Exhibit 10.8


 





EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement (“Agreement”)
is made effective as of July 11, 2015 (the “Effective Date”) by and between OnCore Biopharma, Inc. (the
“Company”), and Michael J. Sofia (the “Executive”) (together the “Parties”).


 


RECITALS


 


		A.	As of the Effective Date, the Company and the Executive have agreed to terminate any and all existing employment agreements
(including any amendments thereto) between the Executive and the Company and set forth their mutual rights and obligations in this
Agreement; and



 


		B.	In connection with and as a condition to the execution of this Agreement, Tekmira Pharmaceuticals Corporation, the parent of
the Company (“Tekmira”), and the Executive have also agreed to the terms of that certain Share Repurchase
Agreement, dated as of the date hereof (the “Share Repurchase Agreement”), whereby certain common shares
of Tekmira owned by the Executive are subject to a repurchase right of Tekmira, pursuant to the terms and conditions thereof.



 


THEREFORE, the Parties agree as follows:


 


Section 1.               
Position and Duties. The Executive will serve as Chief Scientific Officer of the Company, and will have powers and duties
consistent with such position as may from time to time be prescribed by the Chief Executive Officer of the Company. As Chief Scientific
Officer of the Company, the Executive shall devote his full working time and efforts to the business and affairs of the Company.
Notwithstanding the foregoing, the Executive may manage his personal investments or engage charitable or other community activities
and may engage in the publishing of scientific articles, speaking engagements and scientific advisory panels except as restricted
or prohibited by the terms of a confidentiality agreement between the Executive and the Company and as long as those engagements,
services and activities, individually or in the aggregate, do not interfere with the Executive’s performance of his duties
to the Company. 


 


Section 2.               
Compensation and Related Matters.(a)         
 


 


(a)         
Base Salary. The Executive’s base salary will be US$350,000 per year. The Executive’s base salary will be reviewed
annually by the Chief Executive Officer of the Company and is subject to increase but not decrease except for an across-the-board
salary reduction affecting all senior executives of the Company. The base salary in effect at any given time is referred to as
“Base Salary” and this Agreement need not be modified to reflect a change in Base Salary. Notwithstanding
the foregoing, for the purposes of determining the “Base Salary” for a termination by the Executive for “Good
Reason” solely under Section 4(d)(iv), the Base Salary shall be the amount set forth in the first sentence of this Section
2(a). The Base Salary is subject to withholding and payable in a manner that is consistent with the Company’s usual payroll
practices for senior executives.


 






    	 



    	 



    

(b)         
Bonus. The Executive is eligible to be considered for an annual discretionary bonus of up to 40% of Base Salary (such bonus,
the “Target Bonus”); however, notwithstanding the foregoing, for the purposes of determining the “Target
Bonus” for a termination by the Executive for “Good Reason” solely under Section 4(d)(iv), the Target Bonus shall
be 40% of Base Salary). The Target Bonus shall be subject to the terms of the bonus plan and the approval of the Company’s
Board of Directors (the “Board”), in its sole discretion, on an annual basis. 


 


(c)          
Expenses. The Executive is entitled to receive prompt reimbursement for all reasonable expenses incurred by him in performing
services under this Agreement, in accordance with the policies and procedures then in effect and established by the Company for
its senior executives.


 


(d)         
Other Benefits. The Executive is entitled to participate in or receive benefits under the Company’s employee benefit
plans as they may be adopted and amended from time to time, subject to the terms and conditions of those employee benefit plans.



 


(e)         
Equity Compensation. Subject to the discretionary approval of the Company’s Board of Directors, and in accordance
with the Company’s annual performance and compensation review process, the Executive shall be eligible to receive equity
awards under the Tekmira Pharmaceuticals Corporation Share Incentive Plan and or any other similar equity incentive plan to
the same extent as other executives of the Company.


 


(f)          
Vacations. The Executive is entitled to paid holidays and vacation days each year, in an amount determined in accordance
with and subject to the Company’s applicable policies in effect, and as may be amended from time to time. Unless a different
number is established by the Board in its sole discretion, the Executive will be entitled to 20 days of vacation per calendar year,
which will be pro-rated for any year in which the Executive is only employed with the Company for a portion of the year or for
any period in which the Executive is not a full-time employee. Carry-over of vacation days will be according to Company policy,
and any accrued but unused vacation days will be paid out upon termination. 


 


Section 3.               
Non-Competition and Non-Solicitation


 


(a)         
The Executive acknowledges that the Company’s industry is highly competitive and employees leaving the employ of the Company
have the ability to cause significant damage to the Company’s interests if they join a competing business immediately upon
leaving the Company. 


 


(b)         
Definitions:


 


(i)          
“Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with
the Company, where control may be by either management authority or equity interest.


 


(ii)         
“Business” or “Business of the Company” means (a) researching, developing, producing and marketing any
treatment for hepatitis B virus infection in humans or (b) any other treatment area in which the Company has an active research
and development program on the date this Agreement terminates and in connection with which the Executive directly provided service
or had direct supervisory responsibilities.


 






    	 



    	 



    

(iii)       
“Competing Business” means any endeavor, activity or business which is competitive in any material way with the Business
of the Company worldwide.


 


(iv)       
“Contact” means any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder,
investor, collaborator, strategic partner, licensee, contact or prospect of the Company (or of its partners, funders or Affiliates)
with whom the Executive dealt or otherwise became aware of during the term of his employment in any capacity with the Company.


 


(v)         
“Restricted Period” means: (a) with respect to Section 3(d) the eighteen (18) month period commencing immediately after
the Executive’s employment terminates and (b) with respect to Section 3(f), the twelve (12) month period commencing immediately
after the Executive’s employment terminates.


 


(c)          
Reasonableness. The Executive hereby acknowledges and agrees that:


 


(i)          
both before and since the Effective Date the Company has operated and competed and will operate and compete worldwide, with respect
to the Business of the Company;


 


(ii)         
competitors of the Company and the Business are located worldwide; 


 


(iii)       
in order to protect the Company adequately, any enjoinder of competition would have to apply to any country in which the Company,
during the term of the Executive’s employment, had material business relationships; 


 


(iv)       
during the course of the Executive’s employment with the Company, on behalf of the Company, the Executive will acquire knowledge
of, and will come into contact with, initiate and establish relationships with, both existing and new clients, customers, suppliers,
principals, contacts and prospects of the Company, and that in some circumstances the Executive may become the senior or sole representative
of the Company dealing with such persons; and


 


(v)         
in light of the foregoing, the provisions of this Section 3 are reasonable and necessary for the proper protection of the Business
of the Company.


 


(d)         
Restrictive Covenant. Except as set forth on Exhibit B attached hereto, during the term of the Executive’s
employment and for the Restricted Period after the termination thereof, the Executive shall not, without the advance written consent
of the Board, such consent to be granted or withheld in the Board’s sole discretion, within the geographic scope of any country
in which the Company, during the term of the Executive’s employment, had material business relationships, carry on or be
employed by or engaged in or have any financial or other interest in or be otherwise commercially involved in a Competing Business,
directly or indirectly, either individually or in partnership or jointly or in conjunction with any person, firm, corporation or
other entity, as principal, agent, consultant, advisor, employee, shareholder or in any manner whatsoever.


 






    	 



    	 



    

(e)         
Exception. The Executive shall not be in default of Section 3(d) by virtue of the Executive:


 


(i)          
following the termination of employment, holding, strictly for portfolio purposes and as a passive investor, no more than five
percent (5%) of the issued and outstanding shares of, or any other interest in, any corporation or other entity that is a Competing
Business; or


 


(ii)         
during the term of his employment, holding, strictly for portfolio purposes and as a passive investor, issued and outstanding shares
of, or any other interest in, any corporation or other entity, the business of which corporation or other entity is in the same
Business as the Company provided such corporation is not a Competing Business, and provided further that the Executive first obtains
the Company’s written consent, which consent will not be unreasonably withheld.


 


If the Executive holds issued and outstanding shares or any other interest in a corporation
or other entity pursuant to Section 3(e)(ii) above, and following the acquisition of such shares or other interest the business
of the corporation or other entity becomes a Competing Business, the Executive will promptly dispose of the Executive’s shares
or other interest in such corporation or other entity.


 


(f)          
Non-Solicitation. The Executive shall not, during the term of his employment and for the Restricted Period after the termination
thereof for any reason, whether legal or illegal, either individually or in partnership or jointly or in conjunction with any person,
firm, corporation or other entity, as principal, agent, consultant, advisor, employee, shareholder or in any manner whatsoever,
without the prior written and informed consent of the Company, directly or indirectly:


 


(i)          
solicit, induce or encourage any Contact to curtail or cease its relationship with the Company, for any purpose which is competitive
with the Business; or


 


(ii)         
accept (or procure or assist the acceptance of) any business from any Contact if such business is competitive with the Business;
or


 


(iii)       
be employed by or supply (or procure or assist the supply of) any goods or services to any Contact for any purpose which the Executive
knows or has reason to know is competitive with the Business; or


 


(iv)       
employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away from or solicit,
induce or encourage to leave the employment or engagement of the Company, any individual who is employed or engaged by the Company
at the time of any such offer, solicitation or enticement whether or not such individual would commit any breach of his contract
or terms of employment or engagement by leaving the employ or the engagement of the Company, provided that the Executive shall
be permitted, solely in a personal capacity, to provide letters of reference for individuals who are employed by the Company.


 






    	 



    	 



    

(g)         
Validity. The Executive expressly recognizes and acknowledges that it is the intent of the parties that the Executive’s
activities following the termination of the Executive’s employment with the Company be restricted in the manner described
in this Section 3, and acknowledges that good, valuable, and sufficient consideration has been provided in exchange for such restrictions.
The Executive acknowledges and agrees that, simultaneous with and as a condition to this Agreement, Tekmira and the Executive have
agreed to enter into the Share Repurchase Agreement, in order to accelerate the termination
of certain of Tekmira’s rights to repurchase common shares of Tekmira owned by the Executive, and that such Agreement shall
be considered as a portion of the consideration received by the Executive on account of the Executive’s obligations under
this Section 3. The Executive agrees that should any of the restrictions contained in this Section 3 be found to be unreasonable
to any extent by a court of competent jurisdiction adjudicating upon the validity of the restriction, whether as to the scope of
the restriction, the area of the restriction or the duration of the restriction, then such restriction shall be reduced to that
which is in fact declared reasonable by such court, or a subsequent court of competent jurisdiction, requested to make such a declaration,
in order to ensure that the intention of the parties is given the greatest possible effect.


 


Section 4.               
Termination. The Executive’s employment by the Company may be terminated without any breach of this Agreement under
the following circumstances:


 


(a)         
Death. The Executive’s employment hereunder terminates upon his death.


 


(b)         
Disability. The Company may terminate the Executive’s employment if he is disabled (as determined by the Chief Executive
Officer) in a manner that renders the Executive unable to perform the essential functions of his then existing position or positions
under this Agreement with or without reasonable accommodation for a period of six months or more. Nothing in this Section 4(b)
is to be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family
and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq., and the Americans with Disabilities Act, 42 U.S.C. §12101 et
seq. 


 


(c)               
Termination by Company for Cause. For purposes of this Agreement, “For Cause” shall mean: (i) Employee is charged
with a felony (excluding a DUI) or any violation of state or federal securities laws; (ii) Employee willfully engages in conduct
that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets,
fraud or embezzlement; (iii) Employee commits a material breach of this Agreement; (iv) Employee willfully refuses to implement
or follow a lawful policy or directive of the Company; or (v) Employee engages in misfeasance or malfeasance demonstrated by a
pattern of failure to perform job duties diligently and professionally. The Company may terminate Employee’s employment For
Cause at any time, without any advance notice. The Company shall pay Employee all compensation to which Employee is entitled up
through the date of termination, subject to any other rights or remedies of the Company under law; and thereafter all obligations
of the Company under this Agreement shall cease. 


 






    	 



    	 



    

(d)         
Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s
employment under this Agreement at any time without Cause and the Executive may terminate his employment with Good Reason. For
purposes of this Agreement, “Good Reason” means the occurrence of any of the following
events without the Executive's prior written consent: (i) the failure of the Executive to be appointed to the position set forth
in Section 1, if not promptly cured after written notice; (ii) a reduction by the Company of the Executive's Base Salary or Target
Bonus percentage, except for an across-the-board salary reduction affecting all senior executives of the Company; (iii) a relocation
of Employee’s principal place of employment by more than fifty (50) miles; (iv) a termination of the Executive’s employment
by the Company or the Executive with OnCore for any reason during the period from April 1, 2016 until April 30, 2016 and (v) a
substantial and adverse change to the Executive’s duties and responsibilities. For purposes of this Agreement, termination
for Good Reason requires Executive to comply with the “Good Reason Process,” which means that (i) the Executive reasonably
determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first
occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (iii) the Executive cooperates
in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure
Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues
to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures
the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. 


 


Any termination by the Company of the Executive’s employment under this Agreement
that does not constitute a termination for Cause under Section 4(c) and does not result from the death or disability of the Executive
under Section 4(a) or (b) is a termination without Cause.


 


(e)               
Termination by the Executive. Executive may terminate employment with the Company without Good Reason at any time for any
reason or no reason at all, upon thirty (30) days’ advance written notice. The Company shall have the option, in its sole
discretion, to make Executive’s termination effective or to direct the Executive to perform no work and/or remain off premises
at any time prior to the end of such notice period as long as the Company pays Executive all compensation to which Executive is
entitled up through the last day of the 30 day notice period. 


 


(f)          
Notice of Termination. Except for termination as specified in Section 4(a), any termination of the Executive’s employment
by the Company or any termination of his employment by the Executive must be communicated by written Notice of Termination to the
other party. For purposes of this Agreement, a “Notice of Termination” means a notice that indicates
the specific termination provision in this Agreement that the termination is based upon.


 


(g)         
Date of Termination. “Date of Termination” means: (i) if the Executive’s employment is terminated
by his death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section
4(b) or by the Company for Cause under Section 4(c), or by the Company without Cause under Section 4(d) on the date the Notice
of Termination is given; (iii) if the Executive terminates his employment under Section 4(e) without Good Reason, on the date specified
by the Executive in the notice (which shall be at least thirty (30) days after the date of the Notice of Termination) and, if no
such date is specified, 30 days after the date of the Notice of Termination; and (iv) if the Executive terminates his employment
under Section 4(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding
the foregoing, if the Executive gives a Notice of Termination to the Company that takes effect at a future date, the Company may
unilaterally accelerate the Date of Termination and that acceleration will not be deemed a termination by the Company for purposes
of this Agreement. 


 






    	 



    	 



    

Section 5.               
Compensation Upon Termination. 


 


(a)         
Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall
pay or provide to the Executive (or to his authorized representative or estate), (i) unpaid expense reimbursements; (ii) accrued
but unused vacation to the extent payment is required by law or Company policy; (iii) any vested benefits the Executive may have
under any employee benefit plan of the Company; (iv) any earned but unpaid base salary and (v) any earned but unpaid annual bonus
for the prior fiscal year (collectively the “Accrued Benefit”) on or before the time required by law,
but in no event more than 30 days after the Executive’s Date of Termination. The Executive shall not be entitled to any other
salary, compensation, bonus (or pro rata share thereof) or benefits from the Company thereafter, except as otherwise specifically
provided hereunder, under the Company’s employee benefit plans or as expressly required by applicable law. 


 


(b)         
Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated
by the Company without Cause or by the Executive for Good Reason, then the Company shall pay the Executive his Accrued Benefit
as of the Date of Termination. In addition, subject to the Executive providing the Company with a fully effective general release
of claims in a form and manner satisfactory to the Company that includes but is not limited to the terms set forth in the attached
Exhibit A (the “Release”) within the 60-day period following the Date of Termination, the Company
shall pay the Executive (i) severance pay in a lump sum in cash in an amount equal to (y) in the event of a termination during
the period of April 1, 2016 until April 30, 2016, the Executive’s Base Salary multiplied by 2.0, less withholding or (z)
in the event of a termination at any other time other than as set forth in clause (y) above, one and one-half times the Executive’s
Base Salary, less withholding (as applicable, “Severance Amount”), payable within 60 days after the Date
of Termination, but if that 60-day period extends over two calendar years, the Company shall make the payment in the second calendar
year, (ii) a bonus payment equal to (y) if the termination occurs on or before March 31, 2018, the Target Bonus pro-rated for the
portion of the year the Executive was employed by the Company prior to the termination or (z) if the termination occurs on or after
April 1, 2018, the average of the bonus payments, if any, made to the Executive with respect to the previous three (3) calendar
years preceding the date of termination of employment, pro-rated for the portion of the year that Executive is employed, and (iii)
provided that the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the Executive,
if any, for the continuation of coverage under the Executive’s then-existing group company health plan that the Executive
and his dependents are eligible to receive for the earlier of (x) a period of up to 24 months from the date of the Executive’s
termination of employment, or (y) until the Executive becomes eligible to receive health insurance benefits under any other employer’s
group health plan.


 






    	 



    	 



    

Section 6.               
Change in Control Provisions. The provisions of this Section 6 set forth the Executive’s rights and obligations upon
the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s
continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any
Change in Control. The provisions of this Section 6 apply in addition to, and/or modify, the provisions of Section 5(b) regarding
severance pay and benefits upon a termination of employment, if applicable, if the termination of employment occurs within 12 months
after the occurrence of a Change in Control. These provisions are subject to the Executive providing (and not revoking) the Company
with a fully effective Release. These provisions terminate and are of no further force or effect beginning 12 months after the
occurrence of such a Change in Control.


 


(a)         
Severance. If within 12 months following a Change of Control (i) the Company terminates the Executive’s employment
with the Company other than for Cause, or (ii) the Executive resigns from his employment with the Company for Good Reason, within
the 60-day period following the Date of Termination, then, in lieu of paying the Executive the Severance Amount and in addition
to paying the Accrued Benefit, Company shall: (i) pay the Executive severance pay in a lump sum in cash (less applicable withholdings)
in an amount equal to the Executive’s Base Salary multiplied by 2.0 (“Change in Control Severance Amount”),
payable within 60 days after the Date of Termination, but if that 60-day period extends over two calendar years, the Company shall
make the payment in the second calendar year; (ii) pay the Executive a bonus payment equal to the Target Bonus pro-rated for that
portion of the year that Executive is employed, (iii) provided that the Executive timely elects COBRA coverage, reimburse the Executive
for the COBRA premiums paid by the Executive, if any, for the continuation of coverage under the Executive’s then-existing
group company health plan that the Executive and his dependents are eligible to receive for the earlier of (x) a period of up to
24 months from the date of the Executive’s termination of employment, or (y) until the Executive becomes eligible to receive
health insurance benefits under any other employer’s group health plan; and (iv) cause all stock options and other stock-based
awards granted after the Effective Date and held by the Executive to immediately accelerate, vest, and become fully exercisable
or nonforfeitable.


 


(b)         
Additional Limitation.


 


(i)          
Anything in this Agreement to the contrary notwithstanding, if the amount of any compensation, payment, acceleration, benefit,
or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance
Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Severance Payments will
be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments does not exceed the Threshold
Amount (defined below), but if the after-tax amount the Executive would receive if there were no reduction pursuant to this section
(including any federal, state, and local taxes) exceeds the after-tax amount the Executive would receive if the Severance Payments
were reduced below the Threshold Amount, the Severance Payments will no longer be so reduced. If Severance Payments are required
to be reduced, the Severance Payments will be reduced in the following order: (1) cash payments not subject to Section 409A of
the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms
of benefits.


 






    	 



    	 



    

(ii)         
For the purposes of this Section 6(c), “Threshold Amount” means three times the Executive’s “base
amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).


 


(iii)       
The determinations under this Section 6(c) will be made by a nationally recognized accounting firm selected by the Company (the
“Accounting Firm”), which must provide detailed supporting calculations both to the Company and the Executive
within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company
or the Executive.


 


(c)          
Change in Control Definition. For purposes of this Section 6, “Change in Control” means the consummation
of any of the following:


 


(i)          
the sale of all or substantially all of the assets of the Company or the Parent to an unrelated person or entity;


 


(ii)         
a merger, reorganization, or consolidation involving the Company or the Parent in which the shares of voting stock outstanding
immediately prior to the transaction represent or are converted into or exchanged for securities of the surviving or resulting
entity that, immediately upon completion of the transaction, represent less than 50% of the outstanding voting power of the surviving
or resulting entity;


 


(iii)       
the acquisition of all or a majority of the outstanding voting stock of the Company or the Parent in a single transaction or a
series of related transactions by a person or group of persons; or


 


(iv)       
any other acquisition of the business of the Company or the Parent, as determined by the Board; 


 


but the Company’s initial public offering, any subsequent public offering, or another
capital raising event, or a merger effected solely to change the Company’s domicile does not constitute a Change in Control.


 


Section 7.               
Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments
and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance
payments pursuant to this Agreement shall begin only upon the date of the Executive's “separation from service” (determined
as set forth below) which occurs on or after the date of the Executive's termination of employment.


 


(a)         
This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret,
apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any
increase in the amounts owed hereunder by the Company.


 






    	 



    	 



    

(b)         
It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a
separate “payment” for purposes of Section 409 A of the Internal Revenue Code of 1986, as amended, and the guidance
issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer
the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.


 


(c)          
If, as of the date of the Executive's “separation from service” from the Company, the Executive is not a “specified
employee” (within the meaning of Section 409 A), then each installment of the severance payments and benefits shall be made
on the dates and terms set forth in this Agreement.


 


(d)         
If, as of the date of the Executive's “separation from service” from the Company, the Executive is a “specified
employee” (within the meaning of Section 409A), then:


 


(i)          
Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set
forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral
period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section
1.409A-l(b)(4) to the maximum extent permissible under Section 409A; and


 


(ii)         
Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7(d)(i) above
and that would, absent this subsection, be paid within the six-month period following the Executive's “separation from service”
from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier,
the Executive's death), with any such installments that are required to be delayed being accumulated during the six-month period
and paid in a lump sum on the date that is six months and one day following the Executive's separation from service and any subsequent
installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding
provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent
that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by
reason of the application of Treasury Regulation 1.409A-1 (b)(9)(iii) (relating to separation pay upon an involuntary separation
from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) must be paid
no later than the last day of the second taxable year following the taxable year in which the separation from service occurs.


 


(e)         
The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a
manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes
of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as
determined under Treasury Regulation Section 1.409A-l(h)(3).


 






    	 



    	 



    

(f)          
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable,
the requirements that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period
of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect
the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made
on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement
is not subject to set off or liquidation or exchange for any other benefit.


 


(g)         
Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if
the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not
so exempt or compliant.


 


Section 8.               
Confidential Information. Employee agrees to enter into the Company’s standard Employee Confidentiality and Proprietary
Rights Agreement (the “Confidential Information Agreement”). Employee’s receipt of any benefits in connection
with or following Employee’s termination will be subject to Employee continuing to comply with the terms of Confidential
Information Agreement. 


 


Section 9.               
Cooperation; Other Documents; Non-Disclosure. 


 


(a)          Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall reasonably cooperate
with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the
future against or on behalf of the Company which relate to events or occurrences that took place while the Executive was
employed by the Company. The Executive’s reasonable cooperation in connection with such claims or actions includes, but
is not limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf
of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall
reasonably cooperate with the Company in connection with any investigation or review of any federal, state, or local
regulatory authority as any such investigation or review relates to events or occurrences that took place while the Executive
was employed by the Company. The Company shall compensate Executive for his time spent, and reimburse the Executive for any
reasonable out-of-pocket expenses incurred, in connection with the Executive’s performance of obligations pursuant to
this Section 9(a). Non-Disclosure. The Executive shall use his reasonable efforts to maintain the confidentiality of the
terms of this Agreement to the extent permitted by law, but the Executive may disclose the terms to his immediate family
members and to his legal, tax, and other advisors.


 


Section 10.           
Arbitration of Disputes.  


 


(b)         
Scope of Arbitration Requirement. The Executive hereby waives his right to a trial before a judge or jury and agrees to
arbitrate before a neutral arbitrator skilled in hearing similar disputes any and all claims or disputes arising out of this Agreement
and any and all claims arising from or relating to his employment, including but not limited to claims against any current or former
employee, director, or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of
contract (including but not limited to disputes pertaining to the formation, validity, interpretation or effect of this Agreement),
breach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive
discharge or failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses, infliction of emotional
distress, or unfair business practices (each an “Arbitrable Dispute”). Arbitration is the exclusive remedy
for any Arbitrable Dispute, instead of any court or administrative action, unless the waiver of a certain court or administrative
action is prohibited by law.


 






    	 



    	 



    

(c)          
Procedure. Any arbitration will be administered by the American Arbitration Association (“AAA”)
and the neutral arbitrator will be selected in a manner consistent with AAA’s National Rules For The Resolution of Employment
Disputes (“Applicable Arbitration Rules”). Any arbitration under this Agreement must be conducted in
the Commonwealth of Pennsylvania, and the arbitrator must administer and conduct the arbitration in accordance with the Applicable
Arbitration Rules, except that (i) the arbitrator must allow for the discovery authorized by the Pennsylvania Rules of Civil Procedure
or the discovery that the arbitrator decides is necessary for the Parties to vindicate their respective claims or defenses, and
(ii) presentation of evidence will be governed by the Pennsylvania Rules of Evidence. Within a reasonable time after the conclusion
the arbitration proceedings, the arbitrator shall issue a written decision and must include the findings of fact and law that support
that decision. The arbitrator has the power to award any remedies available under applicable law, and the arbitrator’s decision
is final and binding on both Parties, except to the extent applicable law allows for judicial review of arbitration awards.


 


(d)         
Costs. The Company shall bear all the costs of arbitration, except that the Executive shall pay the first $125.00 of any
filing fees associated with any arbitration the Executive initiates. Both Parties are responsible for their own attorneys’
fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such
an award.


 


(e)         
Applicability. This Section 10, does not apply to (i) workers’ compensation or unemployment insurance claims or (ii)
claims concerning ownership, validity, infringement, misappropriation, disclosure, misuse, or enforceability of any confidential
information, patent right, copyright, mask work, trademark, or any other trade secret or intellectual property held or sought by
either the Executive or the Company.


 


(f)          
Remedy. Should any party institute any legal action or administrative proceeding against the other with respect to any claim
waived by this Agreement or pursue any Arbitrable Dispute by any method other than as set forth above, except to enforce the arbitration
provisions and as expressly provided for in this Section 9, the responding party is entitled to recover from the initiating party
all damages, costs, expenses, and attorneys’ fees incurred as a result of that action.


 


Section 11.           
Consent to Jurisdiction. To the extent that any court action is initiated to enforce Section 10 of this Agreement, the Parties
hereby consent to the jurisdiction of any state court in the Commonwealth of Pennsylvania and any U.S. District Court sitting in
the Commonwealth of Pennsylvania. Accordingly, with respect to any such court action, the Executive (a) submits to the personal
jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute,
rule of court, or otherwise) with respect to personal jurisdiction or service of process. 


 






    	 



    	 



    

Section 12.           
Integration. This Agreement, together with the Share Repurchase Agreement and the Confidential Information Agreement executed
concurrently herewith, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes
all prior agreements between the Parties concerning such subject matter, but any indemnification agreement between the Parties,
and all plans and agreements related to stock options and other stock-based awards held by the Executive remain in full force and
effect except to the extent specifically modified by this Agreement. Without limiting the foregoing, the parties agree that any
employment agreement, other than this Agreement, existing between the Parties as of the date hereof is hereby terminated and shall
be of no force of effect. 


 


Section 13.           
Withholding. All payments made by the Company to the Executive under this Agreement will be net of any tax or other amounts
required to be withheld by the Company under applicable law. Nothing in this Agreement is to be construed to obligate the Company
to design or implement any compensation arrangement in a way that minimizes tax consequences for the Executive.


 


Section 14.           
Successor to the Executive. This Agreement inures to the benefit of and is enforceable by the Executive’s personal
representatives, executors, administrators, heirs, distributees, devisees, and legatees. If the Executive dies after his termination
of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue
the payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if
the Executive fails to make such a designation).


 


Section 15.           
Enforceability. If any portion or provision of this Agreement is declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of that portion or provision in circumstances other than
those as to which it is so declared illegal or unenforceable, will not be affected by that declaration, and each portion and provision
of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law. 


 


Section 16.           
Survival. The provisions of this Agreement survive the termination of this Agreement and/or the termination of the Executive’s
employment to the extent necessary to effectuate the intent of the Parties as expressed in this Agreement.


 


Section 17.           
Waiver. No waiver of any provision of this Agreement is effective unless made in writing and signed by the waiving party,
and, in the case of the Company only after the waiver has been specifically approved by the Board. The failure of either party
to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement,
will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 






    	 



    	 



    

Section 18.           
Notices. Any notices, requests, demands, and other communications provided for by this Agreement are sufficient if in writing
and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage
prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or,
in the case of the Company, at its main offices, attention to the Corporate Secretary.


 


Section 19.           
Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly
authorized representative of the Company.


 


Section 20.           
Governing Law. This is a Pennsylvania contract and is to be construed under and be governed in all respects by the laws
of the Commonwealth of Pennsylvania without giving effect to the conflict of laws principles of that state. 


 


Section 21.           
Counterparts. This Agreement may be executed in any number of counterparts, and by each party on separate counterparts,
each of which counterparts, when so executed and delivered is to be taken to be an original; but those counterparts together constitute
one and the same document. PDF, facsimile, scanned, and electronic signatures have the same legal effect as original ink signatures.


 


Section 22.           
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this
Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the
Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession is a material breach of this
Agreement.


 


Section 23.           
Voluntary Nature of Agreement. The Executive acknowledges and agrees that he is executing this Agreement voluntarily and
without any duress or undue influence by the Company or anyone else. The Executive further acknowledges and agrees that he has
carefully read this Agreement and that he has asked any questions needed for him to fully understand the terms, consequences, and
binding effect of this Agreement. The Executive agrees that he has been provided an opportunity to seek the advice of an attorney
of his choice before signing this Agreement.


 


[Signature Page Follows]


 


 


 






    	 



    	 



    

The Parties are executing this Executive Agreement as of the date
set forth in the introductory paragraph.



                                                                                                                ONCORE BIOPHARMA, INC.


 


By: /s/ Mark Murray                                           


 


Printed Name: Mark Murray


 


Title: Chief Executive Officer


 


EXECUTIVE


 





/s/ Michael J.
Sofia                                             



Printed Name: Michael J. Sofia


 


 


 


 


 


[Signature Page to Executive Employment Agreement]


 






    	 



    	 



    

EXHIBIT A


 


GENERAL RELEASE LANGUAGE


 


The Executive agrees, for himself, his spouse, heirs, executor or
administrator, assigns, insurers, attorneys, and other persons or entities acting or purporting to act on his behalf (the “Executive’s
Parties”), to irrevocably and unconditionally release, acquit, and forever discharge the Company, its affiliates,
subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns,
insurers, attorneys, benefit plans sponsored by the Company, and said plans’ fiduciaries, agents and trustees (the “Company’s
Parties”), from any and all actions, causes of action, suits, claims, obligations, liabilities, debts, demands, contentions,
damages, judgments, levies, and executions of any kind, whether in law or in equity, known or unknown, which the Executive’s
Parties have, have had, or may in the future claim to have against the Company’s Parties by reason of, arising out of, related
to, or resulting from the Executive’s employment with the Company or the termination of that employment. This release specifically
includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach
of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap,
disability, or other forms of discrimination, any claim arising under federal, state, or local law concerning employment practices,
and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim that the Executive
has or has had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended,
the Americans with Disabilities Act, as amended, and the Employee Retirement Income Security Act of 1974, as amended. It is understood
and agreed that the waiver of benefits and claims contained in this section does not include a waiver of the right to payment of
any vested, nonforfeitable benefits to which the Executive or a beneficiary of the Executive may be entitled under the terms and
provisions of any employee benefit plan of the company which have accrued as of the Date of Termination, and does not include a
waiver of the right to benefits and payment of consideration to which the Executive may be entitled under this Agreement or any
of the agreements contemplated by this Agreement (including the indemnification agreement and the stock option agreement). The
Executive acknowledges that he is entitled to only the severance benefits and compensation set forth in this Agreement, and that
all other claims for any other benefits or compensation are hereby waived, except those expressly stated in the preceding sentence.


 


The Executive hereby acknowledges his understanding that under this
Agreement he is releasing any known or unknown claims he may have.


 


The Executive expressly waives and relinquishes all rights and benefits
under that section and any law of any jurisdiction of similar effect with respect to his release of claims.


 






    	 



    	 



    

EXHIBIT B


 


EXISTING CONFLICTS


 


If applicable, Executive to describe, in specific terms, any ongoing business relationship
with any organization other than Tekmira or OnCore. Please provide a copy of any agreement(s) you might have with said organization(s)
that creates a business relationship described in Section 3 (d).