**(a) **Parent hereby agrees to pay the Company Securityholders ONE HUNDRED FIFTEEN MILLION U.S.DOLLARS (U.S.$115,000,000) (the “**Cash Payment**”). Within five (5) Business Days of the EffectiveDate, Parent will deposit with the Paying Agent a one-time payment, in immediately available funds,in an amount equal to the Cash Payment, subject to Section 2(b) below.     **(b) **Parent hereby agrees to release the Indemnity Escrow Fund to the Company Securityholders.Within five (5) Business Days of the Effective Date, the Parent and the Stockholder Representativewill jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agentto release to the Paying Agent the Indemnity Escrow Fund, consisting of THIRTY-FIVE MILLION U.S.DOLLARS (U.S.$35,000,000) plus any interest accrued or income otherwise earned thereon as of theEffective Date (collectively with the Cash Payment, the “**Buyout Payment**”).**2. Withholding**.     **(a) **Paying Agent, on behalf of Parent, shall be entitled to deduct and withhold from theBuyout Payment to any Company Securityholder such amounts as it is required to deduct and withholdwith respect to the making of such payment under applicable Law.     **(b) **Parent may withhold from the amount of the Buyout Payment it deposits with or releases toPaying Agent, as applicable, pursuant to Section 1 above, such portion of the Buyout Payment as ispayable to holders of cancelled Company Stock Options with respect to whom Parent or any of itsAffiliates is obligated to collect withholding taxes, provided that, following the collection ofsuch applicable witholding taxes, Parent (or its Affiliates, as applicable) shall distribute tosuch holders of cancelled Company Stock Options the amounts remaining after such taxes arecollected.**3. No Further Obligations**.     **(a) **Notwithstanding anything to the contrary in the Agreement or any other agreement ordocument delivered pursuant thereto or in connection therewith (collectively, the **“RelatedAgreements”**), as of the Effective Date, no party to the Agreement shall have any furtherobligations to observe, perform or abide by, any restriction, covenant, obligation, representation,warranty or other provision contained in the Agreement or the Related Agreements, including but notlimited to obligations for payment or indemnification, except for (i) covenants and obligationspursuant to Sections 2.3(c) and 6.5 of the Agreement, (ii) the Retention Bonus Plan (as definedbelow), (iii) the Employment and Noncompetition Agreements, (iv) [******]**.**(v) [**], (vi) the RetentionEscrow Agreement, (vii) and the Paying Agent Agreement.     **(b) **As of the Effective Date, Parent agrees that any and all outstanding Notices of Claim arehereby withdrawn and terminated and no Parent Indemnitee shall have any right to submit a Notice ofClaim for indemnification.**4. Release of Parent**. This Amendment, together with the Buyout Payment, shall be and hereby is infull satisfaction of any and all past, present and future payment obligations of the Parent underthe Agreement, including but not limited to any and all Milestone Payments under Section 2.10, andIDP-111 Royalty Payments under Section 2.11. The Parent and its Affiliates, and the successors andpast, present and future assigns, directors, officers, employees, agents, attorneys andrepresentatives of Parent and each of its Affiliates of Parent hereby are fully and foreverreleased and absolutely, irrevocably and unconditionally discharged from any and all claims forpayment for any reason under the Agreement, except for any breach of any Parent representation,warranty, agreement or obligation made solely under this Amendment and not under the Agreement byParent. ****** **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.**
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**5. Release of Company Securityholders**. The Amendment shall be and hereby is in full satisfactionof any and all past, present and future indemnification obligations of the Company Securityholdersunder the Agreement, including but not limited to any all indemnification obligations under Article9. The Company Securityholders, each other affiliate of a Company Securityholder, and thesuccessors and past, present and future assigns, directors, officers, employees, agents, attorneysand representatives of each Company Securityholder and each other affiliate of a CompanySecurityholder, hereby are fully and forever released and absolutely, irrevocably andunconditionally discharged from any and all claims for indemnification under the Agreement, exceptfor any breach of any representation, warranty, agreement or obligation made solely under thisAmendment and not under the Agreement by any Company Securityholder or the StockholderRepresentative.**6. Civil Code §1542.**Each of Parent and its Affiliates (each, a **“Releasor”**) (a) represents,warrants and acknowledges that such Releasor has been fully advised by its attorney of the contentsof Section 1542 of the Civil Code of the State of California, and (b) hereby expressly waives thebenefits thereof and any rights such Releasor may have thereunder. Section 1542 of the Civil Codeof the State of California provides as follows:     “A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with thedebtor.”     Each Releasor also hereby waives the benefits of, and any rights such Releasor may have under,any statute or common law principle of similar effect in any jurisdiction.**7. Representation and Covenant of Stockholder Representative**. The Stockholder Representativehereby represents and warrants that, as of the Effective Date, (i) Exhibit A is a true and completecopy of the 2008 Employee Retention Bonus Plan of the Company (**“Retention Bonus Plan”**), with aRetention Pool (as defined in the Retention Bonus Plan) of $[**] (the “**Maximum Aggregate PaymentAmount**”); and (ii) Exhibit B sets forth a true and complete list of any and all Retention Bonusespaid or payable to a Participant (each as defined in the Retention Bonus Plan) under the RetentionBonus Plan, plus (A) an amount equal to $50,000 to be disbursed out of the Retention Escrow Amountas additional consideration to Harris Goodman for his services as Stockholder Representative, asapproved by the Company Stockholders, (B) an amount equal to $40,000 to be disbursed out of theRetention Escrow Amount as additional consideration to Raymond W. Anderson, and (C) such amount asshall be directed by the Stockholder Representative to pay the fees and costs of legal counsel forthe Company Securityholders and the costs and fees of the Paying Agent. The StockholderRepresentative further covenants that after the Effective Date, he shall not modify the RetentionBonus Plan or take any other action, in either case that results in any obligation to pay RetentionBonuses, fees and any other amounts related to or arising from the Retention Bonus Plan that, whentaken together with the obligations related to or arising from the Retention Bonus Plan as of theEffective Date, would exceed the Maximum Aggregate Payment Amount.**8. Authority of Parent**. The Parent has the requisite power and authority to enter into thisAmendment, to perform its obligations hereunder and to consummate the transactions contemplatedhereby. The execution and delivery of this Amendment by the Parent and the consummation of thetransactions contemplated hereby have been duly authorized by all necessary corporate action on thepart of the Parent. This Amendment has been duly executed and delivered by the Parent and,assuming due authorization, execution and delivery by the Stockholder Representative, constitutesthe valid and binding obligation of the Parent. ****** **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.**
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**9. Authority of Stockholder Representative**. The execution and delivery of this Amendment by theStockholder Representative and the consummation of the transactions contemplated hereby have beenduly authorized by all necessary action on the part of the Company Stockholders. This Amendmenthas been duly executed and delivered by the Stockholder Representative and, assuming dueauthorization, execution and delivery by the Parent, constitutes the valid and binding obligationof the Stockholder Representative.**10. Counterparts**. This Amendment may be executed in one or more counterparts (including byfacsimile or portable document format (.PDF)), all of which shall be considered one and the sameagreement and shall become effective when one or more counterparts have been signed by each of theparties and delivered to the other party, it being understood that all parties need not sign thesame counterpart.**11. No Other Amendment.**Except as modified by this Amendment, the Agreement shall remain in fullforce and effect in all respects without any modification.**12. Severability**. In the event that any provision of this Amendment or the application thereof,becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable,the remainder of this Amendment will continue in full force and effect and the application of suchprovision to other persons or circumstances will be interpreted so as reasonably to effect theintent of the parties hereto. The parties further agree to replace such void or unenforceableprovision of this Amendment with a valid and enforceable provision that will achieve, to the extentpossible, the economic, business and other purposes of such void or unenforceable provision.**13. Titles**. All titles used in this Amendment are used for convenience only, do not form a part ofthis Amendment and shall not affect in any way the meaning or interpretation of this Amendment**14. Governing Law**. This Amendment shall be governed by and construed in accordance with the lawsof the State of Delaware, regardless of the laws that might otherwise govern under applicableprinciples of conflicts of laws thereof.**[Remainder of Page Intentionally Left Blank]** ****** **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.**
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     IN WITNESS WHEREOF, Parent and the Stockholder Representative have executed, or caused thisAmendment to be executed, all as of the date first written above.      **PARENT:**