**Exhibit 4.78**

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**GreenwichBiosciences, Inc.**

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**Changein Control and Severance Benefit Plan**

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**ParticipationAgreement**

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**Section 1.     Eligibility.**

 

You have been designatedas a Participant eligible to receive Severance Benefits under the Greenwich Biosciences, Inc. Change in Control and Severance BenefitPlan (the “***Plan***”), a copy of which is attached as **ExhibitA** to this Participation Agreement (the “***Participation Agreement***”).

 

Capitalized terms notexplicitly defined in this Participation Agreement but defined in the Plan shall have the same definitions as in the Plan. Youwill be eligible to receive the Severance Benefits set forth below if you meet all the eligibility requirements set forth in thePlan, including, without limitation, executing the required Release within the applicable time period set forth therein and providedthat such Release becomes effective in accordance with its terms. The Severance Benefits are in addition to the Change in ControlBenefits to which you are also eligible for under the Plan, as described in Section 3(a) of the Plan. Notwithstanding the schedulefor provision of benefits as set forth below, the schedule and timing of payment of any Severance Benefits under this ParticipationAgreement is subject to any delay in payment that may be required under Section 5 of the Plan.

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**Section 2.     InvoluntaryTermination**. If you incur an Involuntary Termination that does not occur within the Change in Control Period, you shallreceive the Severance Benefits set forth in this Section 2.

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**(a)          ***BaseSalary.*You shall receive payment of your Base Salary for nine months (the “***Base Salary Payment Period***”).The Base Salary will be paid to you in equal installments on the Company’s regular payroll schedule, subject to all standarddeductions and withholdings, for a nine month period commencing on the first payroll period following the effective date of yourRelease. Notwithstanding the foregoing, the Plan Administrator, it its sole discretion, may determine to pay some or all of theBase Salary payments in one lump sum cash payment on or before the Short-Term Deferral Deadline.

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**(b)          ***Paymentof Continued Group Health Plan Benefits*. If you are eligible for and timely elect continued group health plan continuationcoverage under the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985 (“***COBRA***”) following yourdate of termination, the Company shall pay directly to the carrier the full amount of the COBRA premiums on behalf of you foryour continued coverage under the Company’s group health plans, including coverage for your eligible dependents, until theearliest of (i) the end of the nine month period following the date of your termination (the “***COBRA Payment Period***”),(ii) the expiration of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligiblefor substantially equivalent health insurance coverage in connection with new employment. Upon the conclusion of such period ofinsurance premium payments made by the Company, you will be responsible for the entire payment of premiums (or payment for thecost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Section,(1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiumsthat are paid by the Company shall not include any amounts payable by you under a U.S. Internal Revenue Code Section 125 healthcare reimbursement plan, which amounts, if any, are your sole responsibility.

 

 

 

 

Notwithstanding theforegoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits withoutpotentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the U.S.Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company will insteadpay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to (x) the valueof your last monthly group health insurance premiums immediately prior to your Involuntary Termination or (y) the value of yourlast monthly COBRA premiums paid by the Company, as applicable (dependent on the time the Company makes such determination thatit cannot pay the COBRA premiums directly) and in either case subject to applicable tax withholding (such amount, the “***SpecialSeverance Payment***”), such Special Severance Payment to be made without regard to your election of COBRA coverageor payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period.Such Special Severance Payment shall end upon expiration of the COBRA Payment Period.

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**(c)          ***OutplacementBenefits*. The Company will provide you with outplacement services from an executive outplacement organization arranged forby the Company, to assist you in the search for new employment. Such outplacement services must commence within the first six monthsfollowing the date of your termination and shall not exceed six months in duration. The Company will pay for the services directlyto the outplacement organization, in an amount not to exceed $15,000.

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**Section 3.     RIFTermination**. If you incur a RIF Termination, you shall receive the Severance Benefits set forth in this Section 3.

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**(a)          ***EnhancedInvoluntary Termination Benefits.*You shall receive each of the benefits described in Section 2(a)(b) and (c) above, exceptthat the Base Salary Payment Period and the COBRA Payment Period shall be twelve, rather than nine, months.

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**(b)          ***Bonus.*You will receive an amount equal to the greater of (1) your annual target bonus for the year in which the date of your terminationoccurs, if established by the Company at the time of such termination, and (2) the average of the actual annualized bonus paymentpercentages (as described below) for the three years prior to the year in which date of termination occurs (the greater of suchamounts (1) and (2), as applicable, the “***Severance Bonus***”), pro-rated for the period of time (measuredon a weekly basis) you provided services to the Company during the year in which your termination occurs. Your “bonus paymentpercentage” for purposes of calculation of your Severance Bonus Amount is the actual annual bonus earned by you with respectto a particular year, expressed as a percentage of your annual base salary for such year. The pro-rated Severance Bonus shall bepayable to you in a lump sum payment within 30 days following the effective date of your Release, but in any event on or beforethe Short-Term Deferral Deadline.

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**(c)          ***EquityAcceleration.*The vesting and exercisability (if applicable) of each unvested Equity Award that you hold that is subject tovesting over time shall be accelerated to the extent necessary to give effect to the period of time you remained continuouslyemployed with the Company prior to your RIF Termination during the full duration of vesting period of such Equity Award. For example,if your Equity Award vests upon conclusion of your service for a three-year period and your RIF Termination occurs after you havecompleted one year of such service, you shall accelerate vesting and exercisability as to one-third of such Equity Award. Eachunvested Equity Award that you hold that is subject to vesting based on the achievement of performance conditions for which suchachievement has not yet occurred, vesting acceleration shall occur to the extent the Committee determines that it is fair andreasonable to consider that the performance conditions would have been achieved had you remained continuously employed duringthe full duration of the performance period, pro-rated for the period of time you remained continuously employed with the Companyprior to your RIF Termination during the full duration of performance period of such Equity Award.

 

 

 

 

**Section 4.     CICTermination**. If you incur a CIC Termination, you shall receive the Severance Benefits set forth in this Section 4.

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**(a)          ***EnhancedRIF Termination Benefits.*You shall receive each of the benefits described in Section 3(a) and (b) above, except that:

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**(1)         **theBase Salary Payment Period and the COBRA Payment Period shall be 18, rather than 12, months;

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**(2)         **theSeverance Bonus shall not be pro-rated and shall instead by multiplied by 1.5; and

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**(3)         **theBase Salary payments will be made to you in one lump sum cash payment within 30 days following the effective date of your Release,but in any event on or before the Short-Term Deferral Deadline.

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**(b)          ***EquityAcceleration.*If the Change in Control is a Parent CIC, each Equity Award that you hold will receive Full Acceleration in connectionwith such Change in Control as provided under Section 3(a)(1) of the Plan (which is irrespective of your CIC Termination). If yourCIC Termination occurs within the one month before any Change in Control (including a Parent CIC and/or Company CIC), each EquityAward that you hold shall receive Full Acceleration, as of immediately prior to the Closing or on such other date as the Committeemay determine, such date being no later than the Closing. If necessary to give effect to this Section 4(b), upon your InvoluntaryTermination, all of the Equity Awards you hold as of immediately prior to your Involuntary Termination shall remain outstandingafter your Involuntary Termination for at least until the earlier of (i) one month after your Involuntary Termination or (ii) theClosing, if sooner. If the Change in Control is a Company CIC that is not also a Parent CIC and your CIC Termination has not occurredprior to such Company CIC, each Replacement Equity Award that you hold will receive the treatment described in Section 3(a)(2)of the Plan.

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**Section 5.     NoDuplication of Benefits.** For the avoidance of doubt, upon your Involuntary Termination, you shall be eligible to receiveSeverance Benefits under one, but not more than one, of Sections 2, 3 or 4 of this Participation Agreement. If you incur an InvoluntaryTermination and are eligible for Severance Benefits under more than one of Sections 2, 3 and 4, you shall receive the SeveranceBenefits under the Section providing the greatest level of benefits to you (without duplication) and such Severance Benefits shallbe reduced by any Severance Benefits previously provided to you under a different Section of this Participation Agreement. Forexample, if you incur an Involuntary Termination and within the following one month period a Closing occurs, you will receive benefitsunder Section 4 and any such benefits shall be reduced by any benefits previously paid to you under Section 2.

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**Section 6.     Acknowledgements.**

 

As a condition to participationin the Plan, you hereby acknowledge each of the following:

 

**(a)          **Thebenefits that may be provided to you under this Participation Agreement are subject to certain reductions and termination underthe Plan.

 

 

 

 

**(b)          **Asfurther provided in Section 2(b) of the Plan, this Plan and the benefits provided hereunder shall supersede any change in controlor severance benefits in any individually negotiated employment contract, offer letter or other written or oral agreement betweenthe Company and you, specifically including any written notice or pay-in-lieu of notice provisions that the Company and you havepreviously agreed to or that has otherwise been communicated by the Company.

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**(c)          **Youreligibility for and receipt of any Severance Benefits to which you may become entitled under this Participation Agreement is expresslycontingent upon your compliance with the terms and conditions of the Release and the provisions of the Confidential Informationand Invention Assignment between you and the Company dated February 21, 2017 as may be amended from time to time (the “***ConfidentialityAgreement***”). Severance benefits under this Participation Agreement shall immediately cease in the event of your violationof the provisions of the Release or the Confidentiality Agreement.

 

To accept the terms of this Agreement andparticipate in the Plan, please sign and date this Agreement in the space provided below and return it to Shelly Applegate, VicePresident, Human Resources no later than July 31, 2017.

 

 

 

 

 

**ExhibitA**

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**Changein Control and Severance Benefit Plan**

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