets as aforesaid which executes and delivers this Agreement or which otherwise  becomes bound by all the terms and provisions of this Agreement by operation of law.  





 






     8. CHOICE OF LAW.  This Agreement shall be construed and interpreted in accordance with the internal  laws of the State of California.   9. INTEGRATION.  This Agreement, including Exhibit A, contains the complete, final and exclusive  agreement of the Parties relating to the terms and conditions of the Executive’s employment and  the termination of the Executive’s employment, and supersedes all prior and contemporaneous oral  and written employment agreements or arrangements between the Parties except as indicated  herein.    10. AMENDMENT.  Except as otherwise provided for in this Agreement, this Agreement cannot be  amended or modified except by a written agreement signed by the Executive and the Company as  directed by the Board.   11. WAIVER.  No term, covenant or condition of this Agreement or any breach thereof shall be  deemed waived, except with the written consent of the Party against whom the wavier is claimed,  and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver  of any preceding or succeeding breach of the same or any other term, covenant, condition or  breach.   12. SEVERABILITY.  The finding by a court of competent jurisdiction of the unenforceability, invalidity  or illegality of any provision of this Agreement shall not render any other provision of this  Agreement unenforceable, invalid or illegal.  Such court shall have the authority to modify or  replace the invalid or unenforceable term or provision with a valid and enforceable term or  provision which most accurately represents the Parties’ intention with respect to the invalid or  unenforceable term or provision.   13. INTERPRETATION; CONSTRUCTION.  The headings set forth in this Agreement are for convenience of reference only and  shall not be used in interpreting this Agreement.  This Agreement has been drafted by legal counsel  representing the Company, but the Executive has been encouraged to consult with, and have  consulted with, the Executive’s own independent counsel and tax advisors with respect to the terms  of this Agreement.  The Parties acknowledge that each Party and its counsel has reviewed and  revised, or had an opportunity to review and revise, this Agreement, and any rule of construction  to the effect that any ambiguities are to be resolved against the drafting party shall not be employed  in the interpretation of this Agreement.  





 






     14. REPRESENTATIONS AND WARRANTIES.  The Executive represents and warrants that the Executive is not restricted or  prohibited, contractually or otherwise, from entering into and performing each of the terms and  covenants contained in this Agreement, and that the Executive’s execution and performance of  this Agreement will not violate or breach any other agreements between the Executive and any  other person or entity.  15. COUNTERPARTS; FACSIMILE.  This Agreement may be executed in two counterparts, each of which shall be  deemed an original, all of which together shall contribute one and the same instrument.  Facsimile  signatures shall be treated the same as original signatures.  16. DISPUTE RESOLUTION.  To ensure the timely and economical resolution of disputes that may arise in  connection with Executive’s employment with the Company, Executive and the Company agree  that any and all disputes, claims, or causes of action arising from or relating to the enforcement,  breach, performance, negotiation, execution, or interpretation of this Agreement, Executive’s  employment, or the termination of Executive’s employment, including but not limited to statutory  claims, shall be resolved to the fullest extent permitted by law by final, binding and confidential  arbitration, by a single arbitrator, in San Diego, California, conducted by JAMS, Inc. (“JAMS”)  under the then applicable JAMS rules (which can be found at the following web address:  http://www.jamsadr.com/rulesclauses).  By agreeing to this arbitration procedure, both Executive  and the Company waive the right to resolve any such dispute through a trial by jury or judge or  administrative proceeding.  The Company acknowledges that Executive will have the right to be  represented by legal counsel at any arbitration proceeding.  The arbitrator shall:  (a) have the  authority to compel adequate discovery for the resolution of the dispute and to award such relief  as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the  arbitrator’s essential findings and conclusions and a statement of the award.  The arbitrator shall  be authorized to award any or all remedies that Executive or the Company would be entitled to  seek in a court of law.  The Company shall pay all JAMS’ arbitration fees in excess of the amount  of court fees that would be required of the Executive if the dispute were decided in a court of law.   Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining  injunctive relief in court to prevent irreparable harm pending the conclusion of any such  arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments  in the federal and state courts of any competent jurisdiction.   17. TRADE SECRETS.  It is the understanding of both the Company and the Executive that the Executive  shall not divulge to the Company and/or its subsidiaries any confidential information or trade  secrets belonging to others, including the Executive’s former employers, nor shall the Company  and/or its Affiliates seek to elicit from the Executive any such information.  Consistent with the  foregoing, the Executive shall not provide to the Company and/or its Affiliates, and the Company  





 






     and/or its Affiliates shall not request, any documents or copies of documents containing such  information.  18. ADVERTISING WAIVER.  The Executive agrees to permit the Company and/or its affiliates, subsidiaries, or  joint ventures currently existing or which shall be established during Executive’s employment by  the Company (collectively, “Affiliates”), and persons or other organizations authorized by the  Company and/or its Affiliates, to use, publish and distribute advertising or sales promotional  literature concerning the products and/or services of the Company and/or its Affiliates, or the  machinery and equipment used in the provision thereof, in which the Executive’s name and/or  pictures of the Executive taken in the course of the Executive’s provision of services to the  Company and/or its Affiliates, appear.  The Executive hereby waives and releases any claim or  right the Executive may otherwise have arising out of such use, publication or distribution.  The  Company agrees that, following termination of the Executive’s employment, it will not create any  new such literature containing the Executive’s name and/or pictures without the Executive’s prior  written consent.  19. APPLICATION OF SECTION 409A.  All benefits under this Agreement are intended to qualify for an exemption from  application of Section 409A of the Code and the regulations and other guidance thereunder and  any state law of similar effect (“Section 409A”) or to comply with its requirements to the extent  necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities  herein shall be interpreted accordingly.  Notwithstanding anything to the contrary set forth herein, any severance benefits  that constitute “deferred compensation” within the meaning of Section 409A shall not commence  in connection with the Executive’s termination of employment unless and until the Executive has  also incurred a “separation from service” (as such term is defined in Treasury Regulation Section  1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such  amounts may be provided to the Executive without causing the Executive to incur the additional  20% tax under Section 409A.  It is intended that each installment of the severance benefit payments provided for  in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(i).  For the avoidance of doubt, it is intended that payments of the severance benefits set  forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application  of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5)  and 1.409A-1(b)(9).  However, if the Company (or, if applicable, the successor entity thereto)  determines that the severance benefits constitute “deferred compensation” under Section 409A and  the Executive is, on the termination of service, a “specified employee” of the Company or any  successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then,  solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences  under Section 409A, the timing of the severance benefit payments shall be delayed until the earlier  to occur of: (i) the date that is six months and one day after the Executive’s Separation From  Service, or (ii) the date of the Executive’s death.  If all or any portion of any amounts payable to  Executive is deferred to comply with Section 409A in accordance with the foregoing, such  





 






     payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the  Executive’s Separation From Service, the Company shall make an irrevocable contribution of the  amount deferred to comply with  Section 409A to a grantor trust established by the Company prior  to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with  irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date  that is six months and one day after the Executive’s Separation From Service, or (ii) the date of  the Executive’s death.  Such grantor trust shall have an independent trustee and the Company shall  bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining  such trust.  None of the severance benefits will be paid or otherwise delivered prior to the  effective date of the Release.  If the severance benefits are not covered by one or more exemptions  from the application of Section 409A and the Release could become effective in the calendar year  following the calendar year in which Executive’s Separation From Service occurs, the Release will  not be deemed effective any earlier than the Release Deadline.  Except to the minimum extent that  payments must be delayed because Executive is a “specified employee” or until the effectiveness  of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s  normal payroll practices.   The severance benefits are intended to qualify for an exemption from application  of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal  tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.  20. PARACHUTE PAYMENTS.  In the event that any of the severance payments and other benefits provided by this  Agreement or otherwise payable to Executive (a) constitute “parachute payments” within the  meaning of Section 280G of the Code, and (b) but for this Section, would be subject to the excise  tax imposed by Section 4999 of the Code (“Excise Tax”), Executive’s severance payments and  benefits under this Agreement or otherwise shall be payable either in full or in such lesser amount  which would result in no portion of such severance payments or benefits being subject to the Excise  Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and  local income and employment taxes and the Excise Tax, results in the receipt by Executive, on an  after-tax basis, of the greatest amount of severance payments and benefits under this Agreement  or otherwise, notwithstanding that all or some portion of such severance payments or benefits may  be taxable under Section 4999 of the Code.  Any reduction in the severance payments and benefits  required by this Section shall be made in the following order: (i) reduction of cash payments;  (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of  accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to  Executive.  The calculations in this Section will be performed by the professional firm engaged  by the Company for general tax purposes as of the day prior to the date of the event that might  reasonably be anticipated to result in severance payments and benefits that would otherwise be  subject to the Excise Tax. If the tax firm so engaged by the Company is serving as accountant or  auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to  make the determinations required by this Section.  The Company shall bear all expenses with  respect to the determinations by such firm required to be made by this Section. The Company and  





 






     Executive shall furnish such tax firm such information and documents as the tax firm may  reasonably request in order to make its required determination. The tax firm will provide its  calculations, together with detailed supporting documentation, to the Company and Executive as  soon as practicable following its engagement. Any good faith determinations of the tax firm made  hereunder shall be final, binding and conclusive upon the Company and Executive. However, the  Executive shall have the final authority to make any good faith determination(s) associated with  the assumptions used by the tax firm in providing its calculations, and such good faith  determination by the Executive shall be binding on the Company.  As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of  the Code at the time of the initial determination by the professional tax firm described in this  Section, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that  an Excise Tax greater than that amount, if any, determined by such professional firm for the  purposes of this Section is due (the “Additional Excise Tax”).  Executive shall notify the Company  in writing of any claim by the IRS or other agency that, if successful, would require payment of  Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other  in connection with any administrative or judicial proceedings concerning the existence or amount  of liability for Excise Tax with respect to payments made or due to Executive. The Company shall  pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other  agency. In the event it is finally determined that a further reduction would have been required  under this Section to place Executive in a better after-tax position, Executive shall repay the  Company such amount within 30 days thereof in order to effect such result.     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above  written.  REGULUS THERAPEUTICS INC.    By:  /s/ Joseph Hagan    Joseph Hagan  President and CEO     /s/ Denis Drygin, Ph.D.    DENIS DRYGIN, PH.D. 





 






     EXHIBIT A    RELEASE AND WAIVER OF CLAIMS  In consideration of the payments and other benefits set forth in Section 5 of the Employment Agreement  dated September 3, 2019, to which this form is attached (the “Employment Agreement”), I, Denis Drygin, hereby  furnish Regulus Therapeutics Inc. (the “Company”) with the following release and waiver (“Release and Waiver”).  In exchange for the consideration provided to me by the Amended Employment Agreement that I am not  otherwise entitled to receive,  I hereby generally and completely release the Company and  its directors, officers,  employees,  shareholders,  partners,  agents,  attorneys,  predecessors,  successors,  parent  and  subsidiary  entities,  insurers,  affiliates,  and  assigns  (collectively,  the  “Released  Parties”)  from  any  and  all  claims,  liabilities  and  obligations, both  known and unknown,  that arise out of or are  in any way  related  to events, acts,  conduct, or  omissions occurring prior to my signing this Release and Waiver (collectively, the “Released Claims”).  The Released  Claims include, but are not limited to: (1) all claims arising out of or in any way related to my employment with the  Company or the termination of that employment; (2) all claims related to my compensation or benefits from the  Company,  including,  but  not  limited  to,  salary,  bonuses,  commissions,  vacation  pay,  expense  reimbursements,  severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims  for breach of contract, wrongful termination, and breach of the  implied covenant of good faith and fair dealing;  (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in  violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for  discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of  1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination  in Employment Act of 1967 (as amended) (“ADEA”), the federal Family and Medical Leave Act (as amended), the  California Labor Code, and  the California Fair Employment and Housing Act  (as amended).   Notwithstanding  the  foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for  indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a  party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights or claims  to unemployment compensation, funds accrued in my 401k account, or any vested equity incentives; (c) any rights  or claims I may have pursuant to the Amended Employment Agreement for separation pay or benefits after a Change  in Control (as defined therein); (d) any rights that are not waivable as a matter of law; and (e) any claims arising from  the breach of this Release and Waiver.  Furthermore, if there is a dispute over severance pay or benefits payable to  me pursuant to the Amended Employment Agreement, the Company will nevertheless pay to me all amounts that  are not  in dispute and my claim for such amounts that are  in dispute shall also be deemed an Excluded Claim.    I  hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might  have against any of the Released Parties that are not included in the Released Claims.  I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads  as follows:  “A general release does not extend to claims which the creditor does not know or suspect to exist in  his or her favor at the time of executing the release, which if known by him or her must have materially affected  his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that  section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company.  I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that  this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in  





 






     addition to anything of value to which I was already entitled as an executive of the Company.  If I am 40 years of age  or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by  the Older Workers Benefit Protection Act, that:  (a) the release and waiver granted herein does not relate to claims  under the ADEA which may arise after this Release and Waiver  is executed; (b) I should consult with an attorney  prior to executing this Release and Waiver; (c) I have twenty‐one (21) days  in which to consider this Release and  Waiver  (although  I may choose voluntarily to execute this Release and Waiver earlier);  (d)  I have seven  (7) days  following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this  Release and Waiver shall not be effective until the seven (7) day revocation period has expired without my having  previously revoked this Release and Waiver.  If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right  to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so);  and that I have ten (10) days from the date of termination of my employment with the Company in which to consider  this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier).   I  acknowledge my  continuing  obligations  under my  Employee  Confidentiality  and  Inventions  Assignment  Agreement a copy of which is attached hereto (the “CIAA”).  Pursuant to the CIAA, I understand that among other things,  I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all  Company property and documents (including all embodiments of proprietary information) and all copies thereof in my  possession or control.  I understand and agree that my right to the severance benefits  I am receiving is in exchange for  my agreement to the terms of this Release and Waiver and is contingent upon my continued compliance with my CIAA.  This Release and Waiver, including the CIAA, constitutes the complete, final and exclusive embodiment of the  entire agreement between the Company and me with regard to the subject matter hereof.    I am not relying on any  promise or representation by the Company that is not expressly stated herein.  This Release and Waiver may only be  modified by a writing signed by both me and a duly authorized officer of the Company.    Date: __________________  By:     DENIS DRYGIN