Employment Agreement



 Exhibit 10.9 
 December 3, 2010 
 Kevin C. O’Boyle 

6638 Lavandula Ct. 
 San Diego, CA 92130

 Re: Employment Agreement 
 Dear Mr. O’Boyle: 
 This letter is to confirm our understanding with
respect to your employment by Advanced BioHealing, Inc. (the “Company”), the terms and conditions agreed to in this letter are hereinafter referred to as (the “Agreement”). In consideration of the
mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows: 

1. Employment. 
 (a) Description and Duties. Subject to the terms and conditions of this Agreement, the Company will employ you, and you will be employed by the Company and/or any present or future parent,
subsidiary or affiliate of the Company (each, a “Company Affiliate” and collectively, together with the Company, the “Company Group”), in the position of Senior Vice President and Chief Financial
Officer. You will report to the Company’s Chief Executive Officer. You will have the responsibilities, duties and authority commensurate with the position of a senior vice president, including, without limitation, the duties set forth on
Schedule 1 attached hereto. You will also perform such other and/or different services for the Company as may be assigned to you from time to time by the Company’s Chief Executive Officer or the Board of Directors of the Company (the
“Board”). You will perform such services primarily from the Company’s La Jolla, California offices (although you agree to travel as the needs of the Company’s business may require, including to the Company’s
corporate offices in Westport, Connecticut).  
 (b) Devotion to Duties. While you are employed
hereunder, (i) you shall use your best efforts, skills and abilities to perform faithfully all duties assigned to you pursuant to this Agreement and shall devote your full business time and energies to the business and affairs of the Company
and (ii) you shall not undertake any other advisory or director position from any person or entity without the prior written consent of the Board; provided, however, that nothing in this Section l(b) shall restrict you from


  
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continuing the activities listed in Schedule 2 attached hereto; provided further that none of the foregoing activities shall interfere in any material respect with the performance of
your duties hereunder. If, in the mutual determination of yourself and the Company’s Chief Executive Officer, your participation in any of the activities described in Section 1(b)(ii) above shall limit your ability to faithfully perform
all duties assigned to you pursuant to this Agreement, you agree that you will promptly resign from such duties and the Company agrees that it shall engage in good faith discussions with you regarding an appropriate increase, if any, in your annual
cash compensation hereunder in order to reconcile the difference between the annual cash compensation hereunder and the lost annual Board fee compensation as a result of your discontinuance of the foregoing outside activities. 

(c) Company Policies. The employment relationship between the parties shall also be subject to the Company’s
personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in
conflict with the Company’s general employment policies or practices, this Agreement shall control. 
 2.
Compensation. 
 (a) Base Salary. While you are employed hereunder, the Company will pay you a base
salary at the annual rate of $310,000 (the “Base Salary”). The Base Salary may be subject to adjustment from time to time in the discretion of the Company but shall not be reduced. The Base Salary will be payable in
substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, which currently provide for bi-weekly payments. The Company will deduct from each such installment all amounts required to be
deducted or withheld under applicable law or under any employee benefit plan in which you participate. 
 (b)
Bonus. In addition to the Base Salary, the Company may pay you a bonus in the manner described below (the “Bonus”). During any Plan Year (as defined below), you may be awarded an annual Bonus, the target of which is
set for your position at fifty percent (50%) of your Base Salary, one-half of which shall be based on the Company’s performance during such Plan Year and one-half of which shall be based on your performance during such Plan Year. These
individual performance objectives will be agreed upon in writing no later than forty-five (45) days after the start of your employment or beginning of the Plan Year whatever the case may be. In the event a Plan Year consists of less than or
more than twelve (12) months, the Base Salary shall be pro rated for purposes of determining the amount of each Bonus. If the Company terminates your employment during any Plan Year for any reason other than Cause (as defined below), if you
terminate for a Good Reason (as defined below) or if your employment is terminated for Disability (as defined below) or death, you (or your estate) shall be entitled to receive a pro rated portion of the Bonus, if any, earned during such Plan Year
based on the number of days you were employed by the Company during such Plan Year. If you terminate this Agreement in accordance with Section 3(a)(iii)(A) hereof, you shall be entitled to receive a Bonus only if you are employed by the Company
on the date such 

  
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Bonus is scheduled to be paid. Subject to Section 4, the Company shall pay each Bonus, if any, as soon as administratively possible following the end of the Plan Year just then ended, but in
any event no later forty-five (45) days after the end of such Plan Year. For purposes of this Agreement, the “Plan Year” is the twelve (12) month period beginning January through and including December. Your initial
Plan Year hereunder shall begin on January 1, 2011. 
 (c) Equity Compensation. Pursuant to a written
stock option agreement (the “Stock Option Agreement”) between the Company and you under the Company’s 2004 Stock Option Plan (the “Plan”), the Board has approved a stock option grant (the
“Option”) to purchase one hundred sixty-one thousand one hundred ninety-seven (161,197) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which the Company
represents and warrants to you is equal to one percent (1%) of the Company’s fully diluted shares outstanding as of the date of this Agreement. The shares subject to the Option shall vest quarterly over four (4) years and the Stock
Option Agreement will provide for an Option exercise period of one (1) year from the termination of your employment. The Option will be granted at an exercise price per share equal to the fair market value of a share of Common Stock (as
determined by an independent third party and approved by the Board) on the date of grant and the other terms and conditions of the Option (except to the extent in conflict with the terms set forth in this Agreement) will be as set forth in the Plan
and the Stock Option Agreement. 
 (d) Vacation. You will be entitled to four (4) weeks paid vacation
in each calendar year and paid holidays and personal days in accordance with the Company’s policies for its senior executives as in effect from time to time. All vacation days will be taken at times mutually agreed by you and the Company and
will be subject to the business needs of the Company. You may accrue unused vacation days up to one and one-half times your annual vacation allotment such that you shall be entitled to no more than six (6) weeks paid vacation at any time during
any calendar year. 
 (e) Fringe Benefits. You will be entitled to participate in employee benefit plans
which the Company provides or may establish for the benefit of its senior executives generally, for example, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans (collectively, the
“Fringe Benefits”). Your eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the
Company to establish or maintain any Fringe Benefits. 
 (f) Reimbursement of Expenses. The Company shall
reimburse you for all ordinary and reasonable out-of-pocket expenses that are reasonably incurred by you in furtherance of the Company’s business in accordance with the Company’s policies with respect thereto as in effect from time to
time. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred, and business expenses must be substantiated by receipts and documentation reasonably satisfactory to
the Company. All approved business expenses 

  
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shall be reimbursed by the Company to you within one (1) month of submission of appropriate receipts and documentation. If a business expense reimbursement is not exempt from
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a
reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the
calendar year in which such business expense is incurred by you. 
 3. Term of Employment. 

(a) Term; Termination. Subject to the terms hereof, your employment hereunder will commence on December 6,
2010 (the “Commencement Date”) and will continue until the first to occur of the following: 
 (i) Immediately upon your death; 
 (ii) By the Company: 

(A) By written notice to you effective the date of such notice, following your failure, due to illness, accident or any
other physical or mental incapacity, to perform the essential functions of your position for an aggregate of ninety (90) business days within any period of one hundred and eighty (180) consecutive business days during the term hereof as
determined by a physician selected by you (“Disability”), provided that if applicable law provides any provision regarding disability that is more favorable to you than that set forth herein, such more favorable
provision will govern, and provided further that if and only to the extent that your Disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, “Disability” shall
have the meaning set forth in Section 409A(a)(2)(C) of the Code; or 
 (B) By written notice to you
effective the date of such notice, with or without Cause; 
 (iii) By you: 

(A) Without Good Reason at any time by written notice to the Company effective forty-five (45) days after the date
of such notice; or 
 (B) Provided you have not previously been notified of the Company’s intention to
terminate your employment, you may resign for Good Reason at any time by written notice to the Company effective forty-five (45) days after the date of such notice; provided, however, that prior to any termination for Good Reason,
you must provide notice to the Company of the existence of a condition described in Section 3(b)(ii) of this Agreement within thirty (30) days of the date that you learn of the 

  
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initial existence of such condition and the Company shall have a period of forty-five (45) days in which to remedy such condition. Any termination by you shall not be treated as a
termination for Good Reason and shall instead be treated as a termination by you under Section 3(a)(iii)(A) of this Agreement if you fail to provide the aforementioned notice within the thirty (30) day period or if the Company remedies the
situation within the aforementioned forty-five (45) period and you still determine to terminate your employment. 
 (b) Definitions. For purposes of this Agreement: 
 (i)
“Cause” means (A) any conduct that constitutes a felony under applicable law, either in connection with the performance of your obligations to the Company or which otherwise materially and adversely affects your ability
to perform such obligations, (B) your willful misrepresentation of material information to or concealment of material information from the Company, (C) the commission by you of an act of fraud or embezzlement against the Company or breach
of fiduciary duty owed to the Company, (D) any willful act of misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, (E) gross negligence in the performance of or willful failure to perform your
duties which is not cured within thirty (30) days after delivery to you by the Company of written notice of such gross negligence or willful failure, or (F) a material breach by you of any material provision of this Agreement or the
Employee Confidential Information and Inventions Assignment Agreement, by and between you and the Company, dated as of December 1, 2010 (the “Proprietary Agreement”), which breach, if reasonably curable, is not cured
within thirty (30) days after delivery to you by the Company of written notice of such breach. With respect to any such determination, the Board will act fairly and in utmost good faith. No act or omission on your part will be considered
“willful” unless done, or admitted to be done, by you in bad faith or without your reasonable belief that such act or omission was in the best interest of the Company. 

(ii) “Good Reason” means: (A) without your written consent, a material reduction by the
Company of your Base Salary as in effect on the date hereof or as the same may be increased from time to time; (B) without your written consent, a change in the principal location at which you provide services to the Company to over
thirty-five (35) miles away from La Jolla, California; or (C) a material adverse change by the Company in your duties, authority or responsibilities as Senior Vice President and Chief Financial Officer as set forth on Schedule 1 which
causes your position with the Company to become of less responsibility or authority than your position as of immediately following the Commencement Date, provided that the Company shall have sixty (60) days from the date of the written
notice set forth in Section 3(a)(iii)(B) in which to cure any alleged action or omission giving rise to the Good Reason, in which case there shall be no Good Reason. It is understood that if, after any Change of Control, you are not serving as
the Chief Financial Officer of the parent corporation, such action would constitute Good Reason under this Section 3(b)(ii)(C). 

  
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 4. Effect of Termination. 

(a) Definitions. For purposes of this Agreement: 

(i) “Accrued Obligations” means (A) the portion of your Base Salary as has accrued prior to
any termination of your employment with the Company and has not yet been paid, (B) an amount equal to the value of your accrued unused vacation days, (C) the amount of any Bonus previously determined by the Board to have been earned but
not yet paid and (D) the amount of any expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed. 
 (ii) “Change of Control” means (A) a merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent
party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding
immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the
capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of
such surviving or resulting corporation; provided that, for the purpose of this definition, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation, or upon conversion of
options, warrants, preferred stock and convertible notes and debentures outstanding immediately prior to such merger or consolidation, shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted
or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged, (B) the sale, lease, exchange or other transfer (in one transaction or a series of related transactions)
of all or substantially all of the assets of the Company or (C) the liquidation or dissolution of the Company or the Company ceasing to do business. 
 (b) Death or Disability; Termination Without Cause or for Good Reason. If your employment hereunder is terminated as a result of your death or Disability or is terminated by the Company without
Cause, or is terminated by you for Good Reason, the Company will pay the Accrued Obligations to you (or your estate) within fifteen (15) days following such termination. 

(c) Termination for Cause; Voluntary Termination. If your employment hereunder is terminated by the Company for
Cause or by you pursuant to Section 

  
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3(a)(iii), the Company will pay the Accrued Obligations to you within fifteen (15) days following such termination; provided, however, the Company shall have no obligation to
pay any Bonus with respect to the year in which you were terminated, whether earned, accrued or otherwise. 
 (d)
Severance. If your employment is terminated by the Company without Cause or by you for Good Reason at any time, whether or not in connection with a Change of Control, the Company will continue to pay you your Base Salary and target Bonus for
the Plan Year in which the termination occurs in accordance with the Company’s normal payroll cycle during the period commencing on the date of termination and ending on the twelve (12) month anniversary of such date of termination. If you
are participating in the Company’s group health insurance plans on the effective date of termination without Cause or by you for Good Reason, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state
insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for the twelve-month period, or for the continuation period for which you are eligible, whichever is
shorter. Notwithstanding the foregoing provisions of this Section (i) if you become reemployed with another employer and are eligible for medical or other welfare benefits under another employer provided plan, the medical and other welfare
benefits described herein shall cease, and (ii) the payments pursuant to this Section are conditional on (A) your not being in breach of your obligations under Section 5 of this Agreement or the Proprietary Agreement which breach, if
reasonably curable, is not cured within thirty (30) days after delivery to you by the Company of written notice of such breach, and (B) the Company’s receipt of an executed general release in favor of the Company, in a form attached
hereto as Schedule 3, or, in the event of any change or development in applicable law, as such form may be amended to have substantially the same effect as Schedule 3 would have if entered into as of December 2010 (executed by you or your
other duly authorized representative) and the expiration of the revocation period set forth therein. You agree to accept the aforementioned severance compensation as liquidated damages for your termination under the provisions of this Section, and
understand and agree that such liquidated damages are in lieu of all other compensation and benefits owed to you under any and all other provisions of this Agreement and further constitute reasonable compensation for losses that you may incur and
are not a penalty. 
 (e) Options. If your employment with the Company is terminated by the Company
without Cause or by you for Good Reason within twelve (12) months after a Change of Control, the Option will become fully vested and exercisable as of the date of such termination and the Stock Option Agreement is hereby amended accordingly.

 (f) Six-Month Delay if Specified Employee. In the event that as of the date of your termination from
employment you are a Specified Employee (as defined below), and the Company has stock that is publicly traded on an established securities market or otherwise any severance to which you would otherwise be entitled under this Agreement during the
first six (6) months following your date of termination shall be accumulated and paid to you as provided in this Section 4(f). In the event your employment is terminated as a result of your death, any severance shall be paid at the time
and in the 

  
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manner provided in Section 4(b) above. Further, any portion of severance provided in Section 4(d) shall be paid at the time and in the manner provided in Section 4(d) above, but
only to the extent that such payments do not exceed the 409A Severance Limit (as defined below). Any such payments in excess of the 409A Severance Limit, including following a Change of Control, to which you would otherwise be entitled under
Section 4(d) shall be accumulated and paid in a single lump sum as of the earlier of the ninetieth (90th) day following the date of your death or the first (1st) day of the seventh (7th) month following your date of termination.
For purposes of this Agreement, the “409A Severance Limit” means the lesser of (i) two (2) times your annualized compensation (based on your annual rate of pay for the taxable year preceding the taxable year in which your
employment is terminated) or (ii) two (2) times the maximum amount of compensation that can be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which your employment is terminated.
For purposes of this Agreement, a “Specified Employee” means a “Specified Employee” as defined for purposes of Code Section 409A(a)(2)(B)(i), as amended from time to time. You acknowledge that
such definition currently includes: (1) an owner of more than five percent (5%) of the stock of the Company; (2) an owner of more than one percent (1%) of the stock of the Company who has compensation from the Company in excess
of $150,000 per calendar year (not indexed); or (3) an officer of the Company with compensation in excess of $145,000 per calendar year (for 2007), as adjusted under Section 416(i)(1) of the Code. Determination of the identity of Specified
Employees shall be made as of December 31 each year (the “Specified Employee Identification Date”) and such determination shall be effective for each twelve (12) month period extending from January 1 through
December 31 of the year following the Specified Employee Identification Date. 
 5. Prohibited Competition.

 (a) Certain Acknowledgements and Agreements. 

(i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the
Company Group. 
 (ii) You acknowledge that a business will be deemed competitive with the business of the
Company Group if it researches, develops, manufactures or commercializes cell-based wound healing technology or products (each a “Competitive Company”). 

(iii) You further acknowledge that, while you are employed hereunder, the Company Group will furnish, disclose or make
available to you Confidential Information (as defined below) related to the business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and
such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete
with the Company Group. You also acknowledge that if you become employed 

  
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or affiliated with any Competitive Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would
use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge
that any and all “goodwill” created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and
any customers of the Company Group. 
 (iv) For purposes of this Agreement, “Confidential
Information” means any information concerning the organization, business (including products and technology) or finances of the Company or of any third party that the Company is under an obligation to keep confidential that is
maintained by the Company as confidential. Such Confidential Information shall include, but is not limited to, trade secrets or confidential information respecting inventions, products, technology, data, test results, designs, methods, formulae,
know-how, show-how, techniques, systems, processes, software programs, works of authorship, research and development, agreements with customers or other entities or individuals, data, specifications, customer (existing and prospective) and supplier
identification, financials, product cost and profit information, projects, plans and proposals. 
 (b)
Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (1) year following the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent
of the Company: 
 (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as
principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with,
engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if
such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit
you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with
the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); 

  
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 (ii) Either individually or on behalf of or through any third party,
directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to
which the Company Group has developed or made a sales presentation (or similar offering of services); 
 (iii)
Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the
Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or 

(iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to
interfere with, the relations between the Company Group and any vendor or supplier to the Company Group. 
 (c)
Reasonableness of Restrictions. You further recognize and acknowledge that (i) the types of employment which are prohibited by this Section 5 are narrow and reasonable in relation to the skills which represent your principal salable
asset both to the Company Group and to your other prospective employers and (ii) the time period and the geographical scope of the provisions of this Section 5 is reasonable, legitimate and fair to you in light of the Company Group’s
need to market its services and sell its products in a large geographic area in order to have a sufficient customer base to make the Company Group’s business profitable and in light of the limited restrictions on the type of employment
prohibited herein compared to the types of employment for which you are qualified to earn your livelihood. 
 (d)
Survival of Acknowledgements and Agreements. Your acknowledgements and agreements set forth in this Section 5 will survive the termination of this Agreement and the termination of your employment hereunder for any reason or for no
reason. 
 6. Proprietary Agreement. You hereby agree and acknowledge that you are subject to the terms and conditions of
the Proprietary Agreement, and that the provisions of the Proprietary Agreement shall survive expiration or termination of this Agreement in accordance with the terms thereof. 
 7. Disclosure to Future Employers. You will provide, and the Company, in its discretion, may similarly provide, a copy of the covenants contained in Section 5 of this Agreement and a copy of
the Proprietary Agreement to any business or enterprise which you may, directly or indirectly, own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing or control, or with which
you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. 

  
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 8. Records. Upon termination of your employment hereunder for any reason or for no
reason and at any other time requested by the Company, you will deliver to the Company Group any property of the Company Group which may be in your possession, including products, materials, memoranda, notes, records, reports or other documents or
photocopies of the same. 
 9. Insurance. The Company, in its sole discretion, may apply for and purchase key person life
insurance on your life in an amount determined by the Company with the Company Group as beneficiary and one or more other policies of insurance insuring your life. You will submit to any medical or other examinations and execute and deliver any
applications or other instruments in writing that are reasonably necessary to effectuate such insurance. 
 10.
Representations. You hereby represent and warrant to the Company that you understand this Agreement, that you enter into this Agreement voluntarily and that your employment under this Agreement will not conflict with any legal duty owed by
you to any other party, or with any agreement to which you are a party or by which you are bound, including, without limitation, any non-competition or non-solicitation provision contained in any such agreement. You will indemnify and hold harmless
the Company Group and its officers, directors, security holders, partners, members, employees, agents and representatives against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such
representation and warranty. 
 11. General. 

(a) Notices. All notices, requests, consents and other communications hereunder which are required to be provided,
or which the sender elects to provide, in writing, will be addressed to the receiving party’s address set forth on the signature page hereto or to such other address as a party may designate by notice hereunder, and will be either
(i) delivered by hand, (ii) sent by overnight courier or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have
been given either (1) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (2) if sent by overnight courier, on the next business day following the day such notice is
delivered to the courier service or (3) if sent by registered or certified mail, on the fifth business day following the day such mailing is made. 
 (b) Entire Agreement. This Agreement, together with the Proprietary Agreement and the other agreements specifically referred to herein, embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not
expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 
 (c) Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. 

  
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 (d) Waivers and Consents. The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing
waiver or consent. 
 (e) Assignment. The Company may assign its rights and obligations hereunder to any
person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved or to any Company Affiliate. You may not assign your rights and obligations
under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void. 

(f) Benefit. All statements, representations, warranties, covenants and agreements in this Agreement will be
binding on the parties hereto and will inure to the benefit of the respective successors and permitted assigns, heirs and legal representatives of each party hereto. Nothing in this Agreement will be construed to create any rights or obligations
except between the Company and you, except for your obligations to the Company Group as set forth herein, and no person or entity (except for a Company Affiliate as set forth herein) will be regarded as a third-party beneficiary of this Agreement.

 (g) Governing Law. This Agreement and the rights and obligations of the parties hereunder will be
construed in accordance with and governed by the law of the State of California, without giving effect to the conflict of law principles thereof. 
 (h) Jurisdiction, Venue and Service of Process. Any legal action or proceeding with respect to this Agreement will be brought in the courts of the State of California in San Diego County or of the
United States of America for the Southern District of California. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of
the aforesaid courts. 
 (i) WAIVER OF JURY TRIAL. ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM ARISING UNDER
OR RELATING TO THIS AGREEMENT WILL BE RESOLVED BY A JUDGE ALONE AND EACH OF YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL THEREOF. 
 (j) Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by
a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected
thereby, and each portion and provision of this Agreement will be valid 

  
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and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the geographic area
covered thereby, or other aspect or scope of such provision, the court making such determination will have the power to reduce the duration, geographic area of such provision, or other aspect or scope of such provision, and/or to delete specific
words and phrases (“blue-penciling”), and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced. 

(k) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for
convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 
 (l) Injunctive Relief. You hereby expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Section 5 of this Agreement will result in
substantial, continuing and irreparable injury to the Company Group. Therefore, in addition to any other remedy that may be available to the Company Group, the Company Group will be entitled to injunctive or other equitable relief by a court of
appropriate jurisdiction in the event of any breach or threatened breach of the terms of Section 5 of this Agreement. The period during which the covenants contained in Section 5 will apply will be extended by any periods during which you
are found by a court to have been in violation of such covenants. 
 (m) No Waiver of Rights, Powers and
Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. No
single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement will entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or demand. 
 (n) Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or other
electronic signatures. 
 (o) Opportunity to Review. You hereby acknowledge that you have had adequate
opportunity to review these terms and conditions and to reflect upon and consider the terms and conditions of this Agreement, and that you have had the opportunity to consult with counsel of your own choosing regarding such terms. You further
acknowledge that you fully understand the terms of this Agreement and have voluntarily executed this Agreement. 

  
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 (p) Legal Fees. If any legal action, arbitration or other proceeding
is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’
fees and other costs it incurred in that action or proceeding, in addition to any other relief to which it may be entitled. 

*     *     *     *     *     *


  
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 If the foregoing accurately sets forth our agreement, please so indicate by signing and
returning to us the enclosed copy of this Agreement. 
  

			
	Very truly yours,
	
	ADVANCED BIOHEALING, INC.
		
	By:	 	 /s/ Kevin Rakin

	Name:	 	Kevin Rakin
	Title:	 	Chief Executive Officer
		 	36 Church Lane
		 	Westport, CT 06880


 Accepted and Approved 

 

	
	 /s/ Kevin C. O’Boyle

	Kevin C. O’Boyle
	6638 Lavandula Ct.
	San Diego, CA 92130


  
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 SCHEDULE 1 
 DUTIES 
 SUMMARY 
 Reporting to the Chairman and Chief Executive Officer, the Chief Financial Officer must engage with the CEO and the rest of the leadership team on the strategic direction of the business, lead the
Company’s investor activities, play an active role in driving operational performance, and lead strong Finance, HR, Legal and IT teams. The CFO is a strategic member of the executive team and must ensure that the operating systems and
infrastructure of the organization are scalable and can support rapid growth. The CFO must engage closely with the commercial operations of the business and be an active participant in the development of the Company’s business partnering and
investor relations strategies. 
 ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned. The CFO will
be primarily responsible for leading the Company’s efforts to: 
  

	 	•	 	 Ensure effective communications and relationships with the Company’s senior executive team, Board of Directors, investors and lenders.



  

	 	•	 	 Develop a world class finance organization with accounting policies and practices that are consistent with regulatory requirements.



  

	 	•	 	 Ensure timely and accurate reporting and analysis, both written and oral, of financial and associated business information to internal business
partners and external constituents. 


  

	 	•	 	 Manage corporate-wide financial planning and analysis and partner closely with business leaders to identify and manage key operational performance
drivers. 


  

	 	•	 	 Lead high-performing Finance, Legal, Human Resources and IT functions while at the same time identifying opportunities for improvement and efficiency.



  

	 	•	 	 Analyze business risks and opportunities, and make recommendations as they affect the financial results of the business. 



 

	 	•	 	 Develop and implement processes and systems required to support the rapid growth of the organization. 



 

	 	•	 	 Provide strategic leadership and insight on future financing alternatives for the Company, including an initial public offering and any follow-on
public offerings, corporate partnerships and merger and acquisition transactions. 


  

	 	•	 	 Engage closely with the commercial operations of the business including interaction with key customers. 



  
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 SCHEDULE 2 

OUTSIDE ACTIVITIES 
  

	 	•	 	 Genmark Diagnostics, Inc.: Member of the Board of Directors and Chair of the Audit Committee. 



 

	 	•	 	 Tornier N.V.: Member of the Board of Directors and the Audit Committee. 



  
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 SCHEDULE 3 
 GENERAL RELEASE 
 I, Kevin C. O’Boyle, understand
that I must sign and return to Advanced BioHealing, Inc. (the “Company”) this “Release” no earlier than last day of the my employment and no later than the twenty-first (21st) or forty-fifth (45th) day after the termination of my employment, and not revoke
this Release as permitted by Section (e)(vi), to receive the Severance specified in Section 4(d) of the Employment Agreement to which this Release is Schedule 3. 
 (a) General Release. I, on behalf of myself, my heirs, estate, trust(s), successors and assigns, hereby release and forever discharge the “Releasees” hereunder, consisting
of the Company and its parents, subsidiaries and affiliates (the “Affiliates”), and each of their respective partners, members, managers, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors,
officers, employees, shareholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all Claims, as defined in Section (b).

(b) Claims Released. The “Claims” released herein include any and all manner of action or actions, cause
or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent,
which I now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include:
any claims in any way arising out of, based upon, or related to Employee’s employment by or service as a director to any of the Releasees, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees,
incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the
Company’s rights to terminate the employment of Employee; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under: Age Discrimination in Employment Act, as amended, 29
U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act
of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et
seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor
Standards Act, 29 U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab.
Code §§ 1197.5(a),1199.5; the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the
California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; or under the California Labor Code), or any other federal, state or local law. 

  
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 (c) Claims Not Released. Notwithstanding the generality of the foregoing, the Claims
released shall not include any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any worker’s compensation claim and any claim for indemnification under
California Labor Code Sections 2800 or 2802 (the “Unreleased Claims”). 
 (d) Unknown Claims. I
ACKNOWLEDGE THAT I AM HEREBY ADVISED OF AND AM FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES 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.” 
 BEING AWARE OF SAID CODE SECTION, I HEREBY EXPRESSLY WAIVE ANY RIGHTS I
MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 
 (e) Review and
Revocation  
 I agree and acknowledge that the Separation Agreement and this Release include a waiver and release of all
claims which I have or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of
the waiver and release of the ADEA claims under this general release: 
 (i) This Release is written in a manner calculated to
be understood by me, and I understand it. 
 (ii) The waiver and release of claims under the ADEA contained in this Release do
not cover rights or claims that may arise after the date on which I sign this Release. 
 (iii) Section 4(d) of the
Employment Agreement provides for consideration in addition to anything of value to which I am already entitled. 
 (iv) I
consulted an attorney before signing the Employment Agreement, and I am hereby advised to consult an attorney before signing this Release. 
 (v) I have been granted not less than twenty-one (21) days after receiving this Release to decide whether or not to sign this Release, and, if the Company designates at the time of the termination of
my employment, I may be granted forty-five (45)

  
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days to decide whether or not to sign this Release. If I sign this Release prior to the expiration of the twenty-one (21) or forty-five (45) day period, I do so voluntarily and after
having had the opportunity to consult with an attorney, and I hereby waive the remainder of the twenty-one (21) or forty-five (45) day period. 
 (vi) If the Company designates a forty-five (45) day review period, I acknowledge that I have received written disclosure concerning the class, unit or group covered by the severance offer, the
eligibility factors for the program, the time limits applicable to the program, and the job titles and ages of individuals eligible or selected for the program and of the individuals in the same job classification or unit not eligible or selected
for the program. 
 (vii) I have the right to revoke this Release within seven (7) days of signing this Release. In the
event this Release is revoked, this Release will be null and void in its entirety, and I will not be entitled to the Severance as providing in Section 4(d) of the Employment Agreement. 

(viii) If I wish to revoke this Release, I must deliver written notice stating my intent to revoke this Release to
the Company’s Chief Executive Officer on or before 5:00 p.m. on the seventh (7th) Day after the date on which I signed this Release. 
 (f) No Assignments
of Claims. I represent and warrant that there has been no assignment or other transfer of any interest in any Claim that I may have against Releasees, or any of them, and I agree to indemnify and hold Releasees, and each of them, harmless from
any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the
intention of the Parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against me under this indemnity. 
 (g) No Actions. I agree that if I hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of
them, any of the Claims released hereunder, then I will pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said
suit or Claim. The foregoing shall not apply to: (1) my right to file a charge with the United States Equal Employment Opportunity Commission; however, I hereby waive any right to any damages or individual relief resulting from any charge; or
(2) any suit or Claim to the extent it challenges the effectiveness of this release with respect to a claim under the Age Discrimination in Employment Act. 
 (h) No Admission. I understand and agree that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever
by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to me. 

  
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 (i) No Reliance. I acknowledge that different or additional facts may be discovered
in addition to what is now known or believed to be true by me with respect to the matters released in this Release, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released,
notwithstanding any different or additional facts. 
 EMPLOYEE: 

 

	
	  

	Kevin C. O’Boyle


  
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