EX-10.23



 Exhibit 10.23 

 
 



 
 October 03, 2011 
 Dr. Raymond Urbanski 
 Dear Ray: 
 Metabolex, Inc. (the “Company”) is pleased to offer you employment as Chief Medical Officer on the following terms: 
 1. Position, Duties and Responsibilities. Subject to the terms set forth herein, the Company agrees to employ you in the position of Chief Medical Officer and you hereby accept such employment
effective as of a mutually acceptable start date. As Chief Medical Officer, you will report to the Company’s Chief Executive Officer (“CEO”), and will perform the duties customarily associated with this position and such other duties
as are assigned to you by the CEO. You shall devote your full business time and attention to the business affairs of the Company, except for reasonable vacations and periods of illness or incapacity permitted by the Company’s general employment
policies. The employment relationship between you and the Company shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of
inventions, except that when the terms of this letter agreement differ from or are in conflict with the Company’s general employment policies or practices, this letter agreement shall control. 

2. Compensation and Employee Benefits. 
 2.1 Base Salary. Your base salary will be three hundred forty thousand dollars ($340,000) on an annualized basis, less payroll deductions and required withholdings, paid according to the
Company’s regular payroll schedule and procedures. Your base salary may be modified by the Company in its sole discretion. For your initial year of employment, any merit increase you receive will be pro rated for the time period for
which you were employed by the Company during the calendar year. 
 2.2 Hiring Bonus. You will receive a forty thousand
dollar ($40,000) hiring bonus (the “Hiring Bonus”) less payroll deductions and required withholdings, paid in two equal twenty thousand ($20,000) installments. The first twenty thousand dollar ($20,000) installment will be paid on the
first regular pay date after the date upon which you commence your employment (your “Employment Commencement Date”), provided that you present proof of your identity and work authorization, for immigration compliance purposes. The second
and final twenty thousand dollar ($20,000) installment will be paid on the one-year anniversary of your employment with the Company, provided that you remain an active full-time employee through the one-year anniversary of the Employment
Commencement Date. The Hiring Bonus shall be repaid to the Company, pro rata, if within two (2) years of your Employment Commencement Date your employment with the Company (and its successors) is terminated either (i) by you or
(ii) by the Company for Cause (as defined in Section 7.2(b)). The pro rata repayment will be the product of (i) the Hiring Bonus and (ii) the fraction where the 

  
  

Metabolex, Inc.        3876 Bay Center Place, Hayward, CA
94545        Phone: (510) 293-8800        www.metabolex.com 








 
numerator is the number of full months remaining in the two (2) year period on the date of termination and the denominator is twenty-four (24). The Hiring Bonus will not become fully earned
and vested unless you remain an active full-time employee through the second anniversary of the Employment Commencement Date. 

2.3 Housing Assistance. You are entitled to relocation assistance in accordance with the Company’s relocation expense policy
(attached as Exhibit A). 
 2.4 Discretionary Bonus. You will be eligible to participate in the Company’s annual
bonus program in recognition of your performance and achievement of agreed upon goals. Your target annual bonus will be equal to twenty-five percent (25%) of your annual base salary. Your actual bonus, if any, will be determined by the
Company’s Board of Directors (“Board”), or a subcommittee thereof, in its sole discretion, based upon its evaluation of your performance, the Company’s performance, and any other considerations it deems relevant. For your initial
year of employment, your bonus will be pro rated for the time elapsed in the bonus period for which you were employed by the Company. You must be employed through the bonus payment date in order to be eligible to earn any such bonus. Any
bonus payment shall be subject to payroll deductions and required withholdings. 
 2.5 Employee Benefits. You shall be
entitled to all employee benefits, including vacation accrual of twenty (20) days per year and health and disability benefits, for which you are eligible under the terms and conditions of the standard Company benefit plans, which may be in
effect from time to time and provided by the Company to its senior executive-level employees generally. Currently, such benefits include twelve (12) paid holidays per year, as well as paid sick leave of up to ten (10) days per year.
Notwithstanding the foregoing, the Company reserves the right to adopt, amend or discontinue any employee benefit plan or policy, including changes required by applicable law. 
 2.6 Stock Option. Subject to the approval of the Board you will be granted a stock option to purchase six hundred fifty thousand (650,000) shares of Company common stock, at a per share
exercise price equal to the per share fair market value of the common stock on the date of grant, as determined by the Board, pursuant to the Company’s equity incentive plan. Option grants are made at regular Board meetings held approximately
once each calendar quarter. Your option grant will be considered at the first regular Board meeting following your Employment Commencement Date. The term of such stock option will be ten (10) years, subject to earlier expiration in the event of
the termination of your service with the Company. You may elect to receive such stock option with an early exercise feature, wherein such stock option will be immediately exercisable, but any shares purchased prior to vesting shall be subject to
repurchase by the Company in the event that your service with the Company terminates before you become vested in the shares, at the lower of (1) the original exercise price or (2) the then-fair market value of the Company’s common
stock. You may also elect to receive your stock option without this early exercise feature. You will be vested in, and the Company’s repurchase right, if applicable, shall not apply as to, twenty-five percent (25%) of the shares covered by
the option on the first year anniversary of your Employment Commencement Date and the remaining seventy-five percent (75%) of the shares covered by the option will vest in thirty-six (36) equal monthly installments with the first monthly
installment vesting one month following the first year anniversary of your Employment Commencement Date, as long as you remain in continuous service with the Company. Notwithstanding the foregoing, a portion of the shares subject to your outstanding
stock options may vest on an accelerated basis pursuant to Sections 7 or 8. Except as provided herein, such stock options will be subject to the provisions of the equity incentive plan of the Company under which the options are granted and the
applicable form of stock option agreement thereunder (the “Plan Documents”). 
 3. Other Activities During
Employment. 
 3.1 Activities. Except with the prior written consent of the CEO, you will not, during your employment
with the Company, undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not interfere
with the performance of your job duties. 

  

	
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 3.2 Investments and Interests. Except as permitted by Section 3.1 and by
Section 3.3, during your employment you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse or antagonistic to the Company, or its business or prospects,
financial or otherwise. 
 3.3 Noncompetition. During the term of your employment by the Company, except on behalf of the
Company, you will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have
any business connection with any other person, corporation, firm, partnership or other entity whatsoever that competes with the Company anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company;
provided, however, that anything above to the contrary notwithstanding, you may own, as a passive investor, securities of any entity, so long as your direct holdings in any one such corporation do not in the aggregate constitute more than one
percent (1%) of the voting stock of such corporation. 
 4. Company Policies; Confidential Information and Inventions
Agreement. You acknowledge your obligations under the Company’s Employee Agreement on Confidential Information and Inventions, a copy of which is attached as Exhibit B. You further acknowledge your obligation to abide by the Company’s
rules, policies and procedures. 
 5. Immigration. Your employment is contingent upon your providing adequate
documentation to prove both your identity and authorization to work in the Untied States. 
 6. Your Representations and
Warranties. 
 6.1 No Breach of Contract. You represent and warrant that the execution and delivery of this letter
agreement by you and the performance of your obligations hereunder will not conflict with or breach any agreement, order or decree to which you are a party or by which you are bound. You warrant that you are subject to no employment agreement or
restrictive covenant preventing full performance of your duties under this letter agreement. 
 6.2 No Conflict of Interest.
You warrant that you are not, to the best of your knowledge and belief, involved in any situation that might create, or appear to create, a conflict of interest with your loyalty to or duties for the Company. 

6.3 Notification of Materials or Documents from Other Employers. You further warrant that you have not brought and will not bring
to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former
employer for their possession and use. 
 6.4 Notification of Other Post-Employment Obligations. You also understand
that, as part of your employment with the Company, you are not to breach any obligation of confidentiality that you have to former employers, and you agree to honor all such obligations to former employers during your employment with the Company.

 7. Termination of Employment. 
 7.1 At-Will Employment Relationship. Your employment with the Company shall be at-will. Either you or the Company may terminate the employment relationship at any time, with or without Cause and
with or without advance notice. 

  

	
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 7.2 Termination for Cause. 

(a) If the Company terminates your employment at any time for Cause (as defined below), your salary shall cease on the date of
termination and you shall not be entitled to severance pay, COBRA premium payments, pay in lieu of notice or any other such compensation other than payment of accrued salary and vacation and such other benefits as expressly required in such event by
applicable law or the terms of applicable benefit plans. The continued vesting of any compensatory equity award held by you shall cease on your employment termination date, and your right to exercise vested option shares shall be governed by the
Plan Documents. 
 (b) Definition of Cause. For purposes of this agreement, “Cause” means the occurrence of
any one or more of the following: (i) your conviction of, or plea of no contest with respect to, any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your participation in a fraud or act of dishonesty that results
in material harm to the Company; (iii) your intentional material violation of any contract or agreement between you and the Company, including but not limited to this letter agreement or your Employee Agreement on Confidential Information and
Inventions, or your violation of any statutory duty that you owe to the Company, but only if you do not correct such violation within thirty (30) days after written notice thereof has been provided to you; or (iv) your gross negligence or
willful neglect of your job duties, as determined by the Board in good faith, but only if you do not correct such violation within thirty (30) days after written notice thereof has been provided to you. 

  

	
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 7.3 Severance Benefits For Termination Without Cause or Resignation for Good
Reason. 
 (a) If the Company terminates your employment without Cause and other than as a result of your death
or disability, or if you resign your employment for Good Reason (defined below), you will be eligible to receive the severance benefits described in this Section 7.3. You will be eligible to receive, subject to payroll deductions and required
withholdings and net of any amounts earned by you pursuant to any employment or consulting arrangements obtained by you following such termination (other than the activities described in the last sentence of Section 3.1), continuation for
twelve (12) months of the greater of (i) your base salary in effect as of such termination date or (ii) your base salary as set forth in Section 2.1. In addition you will be eligible to receive your potential annual discretionary
bonus amount set forth in Section 2.4, determined as if all performance targets established by the Board have been satisfied, pro-rated for the number of months elapsed in the year in which your employment terminates. You agree to notify the
Company promptly of any amount earned by you from other employment or a consulting engagement while you are receiving severance payments under this letter agreement. Moreover, if you timely elect and remain eligible for continued coverage of your
group health insurance under COBRA, the Company will pay your premiums for COBRA coverage for up to twelve (12) months following the termination date, provided that such payments shall cease if you obtain full-time employment, or cease to be
eligible for COBRA, within such period. You agree to notify the Company promptly if you obtain full-time employment while the Company is paying your COBRA premiums under this letter agreement. Upon such termination, the vesting of all compensatory
equity awards held by you shall be accelerated such that the awards are fully vested and exercisable upon the termination date. Your receipt of any severance benefits under this Section 7.3 is contingent upon your signing and making effective a
full, general release of all claims against the Company in a form acceptable to the Company containing the language set forth in the Release Agreement attached as Exhibit C on or after the termination date. This base salary and bonus severance will
be paid in substantially equal installments over the twelve (12) month period following the termination date according to the Company’s payroll procedures; provided, however, that no payments will be made to you prior to the Effective Date
as defined in the Release Agreement. On the first payroll pay day occurring at least three (3) business days following the Effective Date, the Company will pay you the cash severance amounts you would have received on or prior to such date in a
lump sum, with the balance of the cash payments being made as originally scheduled. 
 (b) Definition of Good Reason.
For purposes of this letter agreement, “Good Reason” shall mean any one of the following events that occurs without your consent: (i) the material reduction in your responsibilities, authorities or functions as an employee of the
Company (but not merely a change in reporting relationships); (ii) a material reduction in your level of compensation your base salary and target bonuses under any corporate-performance based bonus or incentive programs); (iii) a
relocation of your place of employment that results in an increase to your round trip commute of more than twenty (20) miles; or (iv) the Company’s material breach of this letter agreement. Notwithstanding the foregoing, you must
provide written notice to the General Counsel of the Company within thirty (30) days after the date on which such event first occurs, and allow the Company thirty (30) days thereafter (the “Cure Period”) during which the Company
may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to your reasonable satisfaction by the expiration of the Cure Period, your employment will
then terminate with Good Reason as of such thirtieth day. 

  

	
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 7.4 Voluntary or Mutual Termination; Death; Disability. 

(a) You may voluntarily terminate your employment with the Company at any time without Good Reason. If you terminate without Good
Reason or if your employment terminates as a result of your death or disability, your salary shall cease on the date of termination and you shall not be entitled to severance, pay in lieu of notice or any other such compensation other than payment
of accrued salary and vacation and such other benefits as expressly required in such event by applicable law or the terms of applicable benefit plans. The continued vesting of any compensatory equity awards held by you shall cease on the termination
date, and your right to exercise vested awards (or be issued shares under such vested awards) shall be governed by the terms of the Company’s applicable compensatory equity plans and the corresponding award agreements. 

(b) If at any time during the course of this letter agreement the parties by mutual consent decide to terminate this letter
agreement, you and the Company shall do so by separate agreement setting forth the terms and conditions of such termination. 

7.5 Application of Section 409A. If the Company (or, if applicable, the successor entity thereto) determines that the
severance payments and benefits provided for in this letter agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A of the Internal Revenue Code (together, with any state law of similar
effect, “Section 409A”) and you are a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earliest to occur of (i) the date that is six months and one day after
the termination date or (ii) the date of your death (such earliest date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of
the Agreement Payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been delayed pursuant to this Section 7.5 and (B) commence paying
the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this letter agreement. For the avoidance of doubt, it is intended that (1) each installment of the Agreement Payments provided in this letter
agreement is a separate “payment” for purposes of Section 409A, (2) all Agreement Payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation
1.409A-l(b)(4) and 1.409A-l(b)(9)(iii), and (3) the Agreement Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation
1.409A-l(b)(9)(v). 
 8. Change in Control. 
 8.1 Definitions. 
 (a) “Change in Control” shall mean an
Ownership Change Event (as defined below) or a series of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain direct or indirect beneficial
ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities of the Company or, in the case of a Transaction described in Section 8.1(b)(iii), the corporation or other business entity to which
the assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities that own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. 

(b) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation
in which the Company is a party; or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company. 

  

	
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 8.2 Stock Awards. At the closing of a Change in Control, your outstanding
compensatory equity awards shall become vested and exercisable with respect to fifty percent (50%) of your then-unvested shares of the Company’s common stock subject thereto. In addition, in the event that within twelve (12) months
following a Change in Control, the Company terminates your employment without Cause (as defined above) and other than as a result of your death or disability, or you resign for Good Reason (as defined above) (a “Change in Control
Termination”), any remaining unvested portion of all compensatory equity awards held by you shall have the vesting accelerated such that all awards are fully vested and exercisable as of the date of the Change in Control Termination (the
“Acceleration”). As a precondition of receiving the Acceleration, you must first sign and make effective on or after the termination date a full, general release of claims in favor of the Company within forty-five (45) days after the
termination date in a form acceptable to the Company containing the language set forth in the Release Agreement attached hereto as Exhibit C. 
 8.3 Parachute Payments After the Listing Date. 
 (a) After the
Listing Date (as defined below), if any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to you or for your benefit, whether under this letter agreement or otherwise (a
“Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (together with any interest or penalties imposed with respect to such excise tax, the
“Excise Tax”), then you will be entitled to receive from the Company an additional payment (the “Gross-Up Payment”) in an amount equal to (i) all Excise Taxes (including any interest or penalties imposed with respect to such
taxes) on the Payment (the “First Reimbursement Payment”), (ii) all federal, state and local income taxes and employment taxes on the First Reimbursement Payment, and (iii) all Excise Taxes (including any interest or penalties
imposed with respect to such taxes) on the First Reimbursement Payment. For purposes of this provision, the term “Listing Date” means the date of the sale of the Company’s securities to the general public pursuant to an initial public
offering under a Registration Statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. 
 (b) All determinations required to be made under this Section 8.3 including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the nationally recognized certified public tax accounting firm used by the Company or, if such firm declines to serve, such other nationally recognized certified public tax accounting firm
as you may designate (the “Accounting Firm”). The Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and you within thirty (30) calendar days after the date on which your right to a Payment is triggered
(if requested at that time by the Company or you) and/or at such other times as requested by the Company or you. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and you with an
opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. If the Accounting Firm determines that an Excise Tax is payable with respect to a Payment, it shall furnish to the Company and you an opinion
reasonably acceptable to you of the amount of Excise Tax payable with respect to the Payments and the amount of Gross-Up Payment due to you. The Company will pay the Gross-Up Payment to you within thirty (30) days of the date the Company
receives the Accounting Firm’s opinion, but in no event later than the end of your tax year following your tax year in which you pay the Excise Tax. The Company shall bear all reasonable expenses with respect to the determinations by the
Accounting Firm required to be made hereunder. Any determination by the Accounting Firm shall be binding upon the Company and you. 

  

	
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 9. General Provisions. 

9.1 Severability. Whenever possible, each provision of this letter agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this letter agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but such invalid, illegal or unenforceable provision will be reformed, construed and enforced in such jurisdiction so as to render it valid, legal, and enforceable consistent with the intent
of the parties insofar as possible. 
 9.2 Notices. Any notices provided hereunder must be in writing and shall be deemed
effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight courier, to the Company at its primary office location and to you at your address as listed on the Company payroll.

 9.3 Waiver. If either party should waive any breach of any provisions of this letter agreement, you or the Company
shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this letter agreement. 
 9.4 Entire Agreement. This letter agreement, together with its exhibits, constitutes the entire and exclusive agreement between you and the Company, and it supersedes any prior agreement, promise,
representation, or statement, written or otherwise, between you and the Company with regard to this subject matter. It is entered into without reliance on any promise, representation, statement or agreement other than those expressly contained or
incorporated herein, and it cannot be modified or amended except in a writing signed by you and a duly authorized officer of the Company. 
 9.5 Counterparts. This letter agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will
constitute one and the same letter agreement. 
 9.6 Headings. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 
 9.7 Successors and
Assigns. This letter agreement is intended to bind and inure to the benefit of and be enforceable by you, the Company and your and its respective successors, assigns, heirs, executors and administrators, except that you may not assign any of
your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. 
 9.8
Governing Law. All questions concerning the construction, validity and interpretation of this letter agreement will be governed by the law of the State of California as applied to contracts made and to be performed entirely within California.

 9.9 Attorneys’ Fees. If either party hereto brings any action to enforce your or its rights hereunder, the
prevailing party in such action shall be entitled to be paid by the other party such prevailing party’s reasonable attorneys’ fees and costs incurred in such action. 
 Enclosed is your Employee Agreement on Confidential Information and Inventions, which you should read carefully. 

  

	
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 To indicate your acceptance of the Company’s offer, please sign this letter agreement in the space
provided below and return it to me along with the signed Employee Agreement on Confidential Information and Inventions, in the stamped self-addressed envelope, which is enclosed. This offer shall expire on October 11, 2011 if not accepted prior
to such date. If you have any questions regarding this letter agreement, feel free to contact me. 
 Sincerely, 

 

			
	METABOLEX, INC.
		
	By:	 	 /s/ Harold Van Wart

		 	Harold Van Wart
		 	Chief Executive Officer

  

			
	Accepted and agreed:	 	
		
	 /s/ Raymond W. Urbanski, M.D., Ph.D.
	 	        October 5, 2011
	Raymond W. Urbanski, M.D., Ph.D.	 	

 EXHIBIT A – Relocation Expense Policy for New and Transferred Employees 

EXHIBIT B – Employee Agreement on Confidential Information and Inventions 

EXHIBIT C – Release Agreement 







 Exhibit A 
 RELOCATION EXPENSE POLICY 
 Objective: 

To provide reimbursement of the ordinary standard and routine costs as a result of relocation at the Company’s request. 

Most reasonable expenses qualify for reimbursement. However, the policy is not intended to provide full reimbursement for each and every item of expense
that may be incurred. Because of certain expenses that may arise out of personal preference or due to unusual circumstances, the employee should not assume that this policy would cover all expenses resulting from the relocation. Only the expenses
outlined in this policy are reimbursable or subject to financial assistance. Substitution of expenses will not be reimbursed unless specifically outlined and agreed to in advance. 
 Periodically, the Company will review this policy to determine adequate levels of expense allowance for fair and equitable treatment of employees who are required to move. 

Administration of the relocation expense policy is the responsibility of Human Resources. 
 Eligibility: 
 The policy provisions apply to: 

 

	 	A.	Salaried employees who are being transferred permanently at the Company’s request 


 

	 	B.	Exempt hires as approved by the VP of Human Resources 

 To qualify for assistance, the employee must exercise the provisions of the policy within six months of the effective date of the transfer or date of employment. 

Employees to be relocated should be informed of this policy immediately upon notification of their employment offer or their transfer to prevent any
misunderstanding of its contents. 
 Employees choosing to move themselves and not utilize the services of the Company sponsored mover, will
be reimbursed for 50% of the mover’s estimate and will receive reimbursement for motel accommodations not to exceed 5 days. Reasonable meal and gasoline expenses will also be reimbursed for 5 days. 

To receive reimbursement expenses, the employee’s move must meet the IRS 50-mile distance test. To meet this test, the distance between the
employee’s new job location and the employee’s former home is at least 50 miles more than the distance between the employee’s old job location and the employee’s former home. 







 Covered Expenses: 

 

	 	A.	House hunting 

 The
Company will reimburse the employee for house hunting expenses for the employee and their spouse for a maximum of 2 trips not to exceed a total of 7 days per trip for the purpose of selecting a new residence. Reimbursement will include reasonable
expenses for travel (coach air fare), lodging, meals and rental car including fuel. 
 House hunting expenses (air travel,
lodging and rental car) are directly billed to and paid by Metabolex. They are non-deductible moving expenses and therefore will be reported as income on the employee’s W-2. To compensate for this, the Company will gross-up the expenses to
cover federal income tax and California state income tax. Meals will be paid for by the employee and submitted for reimbursement by the Company after the employee submits an approved Metabolex expense report with attached receipts. Expense reports
are to be submitted to the VP of Human Resources for approval. 
  

	 	B.	Moving of Household Goods 


Employees are required to utilize the services of moving companies as designated by the Company. Currently, Metabolex utilizes NorCal Van
Lines. NorCal Van Lines, after a visual inspection of the employee’s belongings, will provide Human Resources with a written estimate of expenses. A letter of authorization will be sent by the Human Resources Department to the mover authorizing
their services and the payment of their expenses directly by the Company. After this authorization, the employee is responsible for contacting the moving company to set a moving date. 

Costs paid by the Company include: 
  

	 	a)	Packing 

  

	 	b)	Transportation of household items from the employee’s current home to temporary storage and directly to the employee’s new residence in the San Francisco Bay
Area. 

  

	 	c)	Insurance of up to $75,000 on items being shipped 

  

	 	d)	Transportation of a maximum of one employee car from the employee’s current residence to the San Francisco Bay Area. 


The Company will not pay to move unusual or large items such as large boats, children’s outdoor play sets, firewood, animals other
than household pets, perishable plants, and items of extraordinary value requiring special handling, crating, etc. The Company also will not reimburse for tips given to the movers. 

The above moving expenses are paid by Metabolex and are not included as income on the employee’s W-2. 

 

					
	Effective: September 01, 2011	  	2	  	


  








 The Company will pay storage charges on the employee’s household items for limited
periods, generally not to exceed three months. Extensions beyond this limit require the prior written approval of the Vice President of Human Resources. Temporary storage charges are billed directly to Metabolex. According to IRS rules, the first 30
days of incurred expenses will not be included as income on the employee’s W-2. The remaining temporary storage expenses will be included as income. 
  

	 	C.	In most cases, it is expected that the move of the employee to the new location will coincide with the availability of permanent living quarters upon arrival. However,
if permanent living quarters are not available when the employee arrives to the Bay Area, Metabolex will arrange for temporary living accommodations for a period not to exceed three months. Extensions beyond this limit require the prior written
approval of the VP of Human Resources. Covered expenses include the cost of lodging, meals, phone calls and car rental if one is required. 

 Temporary housing expenses will be billed to and paid for by Metabolex. They will be reported as income on the employee’s W-2 and will be grossed up to cover the cost of taxes. Expenses during this
temporary housing period such as food, gas and other miscellaneous expenses are to be paid for by the employee directly. 
  

	 	D.	Real Estate – Disposal of Accommodations: 

  

	 	1.	Rental Costs – If an employee is renting at the time of his/her transfer, the reasonable net cost of canceling the lease will be borne by the Company, normally not
to exceed two month’s rent. Reimbursable costs include security or deposits forfeited under the lease terms; additional rental payments to effect cancellation, necessary legal fees and agency costs to locate sublease tenants. Written release
should be obtained from leave obligations. 

  

	 	2.	Sale of home at old location – The Company will not pay expenses attributed to the sale of the employee’s residence. 


 

	 	E.	Home Purchase – Old Residence: 

 At this time, the Company does not assist in purchasing the employee’s old residence. 
  

	 	F.	Real Estate – Requiring New Accommodations: 

 1. Rental Accommodations – Reasonable fees and other related direct costs (excluding security deposit) in arranging to rent a residence at the new location would be reimbursed by the Company. The
employee is urged to incorporate relocation or sublease clauses in the lease. 
 2. Purchase of Home at New Location – If
the employee owned a home at the old location and purchases a home at the new location upon being transferred, or within six months thereafter, the Company will reimburse the employee for the following reasonable expenses: 

 

	 	•	 	 Appraisal fees (if required) 



  

					
	Effective: September 01, 2011	  	3	  	










	 	•	 	 Abstracts (title search) 


  

	 	•	 	 Escrow fees 


  

	 	•	 	 Recording fees 


  

	 	•	 	 Notary fees 


  

	 	•	 	 Title insurance 


  

	 	•	 	 Engineering inspection to determine the physical condition of home 



Metabolex will reimburse the employee for these expenses and requires a copy of the supporting documentation to be attached to a Metabolex
expense report. 
 Reimbursement of closing costs may be requested of Metabolex in advance by submitting a Metabolex expense
report with attached documentation outlining the estimated costs for closing. After closing, the employee must submit a settlement statement to Human Resources to reconcile final closing costs differences. 

 

	 	G.	Resettlement Allowance: 

 An un-receipted allowance of $3,000 is provided to assist the employee with miscellaneous household moving expenses not specifically covered by this policy. This allowance will be initiated within the
employee’s first pay period. This miscellaneous expense allowance will be reported as income on the employee’s W-2 and will not be grossed up for taxes. 
  

	 	H.	Tax Relief: 

 Tax
laws require that non-qualified/non-deductible moving expenses are reported as income on the employee’s form W-2. Most moving expenses reimbursed to or paid by Metabolex on behalf of the employee will be included in the employee’s income
as compensation and reported on the employee’s form W-2. The reimbursement will increase the employee’s tax liability to the extent moving expenses are nondeductible. According to IRS rules, qualified relocation expenses are not considered
income to the employee. 
 To compensate for this, the Company will gross-up the reimbursement of the non-qualified portion of
covered expenses to cover Federal income tax and state income tax. The gross-up calculation will be made using the supplemental tax rate and will be reported as income on the employee’s form W-2. The tax gross-up will also be shown as tax
withheld on the form W-2 and paid to the appropriate taxing jurisdictions. Because of possible wide variations in the tax situation of individual employees, the tax determined by Metabolex may or may not closely approximate the employee’s
actual taxes resulting from the reimbursement. 
 A copy of the gross-up calculation form is attached is attached to this policy
for your information as Exhibit A. 

  

					
	Effective: September 01, 2011	  	4	  	









 If the employee voluntarily withdraws service from Metabolex within 39 weeks of their date of hire, all
qualified expenses will be converted to non-qualified expenses and will be included as income on the employee’s form W-2. 
 This policy
represents the normal reimbursable expenses connected with relocation. The Company reserves the right to make any exceptions or modifications to the policy that it deems necessary or appropriate for the management of the business. 

  

					
	Effective: September 01, 2011	  	5	  	









 Exhibit B 
 Metabolex, Inc. 
 3876 Bay Center Place 

Hayward, CA 94545-3619 
 Phone 510 293-8800         Fax 510 293-9090 

October 3, 2011 
 EMPLOYEE AGREEMENT ON CONFIDENTIAL 
 INFORMATION AND INVENTIONS

 THIS AGREEMENT is between Metabolex, Inc. a Delaware Corporation (“the Company”), and Raymond W. Urbanski, M.D., Ph.D., (the
“Employee”). 
 PURPOSE OF AGREEMENT 
 I want to be employed by the Company, and the Company wants to employ me, provided that, in so doing, it can protect its trade secrets and inventions, ideas, information, business, and good will.

 In consideration of this purpose, and the mutual promises in this Agreement, I agree with the Company as follows: 

1. Term 

(A) My employment with the Company is an at-will relationship that may be terminated by either the Company or me with or without cause for
any reason whatsoever at any time upon notice to the other party. 
 (b) If my employment is terminated for any reason, I will be
entitled only to the compensation earned by me as of the date of termination. 
 2. Confidential Information. I will hold
in confidence and use only for the benefit of the Company during the term of my employment and for five years after the termination of my employment all Confidential Information of the Company, its Affiliates, and all Confidential Information of
companies or persons other than the Company given to the Company under an agreement prohibiting its disclosure. “Confidential Information” refers to valuable technical or business information that is not known by the public. By way of
example, Confidential Information may include information relating to: inventions or products, including unannounced products; research and development activities; requirements and specifications of specific customers and potential customers;
nonpublic financial information; and quotations or proposals given to customers. 
 These restrictions on disclosure do not
apply if the information is or becomes publicly known through no wrongful act on my part or the information is explicitly approved for release under such circumstances by an officer of the Company. 

  
 1 








 3. Disclosure and Assignment of Inventions. I will promptly disclose and assign to
the Company my entire right, title and interest in all inventions. “Inventions” refer to (a) all technical or business innovations, whether or not patentable or copyrightable, made by me during the term of my employment; and
(b) all technical or business innovations, whether or not patentable, based upon the Company’s Confidential Information and made by me after leaving the Company’s employ. I will keep adequate written records of all inventions made by
me, such as notebooks, sketches, program listings and the like, which are the property of the Company. Notwithstanding the foregoing, I am not required to assign to the Company, although I must disclose, any inventions: (a) for which no
equipment, supplies, facilities or Confidential Information of the Company were used and which was developed entirely on my own time; (b) which at the time of conception or reduction to practice did not relate directly to the business of the
Company or the Company’s actual or demonstrably anticipated research or development and (c) which did not result from any work I performed for the Company. The disclosure of such inventions must be made so that the parties can make a
determination whether such inventions do in fact qualify for exclusion from assignment to the Company. The Company will keep confidential any such information I disclose. I will take all steps necessary to assist the Company in securing any patents,
copyrights or other protection for inventions which I am required to assign to the Company as provided above. If I am unable or unwilling, whether during my employment or after termination, to sign any papers needed to apply for or pursue any patent
or copyright registrations for inventions, I agree that the Company is my attorney-in-fact for that purpose and can sign such papers as my agent and take any other actions necessary to pursue these registrations. 

4. List of Inventions I Own. I have attached as Exhibit A a list of inventions I own, which is a complete list of all technical or
business innovations I own either alone or jointly with others on the date of this Agreement. I agree that I will not incorporate any of these prior inventions into products being developed for the Company without the prior knowledge and written
consent of the Company. Should the Company wish to use any of my inventions in its business, the Company will negotiate with me for a purchase of or license to use such invention on mutually agreeable terms. If no such list is attached, or if no
such inventions are listed thereon, I represent that I do not own any inventions at the time of signing this Agreement. 
 5.
Tangible Materials. All tangible materials that incorporate Confidential Information are the Company’s property, and I will give all of these materials and any other documents and materials which are the property of the Company,
including but not limited all notes of any research or other work which I have performed for the Company and all biological materials created, used or held by me in the course of my work for the Company, back to the Company at the termination of my
employment or earlier upon the Company’s request. 

  
 2 








 6. Solicitation of Employees. I understand that information about the Company’s
employees, such as their skills, performance ratings, and salary histories, constitutes Confidential Information owned by the Company. I agree that, for a period of twelve (12) months after termination of my employment for any reason, I will
not, either directly or indirectly, solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to do any of these things, whether on my own behalf or on behalf of any
other person, since to do so would necessarily involve using Confidential Information. 
 8. Termination. In the event of
termination of my employment for any reason, I agree that, as requested by the Company, I will sign and deliver a “Termination Certification” in the form attached to this Agreement as Exhibit B. I also agree that the Company may give
notice to my new employer of my duties under this Agreement. 
 9. Duty of Loyalty. During my employment with the Company,
I will not engage in any business activity (either for my own profit or for anyone else) that competes with the Company’s business. 
 10. Duties to Third Parties. I represent that, to the best of my knowledge, compliance with the terms of this Agreement will not violate any duty that I may have to anyone other than the Company
(such as a former employer) to keep such person’s proprietary information in confidence or to refrain from using that person’s patents or copyrights. If at any time during my employment with the Company, I am asked by the Company to
perform work which I believe may cause me to violate a duty I have to someone other than the Company, I will immediately inform an officer of the Company so that an assessment of the situation may be made. I also agree that I will not, during my
employment with the Company, bring onto the Company’s premises, use or disclose to the Company any proprietary information or trade secrets of any former employer or any other person without that person’s consent. 

11. Miscellaneous. This is the only agreement between the Company and myself about confidential information and the ownership of
inventions, and may not be modified, amended or terminated, in whole or in part, except in a writing signed by me and by an officer of the Company. Any later change in my title, compensation or duties will not affect this Agreement. This Agreement
will survive termination of my employment for any reason, and will continue for the benefit of and will be binding upon the successors, assigns, heirs and legal representatives of the Company and myself. Any waiver by the Company of a breach of any
of the obligations of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me. In the event any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions will
nevertheless continue in full force and effect without being impaired or invalidated in any way. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition


  
 3 








 
to any other rights and remedies it may have, to reimburse for its expenses, including court costs and reasonable attorney’s fees. This Agreement will be governed by the laws of the State of
California governing contracts between residents to be performed in the State of California. 
  

											
	Metabolex, Inc.	 		 		 		 	Employee
						
	By:	 	 /s/ Harold Van Wart
	 		 		 	By:	 	 /s/ Raymond W. Urbanski

		 	 Harold Van Wart
 Chief
Executive Officer
	 		 		 		 	Signature
						
		 	 October 3, 2011
	 		 		 		 	 Raymond W. Urbanski

		 	Date	 		 		 		 	Printed Name
						
		 		 		 		 		 	 Oct. 5, 2011

		 		 		 		 		 	Date


  
 4 








 EXHIBIT A 
 List of Inventions I Own (see para. 4.) 

  
 5 








 EXHIBIT B 
 Termination Certificate 
 This is to certify that I do not have in my
possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, equipment, computer programs or listings, other documents or property or any reproductions of any of these materials belonging to Metabolex, Inc.,
a Delaware corporation, its subsidiaries, successors or assigns (collectively, the “Company”). 
 I further certify
that I have complied with all the terms of the Company’s Employee Confidential Information and Inventions Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined in that agreement)
conceived or made buy me (solely or jointly with others) covered by that agreement. 
 I further agree that, in compliance with
the Employee Confidential Information and Inventions Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to inventions or products, including but not limited to
unannounced products, research and development activities, requirements and specifications of specific customers and potential customers, nonpublic financial information, and quotations or proposals given to customers, including any information
disclosed to the Company in confidence by any third party. 
 I further agree that for twelve (12) months from this date, I
will not solicit, induce, recruit or encourage any of the Company’s employees to leave their employment. 
  

	
	 /s/ R. Urbanski

	Signature
	
	 R. URBANSKI

	Printed Name
	
	 6-18-12

	Date



  
 6 








 Exhibit C 
 RELEASE AGREEMENT 
 (To be signed on or after the Separation Date)

 I understand that my employment with Metabolex, Inc. (the “Company”) terminated effective
            , 20     (the “Separation Date”). The Company has agreed that if I choose to sign this Release Agreement (“Release”), the Company will
provide certain severance benefits (minus the required withholdings and deductions) pursuant to the terms of the employment agreement dated October 3, 2011 (the “Letter Agreement”). I understand that I am not entitled to such
severance benefits unless I sign this Release, and it becomes fully effective. 
 I understand that this Release, together with
the Letter Agreement, 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 therein. 
 I hereby confirm my obligations under my Employee Agreement on Confidential Information and
Inventions with the Company. 
 I hereby represent that I have been paid all compensation owed and for all hours worked, have
received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a claim. 

In exchange for the consideration provided to me by the Letter Agreement that I am not otherwise entitled to receive, I hereby generally
and completely release Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns 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. This general release includes, but is not limited to: (a) all
claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and
fair dealing; claims under the Letter Agreement; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims,
including 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, the federal Age Discrimination
in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). 

  
  

 
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 I understand that I am not releasing any claim that cannot be waived under applicable state
or federal law. I am not releasing any rights that I have to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the
Company), any indemnification agreement between me and the Company, or any directors’ and officers’ liability insurance policy of the Company. Nothing in this Release shall prevent me from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby acknowledge and agree that I shall not recover any monetary benefits in
connection with any such proceeding with regard to any claim released in this Release. Nothing in this Release shall prevent me from challenging the validity of the release in a legal or administrative proceeding. 

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (“ADEA Waiver”). I
also acknowledge that the consideration given for the ADEA Waiver is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my ADEA
Waiver does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release; (c) I have twenty-one (21) days to consider this Release (although I may
choose to voluntarily sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke the ADEA Waiver; and (e) the ADEA Waiver will not be effective until the date (“Effective Date”) upon which
the revocation period has expired unexercised, which will be the eighth day after I sign this Release. 
 I 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 my release of any claims hereunder. 
 I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than twenty-one (21) days following my employment termination date. 
 I accept
and agree to the terms and conditions stated above: 
  

							
	  
	 		 		 	  

	Date	 		 		 	Raymond W. Urbanski, M.D., Ph.D.


  
  

 
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 EXHIBIT A 

RELOCATION EXPENSE POLICY FOR NEW AND TRANSFERRED EMPLOYEES 

  

	
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 EXHIBIT B 

EMPLOYEE AGREEMENT ON CONFIDENTIAL INFORMATION AND INVENTIONS 

  

	
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