exhibit1011rwinklerrelea






                                                                   Exhibit 10.11                               RELEASE AGREEMENT         This  Release  Agreement  (the  “Agreement”)  is  entered  into  by  and  between Robert  Winkler,  M.D. (“Executive”) and Zeno Management, Inc. (the “Company”), effective as of the Effective Date (as  defined below).                                      RECITALS         WHEREAS, Executive is a party to that certain Employment Agreement effective as of February  1, 2019, with the Company (the “Employment Agreement”);         WHEREAS,  Executive’s  employment  with the  Company  terminated effective  as  of March  18,  2020 (the “Termination Date”); and         WHEREAS, Executive acknowledges that, but for his agreement to execute this Agreement, he  would not be eligible for the termination benefits provided in the Employment Agreement and set forth  below.         NOW  THEREFORE,  in  consideration  of,  and  subject  to,  the termination benefits  payable  to  Executive described in Section 3 below, the adequacy of which is hereby acknowledged by Executive,  and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the  Company hereby agree as follows:                                    AGREEMENT         1.    Effective Date.  This Agreement shall become effective upon the occurrence of both of the  following events:  (a) execution of the Agreement by Executive, and (b) expiration of the revocation period  applicable under Section 6(d) below without Executive having given notice of revocation.  The date of the  last to occur of the foregoing events shall be referred to in this Agreement as the “Effective Date.”  Unless  the Effective Date occurs on or before May 12, 2020, this Agreement shall be null and void.  The parties  agree  that  any  material  or  immaterial  changes  to  this  Agreement  shall  not  extend  the  deadline  for  the  occurrence of the Effective Date.         2.    Termination of Employment.               a.    The Termination Date was the termination date of Executive’s employment with        the  Company  and  any  of  its  affiliates  for  all  purposes,  including  active  participation  in  and        coverage  under  all  benefit  plans  and  programs  sponsored  by  or  through  the  Company  and  its        affiliates except as provided in this Agreement.  Executive hereby confirms his termination from        all  positions he holds  with  the  Company, including  his  position  as  Chief  Medical  Officer,        effective as of the Termination Date.  In accordance with applicable law, on March 27, 2020, the        Company's  next regular pay date  following the  Termination Date, the  Company will issue  to        Executive his final  paycheck,  reflecting  (i) his earned  but  unpaid  base  salary  through  the        Termination  Date,  and  (ii)  all  accrued,  unused vacation  pay due Executive through  the        Termination Date. Executive’s “separation from service” for purposes of Section 409A of the        Internal Revenue Code of 1986, as amended (the “Code”), shall be the Termination Date.               b.    The  Company,  within  thirty  (30)  days  after  the  Termination  Date,  will        reimburse Executive for any and all reasonable and necessary business expenses incurred by        Executive in connection with the performance of his job duties prior to the Termination Date, 





 






                                                                                       which  expenses  shall  be  submitted  to  the  Company  with  supporting  receipts  and/or        documentation no later than twenty-one (21) days after the Termination Date.               c.    Subject to Section 3(b) below, Executive’s entitlement to health benefits from        the Company, and eligibility to participate in the Company’s health benefit plans, shall cease        on the last day of the calendar month during which the Termination Date occurs, except to        the  extent Executive elects  to  and  is  eligible  to  receive  continued  healthcare  coverage        pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985,        as amended (“COBRA”), for himself and any covered dependents. Executive’s entitlement to        other  benefits  from  the  Company,  and  eligibility  to  participate  in  the  Company’s  other        benefit plans and programs, shall cease on the Termination Date.         3.    Termination  Benefits.  In  consideration  for  Executive’s  agreement  to  be  bound  by  the  terms of this  Agreement, including but  not limited to the  release  of  claims in  Section 6,  but  subject to  Executive's compliance with Section 9, including Section 9(e) regarding the return of Company property,  the  Company  agrees  to  provide  Executive  with  the  following  termination  benefits  (the  “Termination  Benefits”):               a.    A  lump  sum  cash severance  payment  of  $461,725.16  (representing  twelve  (12)        months' base salary based on the base salary rate in effect on the Termination Date), payable in a        lump sum within ten (10) days following the Effective Date; and               b.    For the period beginning on the Termination Date and ending on the date which is        twelve  (12) full  months  following  the  Termination  Date  (or,  if  earlier,  the date  on  which  the        applicable continuation period under COBRA expires or the date Executive becomes eligible to        receive the equivalent or increased healthcare coverage by means of subsequent employment or        self-employment) (such period, the “COBRA Coverage Period”), if Executive and his eligible        dependents who were covered under the Company’s health insurance plans as of the Termination        Date elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for        or reimburse Executive on  a monthly  basis  for  an  amount  equal  to  (i)  the  monthly  premium        Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his        eligible dependents who were covered under the Company’s health plans as of the Termination        Date  (calculated  by  reference  to  the  premium  as  of  the  Termination  Date)  less  (ii)  the  amount        Executive would have had to pay to receive group health coverage for Executive and his covered        dependents based on the cost sharing levels in effect on the Termination Date.  Executive shall be        solely  responsible  for  all  matters  relating  to  continuation  of  coverage  pursuant  to  COBRA,        including, without limitation, the election of such coverage and the timely payment of premiums.         Executive shall  notify  the  Company  immediately  if Executive becomes  eligible  to  receive  the        equivalent  or  increased  healthcare  coverage  by  means  of  subsequent  employment  or  self-       employment.         The Termination Benefits shall be the exclusive severance benefits to which Executive is entitled,  unless Executive has breached the provisions of this Agreement, in which case Section 9(f) shall apply.  Executive understands that Executive will not be entitled to the Termination Benefits under this Agreement  if the Effective Date does not occur on or before May 12, 2020, or in the event Executive breaches the  terms of this Agreement.  The parties agree that any material or immaterial changes to this Agreement shall  not extend the deadline for the occurrence of the Effective Date.         4.    Class  B  Common  Units;  Common  Stock.   Executive  was  previously  granted  Class  B  common  units  of  Zentalis  Pharmaceuticals,  LLC (“LLC”).   As  of  the  Termination  Date,  60,425  of  Executive's Class B common units were vested and 132,539 of Executive's Class B common units were                                         2    US-DOCS\115257886.3





 






                                                                                 unvested.   Executive's  unvested  Class  B  common  units  ceased  vesting  as  of  the  Termination  Date.   Pursuant  to  the  terms  of  the  award  agreements  governing  such  Class  B  Common  Units,  Executive’s  unvested  Class  B  common  units  terminated  effective  on  the  Termination  Date.   On  April  2,  2020,  in  connection  with  the  initial  public  offering  of  the  common  stock of  Zentalis  Pharmaceuticals,  Inc.  (“Common Stock”), pursuant to that certain Plan of Conversion by LLC dated as of April 2, 2020 (the  “Plan  of  Conversion”),  LLC converted  into  Zentalis  Pharmaceuticals,  Inc. (“Parent  Corporation”)  pursuant  to  a  statutory  conversion which  automatically  converted the  membership  interests  of  LLC,  including Executive's  vested  Class  B  common  units,  into  shares  of  Common  Stock,  effective  as  of  the  April 2, 2020 (such actions, collectively, the “Conversion”).  As a result of the Conversion, Executive's  60,425 Class B common units were converted into 61,663 shares of Common Stock.  Executive will be  separately provided information about receiving his shares of Common Stock from Parent Corporation's  transfer agent.  Executive's Common Stock remains subject to the terms of the lock-up agreement executed  by Executive in connection with Parent Corporation's initial public offering.         5.    Warranty.  Executive acknowledges that, other than the compensation set forth in Section 2  above paid to him as provided therein and the Termination Benefits set forth in Section 3 above, he has or  will have received all wages, accrued but unused vacation pay, and other benefits due him as a result of his  employment with and termination from the Company.         6.    Release of Known and Unknown Claims By Executive.                 a.    In  exchange  for  the Termination Benefits set  forth  in  Section  3  above,  and  in        consideration  of  the  further  agreements  and  promises  set  forth  herein, Executive,  on  behalf of        himself and his executors,  heirs,  administrators,  representatives  and  assigns,  hereby  agrees  to        release and forever discharge the Company and all predecessors, successors and their respective        parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present        investors,  directors,  stockholders,  officers,  general  or  limited  partners, employees,  attorneys,        agents and representatives, and the employee benefit plans in which Executive is or has been a        participant  by  virtue  of his employment  with  or  service  to  the  Company  (collectively,  the        “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights,        causes  of  action,  equitable  relief,  damages,  costs,  charges,  complaints,  obligations,  promises,        agreements,  controversies,  suits,  expenses,  compensation,  responsibility  and  liability  of  every        kind and  character  whatsoever  (including  attorneys’ fees  and  costs),  whether in  law or equity,        known  or  unknown,  asserted  or  unasserted,  suspected  or unsuspected  (collectively, “Claims”),        which Executive has or may have had against such entities based on any events or circumstances        arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly        or  indirectly  out  of,  relating  to,  or  in  any  other  way  involving  in  any  manner  whatsoever        Executive’s employment by or service to the Company or the termination thereof, including any        and all claims arising under federal, state, or local laws relating to employment, including without        limitation  claims  of  wrongful  discharge,  breach  of  express  or  implied  contract,  fraud,        misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in        any  court or administrative agency  including, without limitation, claims  under Title  VII of the        Civil  Rights  Act  of  1964,  as  amended,  42  U.S.C.  Section  2000, et seq.;  the  Americans  with        Disabilities  Act,  as  amended,  42 U.S.C.  § 12101 et seq.;  the  Rehabilitation  Act  of  1973,  as        amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991;        42  U.S.C.  Section  1981, et seq.;  the  Age  Discrimination in  Employment  Act,  as  amended,  29        U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section        206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.;        the  Family  and  Medical  Leave  Act,  as  amended,  29 U.S.C. § 2601 et seq.;  the  Fair  Labor        Standards  Act  of  1938,  as  amended,  29 U.S.C.  § 201 et seq.; and the  Employee  Retirement        Income Security Act, as amended, 29 U.S.C. § 1001 et seq.                                         3    US-DOCS\115257886.3





 






                                                                                             Notwithstanding  the  generality  of  the  foregoing, Executive does  not  release any  claim        which, by law, may not be released, including the following claims:                     (i)   Claims for unemployment compensation or any state disability insurance              benefits pursuant to the terms of applicable state law;                      (ii)  Claims for workers’ compensation insurance benefits under the terms of              any worker’s compensation insurance policy or fund of the Company;                      (iii) Claims pursuant to the terms and conditions of the federal law known as              COBRA;                     (iv)  Claims for indemnity under the bylaws of the Company, as provided for              by applicable law or under any applicable insurance policy with respect to Executive’s              liability  as  an  employee,  director  or  officer  of  the  Company (and Executive  will  be              provided  with  indemnification  against  third  party  claims  related  to  his  work  for  the              Company to the extent permitted by Delaware law);                     (v)   Claims  for Executive’s  right  to bring  to  the  attention  of  the  Equal              Employment  Opportunity  Commission  or  any  other  federal,  state  or  local  government              agency claims of discrimination, or from participating in an investigation or proceeding              conducted by the Equal Employment Opportunity Commission or any other federal, state              or local government agency; provided, however, that Executive does release his right to              secure any damages for alleged discriminatory treatment;                     (vi)  Claims based on any right Executive may have to enforce the Company’s              executory obligations under this Agreement;                      (vii) Claims Executive may  have  to  vested  or  earned  compensation  and              benefits; and                     (viii) Executive’s  right  to  communicate  or  cooperate  with  any  government              agency.               b.    EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND        IS  FAMILIAR  WITH  THE  PROVISIONS  OF  CALIFORNIA  CIVIL  CODE  SECTION  1542,        WHICH PROVIDES AS FOLLOWS:               “A  GENERAL  RELEASE  DOES  NOT  EXTEND  TO  CLAIMS    THAT   THE        CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN        HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF        KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY, AFFECTED HIS OR HER        SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”               BEING  AWARE  OF  SAID  CODE  SECTION, EXECUTIVE HEREBY  EXPRESSLY        WAIVES  ANY  RIGHTS HE MAY  HAVE  THEREUNDER,   AS  WELL  AS  UNDER  ANY        OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.               c.    Executive acknowledges that he was provided with this Agreement on April 9,        2020.  Executive acknowledges that Executive is has been provided more than twenty-one (21)        days’ time in which to consider this Agreement after the Company’s delivery of such Agreement                                         4    US-DOCS\115257886.3





 






                                                                                       to him.  Executive further acknowledges that the Company has advised him that he is waiving his        rights under the ADEA, and that Executive should consult with an attorney of his choice before        signing  this Agreement,  and Executive has  had  sufficient  time  to  consider  the  terms  of  this        Agreement.  Executive represents and acknowledges that if Executive executes this Agreement        before twenty-one (21) days have elapsed, Executive does so knowingly, voluntarily, and upon        the  advice  and  with  the  approval  of Executive’s  legal  counsel  (if  any),  and  that Executive        voluntarily waives any remaining consideration period.  Executive acknowledges and agrees that        any material or immaterial changes to the Agreement shall not extend the foregoing review period        or the deadline for the occurrence of the Effective Date.               d.    Executive understands  that  after  executing  this Agreement, Executive has  the        right to revoke it within seven (7) days after his execution of it.  Executive understands that this        Agreement will not become effective and enforceable unless the seven (7) day revocation period        passes and Executive does not revoke the Agreement in writing.  Executive understands that this        Agreement may not be revoked after the seven (7) day revocation period has passed.  Executive        also understands that any revocation of this Agreement must be made in writing and delivered to        Anthony Y. Sun, M.D., Chief Executive Officer of the Company, within the seven (7) day period.               e.    Executive understands that this Agreement shall become  effective, irrevocable,        and binding upon Executive on the eighth (8th) day after his execution of it, so long as Executive        has not revoked it within the time period and in the manner specified in clause (d) above.                 f.    Executive further understands that Executive will not be given any Termination        Benefits unless this Agreement is effective on or before May 12, 2020. The parties agree that any        material or immaterial changes to this Agreement shall not extend the deadline for the occurrence        of the Effective Date, including the review period in clause (c) above.               g.    Executive represents and warrants to the Company Releasees that there has been        no assignment or other transfer of any interest in any Claim that Executive may have against the        Company Releasees.  Executive agrees to indemnify and hold harmless the Company Releasees        from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a        result of any such assignment or transfer from Executive.         7.    Additional  Representations  and  Warranties  By Executive.  Executive represents  that  Executive has no pending complaints or charges against the Company Releasees, or any of them, with any  state or federal court, or any local, state or federal agency, division, or department based on any event(s)  occurring prior to the date Executive signs this Agreement.  Executive further represents that Executive  will not in the future, file, participate in,  encourage, instigate or assist in the  prosecution of  any  claim,  complaints,  charges  or  in  any  lawsuit  by  any  party  in  any  state  or  federal  court  against  the Company  Releasees, or any of them. unless such aid or assistance is ordered by a court or government agency or  sought by compulsory legal process, claiming that the Company Releasees, or any of them, have violated  any local, state or federal laws, statutes, ordinances or regulations based upon events occurring prior to the  execution of this Agreement.           8.    Knowing  and  Voluntary.  Executive represents  and  agrees  that,  prior  to  signing  this  Agreement, Employee has had the opportunity to discuss the terms of this Agreement with legal counsel of  his choosing.  Executive further represents and agrees that he is entering into this Agreement knowingly  and voluntarily. Executive affirms that no promise was made to cause him to enter into this Agreement,  other than what is promised in this Agreement. Executive further confirms that he has not relied upon any  other  statement  or representation  by  anyone  other  than  what  is  in  this  Agreement  as  a  basis  for  his  agreement.                                         5    US-DOCS\115257886.3





 






                                                                                       9.    Confirmation of Continuing Obligations.                 a.    Proprietary  Information  and  Inventions.  Executive hereby  expressly  reaffirms        his obligations under Section 5 of the Employment Agreement, a copy of which is attached to this        Agreement  as Exhibit  A and  incorporated  herein  by  reference,  and  under the  Proprietary        Information  and  Inventions  Agreement  between Executive and  the  Company  (the        “Proprietary Information Agreement”), a copy of which is attached hereto as Exhibit B and        incorporated herein by reference, and agrees that such obligations shall survive the Termination        Date.                 b.    Solicitation of Employees.  For one (1) year following the Termination Date (the        “Restricted Period”), Executive  will not, either directly or through others, solicit or attempt to        solicit  any  employee,  independent  contractor  or  consultant  of  the  Company  or  its  affiliates  to        terminate  his  relationship  with  the  Company  or  its  affiliates  in  order  to become  an  employee,        consultant or independent contractor to or for any other person or entity, or otherwise encourage or        solicit any employee of the Company or its affiliates to leave the Company or such affiliates for        any reason or to devote less than all of any such employee’s efforts to the affairs of the Company.               c.    Solicitation  of  Consultants.  Executive  shall  not  during  the  term  of  Executive’s        employment  or  service  and  for  the  Restricted  Period,  directly  or  indirectly,  hire,  solicit  or        encourage  to  cease  work  with  the  Company  or  any  of  its  affiliates  any  consultant  then  under        contract with the Company or any of its affiliates.               d.    Nondisparagement.  Executive  agrees  that  neither  he  nor  anyone  acting  by,        through,  under  or  in  concert  with  him  shall  disparage  or  otherwise  communicate  negative        statements or opinions about the Company, Parent, or their respective board members, officers,        employees or businesses. The Company agrees that neither its Board members nor officers, nor the        board  members  or  officers of  Parent,  shall  disparage  or  otherwise  communicate  negative        statements or opinions about Executive.  Except as may be required by law, neither Executive, nor        any member of Executive’s family, nor anyone else acting by, through, under or in concert with        Executive will disclose to any individual or entity (other than Executive’s legal or tax advisors) the        terms of this Agreement.               e.    Return of Property.  By signing below, Executive represents and warrants that he        has returned to the Company all lists, books and records of, or in connection with, the Company's        business,  and  all  other property belonging  to  the  Company, including,  without  limitation,  his        Company-issued laptop, documents (hard copy or electronic files), it being distinctly understood        that  all  such  lists,  books  and  records,  and  other  documents,  are  the  property  of  the  Company.         Executive further represents and warrants that he has not nor will he copy or transfer any Company        information,  nor  will he maintain  any  Company  information  after  the  Termination  Date.         Executive's compliance with this Section 9(e) shall be a condition to his receipt of the Termination        Benefits               f.    Remedy  in  the  Event  of  Breach.   In  addition  to  all  other  rights  and  remedies        available to the Company under law or in equity, the Company shall be entitled to withhold all        Termination  Benefits from  Executive in the  event  of  his breach of this  Section 9 prior to such        payment.               g.    Whistleblower Provision.  Nothing herein shall be construed to prohibit Executive        from communicating directly with, cooperating with, or providing information to, any government        regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S.                                         6    US-DOCS\115257886.3





 






                                                                                       Commodity  Futures  Trading  Commission,  or  the  U.S.  Department  of  Justice.  Executive        acknowledges that the Company has provided Executive with the following notice of immunity        rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Executive shall not        be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of        proprietary information that is made in confidence to a Federal, State, or local government official        or to an attorney solely for the purpose of reporting or investigating a suspected violation of law,        (ii) Executive shall not be held criminally or civilly liable under any Federal or State trade secret        law for the disclosure of proprietary information that is made in a complaint or other document        filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Executive files a        lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may        disclose the proprietary information to Executive’s attorney and use the proprietary information in        the court proceeding, if Executive files any document containing the proprietary information under        seal, and does not disclose the proprietary information, except pursuant to court order.               h.    Definitions. For purposes of this Section 9, the term “Company” means not only        Zeno  Management, Inc.,  but  also  Parent as  well as  any  company,  partnership or  entity  which,        directly  or  indirectly,  controls,  is  controlled  by  or  is  under  common  control  with  Zeno        Management, Inc.         10.   Arbitration.  Any  dispute,  claim  or  controversy  based  on,  arising  out  of  or  relating  to  Executive’s employment or this Agreement shall be settled by final and binding arbitration in New York,  New York, before a single neutral arbitrator in accordance with the JAMS Employment Arbitration Rules  and Procedures (the “Rules”), and judgment on the award rendered by the arbitrator may be entered in any  court having jurisdiction. The Rules may be found online at www.jamsadr.com and will be provided to  Executive upon request at no charge. If the parties are  unable to agree  upon an arbitrator, one shall be  appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the  expenses of its witnesses and all other expenses connected with presenting its case; provided, however,  Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her  discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing  party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such  award, but in no event later than the last day of Executive’s taxable year following the taxable year in  which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to  this  sentence  shall  terminate  on  the  tenth  (10th)  anniversary  of  the  date  of  Executive’s  termination  of  employment. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration,  JAMS  administrative  fees,  the  fee  of  the  arbitrator,  and  all  other  fees  and  costs,  shall  be  borne  by  the  Company. This Section 10 is intended to be the exclusive method for resolving any and all claims by the  parties  against  each  other  for  payment  of  damages  under  this  Agreement  or  relating  to  Executive’s  employment; provided, however, that Executive shall retain the right to file administrative charges with or  seek relief through any government agency of competent jurisdiction, and to participate in any government  investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance  or unemployment insurance; (b) administrative claims brought before any state or federal governmental  authority; provided, however, that any appeal from an award or from denial of an award of wages and/or  waiting  time  penalties  shall  be  arbitrated  pursuant  to  the  terms  of  this  Agreement;  and  (c)  claims  for  administrative  relief  from  the  United  States  Equal  Employment  Opportunity  Commission  and/or  any  similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to  obtain  any  monetary  relief  through  such  agencies  other  than  workers’  compensation  benefits  or  unemployment  insurance  benefits.  This  Agreement  shall  not  limit  either  party’s  right  to obtain  any  provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent  jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration,  including  without  limitation injunctive  relief,  in  any  court  of  competent  jurisdiction.  Seeking  any  such                                         7    US-DOCS\115257886.3





 






                                                                                 relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and  the Company expressly waive their right to a jury trial.         11.   Entire  Agreement; Modification.   This  Agreement,  together  with  the Proprietary  Information Agreement and the other agreements referenced herein, including Section 5 of the Employment  Agreement, constitute the entire agreement of the Parties in respect of the subject matter contained herein  and  therein  and  supersede  all  prior  or  simultaneous  representations,  discussions,  negotiations  and  agreements, whether written or oral.  Except as provided in Section 9 hereof with respect to Section 5 of the  Employment Agreement, the Employment Agreement shall be superseded entirely by this Agreement and  the Employment Agreement shall be terminated and be of no further force or effect.  This Agreement may  be amended or modified only with the written consent of Executive and an authorized representative of the  Company.  No  oral  waiver,  amendment  or  modification  will  be  effective  under  any  circumstances  whatsoever.           12.   Survival.  The covenants, agreements, representations and warranties contained in or made  in this Agreement shall survive the Termination Date or any termination of this Agreement.         13.   Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement does not  create,  and shall not be  construed as  creating, any rights  enforceable  by any person  not  a  party to this  Agreement.          14.   Waiver. The failure of either party hereto at any time to enforce performance by the other  party of any provision of this Agreement shall in no way affect such party’s rights thereafter to enforce the  same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver  by such party of any other breach of the same or any other provision hereof.          15.   Section  Headings.  The  headings  of  the  several  sections  in  this  Agreement  are  inserted  solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in  the construction of any term or provision hereof.         16.   Notices. Any notice required or permitted by this Agreement shall be in writing and shall  be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered  personally; (b) by overnight courier upon written verification of receipt; (c) by email, telecopy or facsimile  transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered  mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address  listed on the Company’s personnel records and to the Company at its principal place of business, or such  other address as either party may specify in writing.         17.   Severability.  In the event any provision of this Agreement is found to be unenforceable by  an  arbitrator  or  court  of  competent  jurisdiction,  such  provision  shall  be  deemed  modified  to  the  extent  necessary  to  allow  enforceability  of  the  provision  as  so  limited,  it  being  intended  that  the  parties  shall  receive the benefit contemplated herein to the fullest extent permitted by law.  If a deemed modification is  not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed  deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.         18.   Governing  Law  and  Venue.   This Agreement will  be  governed  by  and  construed  in  accordance  with  the  laws  of  the United  States  of  America  and  the  State  of  New  York  applicable  to  contracts made and to be performed wholly within such State, and without regard to the conflicts of laws  principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in New  York, New York, the Parties hereby waiving any claim or defense that such forum is not convenient or                                         8    US-DOCS\115257886.3





 






                                                                                 proper.  Each  party  hereby  agrees  that  any  such  court  shall  have  in  personam  jurisdiction  over  it  and  consents to service of process in any manner authorized by New York law.         19.   Non-transferability  of  Interest.  None  of  the  rights  of  Executive  to  receive  any  form  of  compensation  payable  pursuant  to  this  Agreement  shall  be  assignable  or  transferable  except  through  a  testamentary  disposition  or  by  the  laws  of  descent  and  distribution  upon  the  death  of  Executive.  Any  attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in  the rights of Executive to receive any form of compensation to be made by the Company pursuant to this  Agreement shall be void.         20.   Gender. Where the context so requires, the use of the masculine gender shall include the  feminine  and/or  neuter  genders  and  the  singular  shall  include  the  plural,  and  vice  versa,  and  the  word  “person” shall include any corporation, firm, partnership or other form of association.         21.   Counterparts;  Facsimile  or  .pdf  Signatures.  This  Agreement  may  be  executed  in  any  number of counterparts, each of which when so executed and delivered will be deemed an original, and all  of  which  together  shall  constitute  one  and  the  same  agreement.  This  Agreement  may  be  executed  and  delivered by facsimile or by .pdf file and upon such delivery the facsimile or .pdf signature will be deemed  to have the same effect as if the original signature had been delivered to the other party.         22.   Construction.  The language in all parts of this Agreement shall in all cases be construed  simply,  according  to  its  fair  meaning,  and  not  strictly  for  or  against  any  of  the  parties  hereto.  Without  limitation, there shall be no presumption against any party on the ground that such party was responsible  for drafting this Agreement or any part thereof.           23.   Withholding  and  Other  Deductions;  Right  to  Seek  Independent  Advice.  All  compensation payable to Executive hereunder shall be subject to such deductions as the Company is from  time to time required to make pursuant to law, governmental regulation or order. Executive acknowledges  and agrees that neither the Company nor the Company’s counsel has provided any legal or tax advice to  Executive and that Executive is free to, and is hereby advised to, consult with a legal or tax advisor of his  choosing.         24.   Section  409A.   This  Agreement  is  not  intended  to  provide  for  any  deferral  of  compensation subject to  Section  409A of the  Code.   To the  extent applicable,  this  Agreement shall  be  interpreted  in  accordance  with  Code  Section  409A  and  Department  of  Treasury  regulations  and  other  interpretive guidance issued thereunder consistent with the foregoing intention.  Any reimbursements or  in-kind  benefits  payable  under  this  Agreement  shall  be  made  in  accordance  with  Treasury  Regulation  Section  1.409A-3(i)(1)(iv)  and  shall  be  paid  on  or  before  the  last  day  of Executive’s taxable  year  following  the  taxable  year  in  which Executive incurred  the  expenses.   The  reimbursements  or  in-kind  benefits  provided  under  this  Agreement  during  any  taxable  year  of Executive’s will  not  affect  such  amounts provided in any other taxable year of Executive’s, and Executive’s right to reimbursement for  such  amounts  shall  not  be  subject  to  liquidation  or  exchange  for  any  other  benefit. Each  series  of  installment payments made under this Agreement is hereby designated as a series of “separate payments”  within the meaning of Section 409A of the Code.                                [Signature Page Follows]                                          9    US-DOCS\115257886.3





 






                                                                                       PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL  KNOWN AND UNKNOWN CLAIMS.         THE  UNDERSIGNED  AGREE  TO  THE  TERMS  OF  THIS  AGREEMENT  AND  VOLUNTARILY ENTERS INTO IT WITH THE INTENT TO BE BOUND THEREBY.      Dated:      05/02/2020              /s/ Robert Winkler, M.D.                                                          Robert Winkler, M.D.                                                                                                                                                          Dated:      05/04/2020              ZENO MANAGEMENT, INC.                                                                                                                  By: /s/ Anthony Y. Sun, M.D                                      Name: Anthony Y. Sun, M.D.                                      Title:  Chief Executive Officer                                               10    US-DOCS\115257886.3





 






                                                                                                                   EXHIBIT A                           EMPLOYMENT AGREEMENT                                                                                                                            11    US-DOCS\115257886.3





 






                                                                                                                   EXHIBIT B            PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT                                                                                                                              12    US-DOCS\115257886.3