EFTA Document EFTA01962678

TRANSITION AND RELEASE AGREEMENT To facilitate a smooth transition and then the termination of their employment relationship, bgC3 LLC ("Company"), on behalf of its Managers and the Individuals (as defined below in Section 2.1), and Dr. Boris Nikolic ("Dr. Nikolic"), a single person, agree as follows: RECITALS A. Company and Dr. Nikolic entered into an employment agreement regarding employment with Company dated ("Employment Agreement"). B. Company and Dr. Nikolic wish to enter into this Transition and Release Agreement ("Agreement") in order to facilitate a smooth transition and termination of the employment relationship. C. Nothing in this Agreement is intended as or should be construed as an admission of liability by Company or Dr. Nikolic, and neither party has any information or reason to believe that any liability exists as it relates to the employment relationship and decision to terminate such relationship. AGREEMENTS t,x Provided that Dr. Nikolic executes and docenor t revoke this Agreement, the parties agree as follows: I. gmployment Through Separation Date and Post-Employment Cooperation. In partial consideration of the Waiver and Release contained in Section 2, the Restrictive Covenants contained or referenced in Section 4, and the other terms and conditions of this Agreement, Company agrees to change the "at-will" status of Dr. Nikolic's employment to a length of term employment relationship, which is anticipated to run from August 19, 2013 through July 1, 2014, provided that Dr. Nikolic is performing his duties in a manner satisfactory to Company; provided further however: (i) the parties may mutually agree to extend the last date of Dr. Nikolic's employment with Company beyond July 1, 2014, (ii) Dr. Nikolic may voluntarily choose to terminate his employment with Company sooner than July 1, 2014, and (iii) Company may choose (or decide) to have Dr. Nikolic stop performing services prior to July 1, 2014, and any such decision shall in no way negate the agreements made by the parties to this Agreement. Dr. Nikolic's last day of employment shall be the "Separation Date". Dr. Nikolic claims and shall claim no further right of employment by Company after the Separation Date. 2. Waiver and Release. 2.1 a. Dr. Nikolic, on behalf of himself and his heirs, executors, administrators and assigns, expressly waives against Company, Watermark Estate Management Services, LLC, and their present, former and future affiliates, related entities (including without limitation 1 EFTA_R1_00430226 EFTA01962678 any other entities owned or controlled by William H. Gates III), predecessors, successors and assigns, the Bill & Melinda Gates Foundation, and their present and former owners, officers, directors, stockholders, managers, employees, agents, trustees, representatives, general and limited partners, members and attorneys, and William H. Gates III and Melinda F. Gates (the "Individuals") and their respective present and former employees, agents, representatives, and attorneys (all of which are collectively referred to as "Released Parties"), any and all claims, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions occurring or that could be alleged to have occurred at the time of or prior to the execution of this Agreement ("Released Claims"); and further releases, discharges and acquits Released Parties, individually and in their representative capacities, from any and all Released Claims. This waiver and release includes, but is not limited to, any and all claims for wages, employment benefits, and damages of any kind whatsoever arising out of any contracts, expressed or implied (including without limitation the Employment Agreement and any amendments thereto); any covenant of good faith and fair dealing; estoppel or misrepresentation; discrimination or retaliation on any unlawful basis, including, without limitation, harassment; privacy; defamation; wrongful termination or constructive discharge; any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Washington Law Against Discrimination, the Age Discrimination in Employment Act, as amended ("ADEA"), the Older Workers' Benefit Protection Act of 1990 ("OWBPA"), the Employee Retirement Income Security Act, as amended ("ERISA"), any wage payment statute; or any other legal limitation on the employment relationship (collectively sowtnnes the "Release"). Excluded from this Release are claims Dr. Nikolic may have witli regard to vested benefits under ERISA, or any other claim that may not be released me' this Agreement by law; additionally, despite Dr. Nikolic's acceptance of this Release, nothing in this Release will prevent Dr. Nikolic from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against Company before any local, state or federal agency, court or other body challenging the validity of the waiver of claims under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act contained in this Release (but no other portion of the Release) or (ii) initiating or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Dr. Nikolic represents and warrants that he is the sole and exclusive owner of all Released Claims, and that no other party has any right, title or interest whatsoever in any of the matters referred to herein, and that he is unaware of any basis to assert any form of charge or claim of unlawful discrimination. b. Except as stated herein, neither party having any basis or reason to believe that Dr. Nikolic has engaged in any inappropriate conduct, Company, on behalf of its Managers and the Individuals, releases Dr. Nikolic from any and all liability arising out of any acts and/or omissions during the course of his employment; however, expressly excluded from this Release are any claims that Company may have based on affirmative misconduct by Dr. Nikolic not known to Company at the time of Execution of this Agreement, including, but not limited to, acts of fraud, breach of confidentiality as defined in any confidentiality agreement previously signed by Dr. Nikolic, conversion of property, compromise to computer or other security, embezzlement, misrepresentation or wrongful inducement. 2 EFTA_R1_00438227 EFTA01962679 2.2 Dr. Nikolic represents and warrants that he has not filed or caused to be filed any lawsuit, arbitration, complaint, or charge with respect to any claim this Agreement purports to waive. Dr. Nikolic understands that nothing in this Agreement prevents him from filing or prosecuting a charge with any administrative agency with respect to any such claims; however, Dr. Nikolic further understands and agrees that he will not seek and hereby waives any claim for personal damages and/or other personal relief. Dr. Nikolic agrees to cause the withdrawal or dismissal with prejudice of any claim he has purported to waive under this Agreement. This Section shall not apply to claims challenging the validity of this Release in connection with federal Age Discrimination in Employment Act ("ADEA") claims. if Dr. Nikolic is ever awarded or recovers any amount as to a claim he has purported to waive in this Agreement, Dr. Nikolic agrees that the amount of any award or recovery shall be tendered by him to the Company or setoff against any award or recovery associated with any successful challenge to the validity of this Release in connection with ADEA claims. 3. Property. Dr. Nikolic agrees: (i) that at any time upon Company's request, and without request upon his Separation Date, he will immediately return to Company, and cause to be fully deleted and expunged all copies from all computer systems, back up drives or servers, email servers, smart phones, Microsoft Tablet or related device, and any other data storage media in his possession or control (electronic or otherwise), and/or in the possession or control of third parties to whom he may have provided such information without authorization, any and all property that Dr. Nikolic received or took from or was given access to by any Released Party or any Company vendor or contractor, or that Dr. Nikolic generated in the course of Dr. Nikolic's relationship with Company, its related entities and the Bill &,,Melinda Gates Foundation, including without limitation all files, memoranda, keys, cellular pho#os, credit cards, manuals, employee handbooks, security technology and other company 41pment, data, photographs, records and other documents, including emails and other electronically recorded documents and data, and physical property; and (ii) to certify that he has done so. Dr. Nikolic represents and warrants that he is not aware of any person or entity that is in unauthorized or wrongful possession of any Confidential Information, Confidential Materials (both as defined below), or other property of Company, the Bill & Melinda Gates Foundation or the Individuals. 4. Restrictive Covenants. 4.1 a. Dr. Nikolic represents and warrants that Dr. Nikolic has not violated any provision of any agreement signed by Dr. Nikolic in favor of Company, its related entities, the Bill & Melinda Gates Foundation, or the Individuals pertaining to confidentiality of information or ownership of intellectual property (collectively referred to as "Restrictive Covenants"), including without limitation the Employment Agreement, and any amendments thereto. Dr. Nikolic agrees that he shall comply fully with the terms and conditions of the Restrictive Covenants, which shall remain in fiill force and effect and are incorporated into this Agreement by reference. Dr. Nikolic further agrees that he shall keep the existence of this Agreement, its terms and conditions, confidential; except that Dr. Nikolic may disclose this Agreement and its terms to his legal counsel, tax advisor, and domestic partner (if any), provided such individuals also agree to maintain the confidentiality of this Agreement and its terms, and as otherwise provided by law. The parties agree that violation by Dr. Nikolic of any obligation that he has under any 3 EFTA_R1_00438228 EFTA01962680 Restrictive Covenant or Section 4 of this Agreement will cause Company, Released Parties or other entities or persons harm, some or much of which is difficult to quantify, such as present and future economic harm; and/or may be intangible, such as reputational harm or other negative impacts on various relationships, efforts to determine actual damages, or potential unknown incidental and/or consequential costs. In the event that Dr. Nikolic violates any obligation that he has under any Restrictive Covenant or Section 4 of this Agreement, Dr. Nikolic agrees that he owes and shall pay Company and that Company will be entitled to recover from his any damages as determined by an arbitrator pursuant to Paragraph 9 below. b. In the event Company violates any obligation under this Agreement, Dr. Nikolic will be entitled to recover from Company any damages as determined by an arbitrator pursuant to Paragraph 9 below. 4.2 Dr. Nikolic acknowledges that in the course of his employment with Company, its related entities, and the Bill & Melinda Gates Foundation, he has acquired considerable knowledge about Company, its related entities, the Bill & Melinda Gates Foundation, Company managed premises, Individuals (as defined in Section 2.1) and members of the Individuals' family, home and business of the Individuals, and friends, guests, business associates or acquaintances of the Individuals. For the purposes of this Transition Agreement "Confidential Information" means all information leaned by Dr. Nikolic in any way related to Company, its related entities, the Bill & Melinda Gates Foundation, the Individuals and members of the Individuals' family, home and business of the Individuals, and friends, guests, business associates or acquaintances of the Individuals whether such information is written, AA or observed. Without limiting the generality of the foregoing, "Confidential Information" includes information of any nature, with or without further written designation, relating to: (a) the personal lives, schedules, habits, property, financial affairs, business, social or personal practices and interests, family, guests, business associates or acquaintances, travel and/or events associated with Company or the Individuals; (b) any buildings, improvements or facilities located at or being constructed on property owned or controlled by Company, the Individuals or the Bill & Melinda Gates Foundation; (c) the work performed by Dr. Nikolic or others at Company's, the Individuals' or the Bill & Melinda Gates Foundation's direction; (d) the subject matter of the communications between Dr. Nikolic or others and Company, the Bill & Melinda Gates Foundation or the Individuals; (e) any systems developed or under development for use at Company's, the Individuals', related entities', the Bill & Melinda Gates Foundation's or Company managed premises' properties, including without limitation, any information about existing or proposed information processing (IT) equipment, systems and software; audio visual equipment, systems and software; and security equipment, systems and software; and (f) technical and non-technical information related to the actual or prospective business or activities of Company or the Individuals, related entities, the Bill & Melinda Gates Foundation or Company managed premises including, without limitation, information related to patents, copyrights and trade secrets, branding, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, manufacturing, purchasing, customer lists, price lists, business forecasts, products, services, sales and merchandising and marketing plans and information. "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation, summaries, 4 EFTA_R1_00438229 EFTA01962681 notes, blueprints, drawings, photographs, slides, negatives, databases, written or printed documents or information recorded on digital or electronic media, whether machine-readable or user-readable. No Confidential Information or Confidential Materials shall be used by Dr. Nikolic except as expressly authorized by Company. Dr. Nikolic shall not disclose or permit the disclosure of any Confidential Information or Confidential Materials to any third party without Company's explicit written approval in advance of any such disclosure. Without limiting the generality of the foregoing, unless expressly asked in writing by Company for his assistance, which assistance would be subject to a written agreement signed by Company, Dr. Nikolic shall not (a) be involved in contributing to or the preparation of any book, article, story, video or film about or relating to Company, its related entities, the Bill & Melinda Gates Foundation, Individuals and members of the Individuals' family, home and business of the individuals, or friends, guests, business associates or acquaintances of the Individuals or any of their business, social or personal interests or give interview(s) (on or off the record) regarding such matters; or (b) produce or contribute to any written, oral, electronic, or other accounts, fictionalized or otherwise, that relate to or resemble his employment with Company, its related entities, the Bill & Melinda Gates Foundation Individuals, or services for Individuals or Individuals themselves or members of the Individuals' family. Dr. Nikolic understands and agrees that there may be no adequate remedy at law for Company or other entities or persons protected under this Section 4.2 in the event of its breach, or threatened breach, and any such entity or person, in addition to any other remedies available at law or in equity, shall be entitled to injunctive relief to prevent any breach of this obligation or to minimize the consequences thereof. Notwithstanding the foregoing, if Dr. Nikolic should breach the provisions of this Section 4.2, Company, the Bill & Melinda Gates Foundation and individuals shall bedtinitled, in addition to but not as a limit on any other remedies available to Company, the Bill 8e.`ivielinda Gates Foundation and individuals, to recover automatically any proceeds or rem+tion of any nature whatsoever that Dr. Nikolic receives in regard to or as a result of the disclosure of any such confidential information. The Bill & Melinda Gates Foundation and Individuals are third-party beneficiaries of this Agreement. 4.3 a. Dr. Nikolic shall refrain from making, expressing or implying any derogatory or disparaging comments regarding any Released Party to the press or to any individual or entity, by any mode or medium of communication. Failure to abide by this provision shall be deemed a material breach of this Agreement; provided, however, that nothing in this provision will prevent Dr. Nikolic from giving truthful testimony if properly subpoenaed to testify under oath. In the event Dr. Nikolic is subpoenaed to testify under oath relating to any matter regarding any of the Released Parties, he agrees to and shall (unless prohibited by law) provide notice and a copy of such subpoena to the Managers of Company as soon as practicable upon receipt, but no later than 3 business days after receipt, or within one business day following receipt in the event that the return date of the subpoena is less than 5 days. Dr. Nikolic agrees that he will not provide any information about any Released Parties absent a proper subpoena and in a formal, court reported context. By way of example, and not limitation, Dr. Nikolic agrees that he shall not provide any declaration testimony in any matter relating to any of the Released Parties. b. Company, its Managers and the individuals shall refrain from making, expressing or implying any derogatory or disparaging comments regarding Dr. Nikolic to the press or 5 EFTA_R1_00438230 EFTA01962682 to any individual or entity by any mode or medium of communication. Failure to abide by this provision shall be deemed a material breach of this Agreement, provided, however, that nothing in this provision will prevent Company, its Managers and the Individuals from giving truthful testimony if properly subpoenaed to testify under oath. In the event Company, its Managers and the Individuals are subpoenaed to testify under oath relating in any way to Dr. Nikolic, Company, its Managers and the Individuals shall (unless prohibited by law) provide notice and a copy of such subpoena to Dr. Nikolic as soon as practicable upon receipt but in no event later than 3 business days after receipt and or within one business day following receipt in the event that the return date of the subpoena is less than 5 days. 5. indemnification. a. Dr. Nikolic agrees that any inaccuracies in any of his representations, warranties, or covenants in this Agreement will constitute a material breach of this Agreement by Dr. Nikolic, providing Company or any affected Released Party with any and all tights and remedies any such party has or may have in law or equity against Dr. Nikolic. Dr. Nikolic agrees to indemnify, defend, save and hold Company or any affected Released Party and each of their respective current and former officers, directors, employees, partners, legal counsel and other representatives and agents harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and costs), that arise out of or are connected with, or are related in any ,`way to any inaccuracies in Dr. Nikolic's representations, warranties, and/covenan ntained in this Agreement. Dr. Nikolic agrees that the indemnification, defend, save old harmless obligations that he has undertaken pursuant to this Section 5 will be enfo eable regardless of whether he has or purports to have a claim against any Released Party. b. Company agrees that it shall have the same obligations to Dr. Nikolic as those set forth in Paragraph 5(a) above in the event that there arc any inaccuracies in its representations, warranties or covenants in this Agreement. 6. Further Consideration Opportunity. As further consideration for Dr. Nikolic's representations, warranties, and covenants herein, and in the Severance, Waiver and Release Agreement discussed below, and subject to the conditions precedent set forth below, provided that Dr. Nikolic performs his duties in a manner satisfactory to Company through the Separation Date, Company agrees as follows: 6.1 a. Company shall provide Dr. Nikolic a Severance Payment in an amount of equal to the average of his last two year's base salary and bonus, if any, in the total gross amount of Dollars, less applicable deductions and withholding. The Severance Payment shall be paid out as follows: (i) the gross sum of Dollars shall be paid on Company's next practicable payroll after the Effective Date (if any) of the Severance, Waiver and Release Agreement attached hereto as Exhibit A; and (ii) the gross sum of Dollars on 6 EFTA_R1_00438231 EFTA01962683 Company's payroll date. Payment shall be made by mailing such payment by check to Dr. Nikolic at the address written below or by direct deposit to his last identified bank account. b. Upon written notice by Dr. Nikolic to [bgC3] within days of the Effective Date, if any, of the Severance Agreement attached hereto, Dr. Nikolic may request to purchase from [bgC3] (a) up to 30% of [bgC3]'s equity interests in Foundation Medicine and (b) up to 30% of [bgC3]'s equity interests in ResearchGate, in each case in cash at a price per share or unit equivalent to the original price per share or unit paid by [bgC3] (collectively, the "Investment Opportunity".). Upon delivery of such notice, subject to any applicable requirements or restrictions set forth in applicable law or any existing agreements or documents relating to [bgC3]'s investment in such entities, (i) [bgC3] shall prepare customary documents evidencing the transfers of such equity interests, (ii) Dr. Nikolic shall execute and deliver any agreements or instruments required by applicable law or any existing agreements or documents relating to [bgC3]'s investment in such entities, and any other agreements or instruments as [bgC3], Foundation Medicine or ResearchGate may otherwise reasonably request, and (iii) the closing of such purchases shall occur no later than [45] days after the delivery of such notice, subject to extension by mutual agreement. !Note: the foregoing is subject to review of the transfer restrictions applicable to the Foundation Medicine and ResearchGate investments and other legal review.) 6.3 As conditions precedent to being entitled to receive any of the "Severance Payment" or the investment Opportunity set forth in this Section 6, within twenty-one (21) days of the Separation Date, Dr. Nikolic (or his estate\ as applicable) must (i) sign and deliver and thereafter not revoke a Severance, Waiver and*elease Agreement substantially in the form attached hereto as Exhibit A or a form oth*Ise acceptable to Company; (ii) be and remain in full compliance with the terms of this Agreemlint, and any other covenants Company entered into with Dr. Nikolic; and (iii) have provided the certificate required by Section 3. Company shall have no obligation to make any payments or provide any benefits to the Dr. Nikolic hereunder unless and until after the Effective Date (as defined in the Severance, Waiver and Release Agreement required by this Section 6). 6.4 This Section 6 supersedes any and all agreements, understandings or arrangements relating to severance, transition or other amounts payable to Dr. Nikolic upon termination including any and all such agreements, understandings or arrangements with Company, its related entities, or the Individual(s), all of which shall be deemed cancelled and terminated upon execution of this Agreement. 7. Severability. The provisions of this Agreement are severable, and if any provision of it is found to be unlawful or unenforceable, it shall be deemed narrowed to the extent required to make it lawful and enforceable. if such modification is not possible, such provision shall be severed from the Agreement and the remaining provisions shall remain fully valid and enforceable to the maximum extent consistent with applicable law provided, however, that Section 2 may not be severed from the Agreement. 8. Review Period and Effective Date. Dr. Nikolic may take up to twenty-one (21) calendar days from receipt of this Agreement to consider its terms, after which time the offer of this Agreement shall expire and may no longer be accepted. Dr. Nikolic may execute this Agreement before expiration of the twenty-one (21) day period, in which case Dr. Nikolic shall be deemed to 7 EFTA_R1_00438232 EFTA01962684 have waived the remainder of the consideration period. To accept this Agreement, Dr. Nikolic must execute and confidentially deliver the Agreement to bgC3 LLC, 4000 Carillon Point, Kirkland, WA 98033, attention — CONFIDENTIAL - Larry Cohen. Dr. Nikolic has a period of seven (7) calendar days after executing the Agreement to revoke the Agreement, should he wish to do so. To revoke, Dr. Nikolic must deliver a notice revoking acceptance of the Agreement to Larry Cohen at the offices of Company noted above within the seven-day revocation period. This Agreement shall become effective on the eighth (8") day after Dr. Nikolic executes this Agreement, provided that Dr. Nikolic has not revoked the Agreement ("Effective Date"). 9. Dispute Resolution. Subject to Company's right to seek equitable or injunctive relief in court, any and all disputes that arise under this Agreement that are not informally resolved shall be resolved by final and binding arbitration by a sole, neutral arbitrator in Seattle, Washington, under the applicable rules of the American Arbitration Association governing employment disputes. In any such dispute, no party shall be entitled to the benefit of any principle of contract construction premised upon the relative bargaining power of the parties, the identity of the party partly or wholly responsible for drafting the portion of the Agreement giving rise to the dispute, contra proferentum, contracts of adhesion, or any similar contract construction principle. In any arbitration or litigation arising from this Agreement, the prevailing party shall be entitled to costs and attorneys' fees; provided, however, that this sentence shall not apply to any claim Dr. Nikolic may have challenging the validity of this Agreement under the ADEA or OWBPA. This Agreement shall be governed by and interpreted under the laws of the State of Washington, including without limitation the statutory statute of limitations periods defined under state law for "actions," but excluding the State of Washington's4oice of law rules. a. 10. Other. Nothing in this Agreement isaQteltded as or should be construed as an admission of liability by any of the parties to the Agree ent or any other person or party. This Agreement may be modified only in writing signed by Dr. Nikolic and the Manager of Company. I. Knowing and Voluntary Agreement. Dr. Nikolic hereby warrants and represents that Dr. Nikolic: (1) has carefully read this Agreement and finds the manner in which it is written understandable; (2) knows the contents hereof; (3) has been advised to consult with Dr. Nikolic's personal advisor and attorney regarding this Agreement and its effects prior to executing this Agreement and has done so or waives the right to do so; (4) understands that in signing this Agreement he forever releases Company and the Released Parties from all claims, damages, and disputes that may have arisen before the date of this Agreement as set forth in this Agreement, including any claims under the ADEA or OWBPA (other than claims challenging the validity of this Agreement under the ADEA or OWBPA), or other statutes; (5) understands the Agreement's contents and its final and binding effect (6) has been given twenty-one days to review and analyze this entire Agreement and seven days to revoke acceptance should he wish to do so; and (7) has signed the Agreement as his free and voluntary act. Dr. Nikolic acknowledges that in executing this Agreement, Dr. Nikolic does not rely upon any representation or statement by any Released Party concerning the subject matter of this Agreement, except as expressly set forth in the text of the Agreement. 8 EFTA_R1_00438233 EFTA01962685 bgC3 LLC By Signature Dr. Boris Nikolic Date Address: Larry Cohen Its Manager Date 9 EFTA_R1_00438234 EFTA01962686 EXHIBIT A SEVERANCE, WAIVER AND RELEASE AGREEMENT 10 EFTA_R1_00438235 EFTA01962687 SEVERANCE, WAIVER AND RELEASE AGREEMENT This Severance, Waiver and Release of Claims Agreement ("Severance Agreement") is hereby offered and executed by bgC3 and accepted and executed by DR. BORIS NIKOLIC ("Dr. Nikolic"), a single person, in accordance with the Transition and Release Agreement dated 2011 between Dr. Boris Nikolic and bgC3 LLC ("Company"). RECITALS A. Company and Dr. Nikolic are parties to the Transition and Release Agreement. B. The Transition and Release Agreement provides for certain payments to Dr. Nikolic upon termination of Dr. Nikotic's employment under certain circumstances, provided that Dr. Nikolic signs and delivers to Company within 21 days of the Separation Date described in the Transition and Release Agreement a Severance, Waiver and Release Agreement in substantially the form of this Severance Agreement, and does not revoke the same. C. Dr. Nikolic desires for Company to make payments in accordance with the Transition and Release Agreement and therefore executes this Severance Agreement. D. Nothing in this Severance Agreement is intended as or should be construed as an admission of liability by Company or Dr. Nikolic, and neither party has any information or reason to believe that any liability exists as it relates t?..the employment relationship and decision to terminate such relationship. C:LI?" CS AGRtEMENTS I. Employment Through Separation Date. The last day of Dr. Nikolic's employment with or service to Company in any capacity was , 2014 ("Separation Date"). Dr. Nikolic claims and shall claim no further right of employment by Company after the Separation Date. 2. Wages and Benefits. Dr. Nikolic agrees that he has received all compensation, benefits and other amounts owed his by virtue of his employment with Company, including salary through , 2014 ("Last Paid Workday"). Dr. Nikolic will be paid any unpaid portion of his regular compensation, as applicable, from the Last Paid Workday through the Separation Date, less applicable taxes and withholdings, on bgC3's next regular payday following the Separation Date. Coverage under Company's group medical, vision and dental plan shall extend through and end on the last day of the month in which the Separation Date falls and Dr. Nikolic may thereafter exercise whatever rights Dr. Nikolic has for continued coverage under COBRA at Dr. Nikolic's sole expense. Any funds Dr. Nikolic has in Company's 401(k) plan shall be handled in accordance with the terms and conditions of that plan. Dr. Nikolic will be reimbursed for business related expenses that are reimbursable under the usual practices of Company that were incurred prior to the Separation Date, provided that requests for reimbursements for such items are submitted in accordance with Company's policy within thirty (30) days after the Separation Date. Except as stated in this Agreement, all compensation and benefits, including any life insurance or long-term disability insurance coverage, shall cease on the Separation Date. 11 EFTA_R1_00438236 EFTA01962688 3. Consideration. 3.1 In consideration of Dr. Nikolic's representations, warranties, and covenants herein, Company agrees as follows: a. Company shall provide Dr. Nikolic a Severance Payment in the total gross amount of Dollars, less applicable deductions and withholding. The Severance Payment shall be paid out as follows: (i) the gross sum of Dollars shall be paid on Company's next practicable payroll after the Effective Date (if any) of the Severance, Waiver and Release Agreement attached hereto as Exhibit A; and (ii) the gross sum of Dollars on Company's payroll date. Payment shall be made by mailing such payment by check to Dr. Nikolic at the address written below or by direct deposit to his last identified bank account. b. Upon written notice by Dr. Nikolic to [bgC3] within _ days of the Effective Date, if any, of the Severance Agreement attached hereto, Dr. Nikolic may request to purchase from [bgC3] (a) up to 30% of [bgC3]'s equity interests in Foundation Medicine and (b) up to 30% of [bgC3]'s equity interests in ResearchGate, in each case in cash at a price per share or unit equivalent to the original price per share or unit paid by [bgC3] (collectively, the "Investment Opportunity".). Upon delivery of such notice, subject to any applicable requirements or restrictions set forth in applicable law or any existing agreements i ii or documents relating to [bgC3 L'!, investment in such entities, (i) [bgC3] shall prepare customary documents ' encing the transfers of such equity interests, (ii) Dr. Nikolic shall execute and e stliver any agreements or instruments required by applicable law or any existing agreements or documents relating to [bgC3]'s investment in such entities, and any other agreements or instruments as [bgC3], Foundation Medicine or ResearchGate may otherwise reasonably request, and (iii) the closing of such purchases shall occur no later than [45] days after the delivery of such notice, subject to extension by mutual agreement. /Note: the foregoing is subject to review of the transfer restrictions applicable to the Foundation Medicine and ResearchGate investments and other legal review.] 3.2 In consideration of the terms and conditions herein, Dr. Nikolic enters into this Severance Agreement. 4. Waiver and Release. 4.1 Dr. Nikolic, on behalf of himself and, heirs, executors, administrators and assigns, expressly waives against Company, Watermark Estate Management Services, LLC, the Bill & Melinda Gates Foundation and their present, former and future affiliates, related entities (including without limitation any other entities owned or controlled by William H. Gates III), predecessors, successors and assigns, and their present and former owners, officers, directors, stockholders, managers, employees, agents, trustees, representatives, general and limited partners, members and attorneys, and William H. Gates III and Melinda F. Gates (the "Individuals") and their respective present and former employees, agents, representatives, and attorneys (all of which 12 EFTA_R1_00438237 EFTA01962689 are collectively referred to as "Released Parties"), any and all claims, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions occurring or that could be alleged to have occurred at the time of or prior to the execution of this Agreement ("Released Claims"); and further releases, discharges and acquits Released Parties, individually and in their representative capacities, from any and all Released Claims. This waiver and release includes, but is not limited to, any and all claims for wages, employment benefits, and damages of any kind whatsoever arising out of any contracts, expressed or implied (including without limitation the Employment Agreement and any amendments thereto); any covenant of good faith and fair dealing; estoppel or misrepresentation; discrimination or retaliation on any unlawful basis, including, without limitation, harassment; privacy; defamation; wrongful termination or constructive discharge; any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Washington Law Against Discrimination, the Age Discrimination in Employment Act, as amended ("ADEA"), the Older Workers' Benefit Protection Act of 1990 ("OWBPA"), the Employee Retirement Income Security Act, as amended ("ERISA"), any wage payment statute; or any other legal limitation on the employment relationship (collectively sometimes the "Release"). Excluded from this Release are claims Dr. Nikolic may have with regard to vested benefits under ERISA, or any other claim that may not be released under this Agreement by law; additionally, despite Dr. Nikolic's acceptance of this Release, nothing in this Release will prevent Dr. Nikolic from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against Company before any local, state or federal agency, court or other body challenging the validity of the waiver of claims under the Age Discrimination in Employment Ac .r the Older Workers Benefit Protection Act contained in this Release (but no other portion .IA his Release) or (ii) initiating or participating in any investigation or proceeding conducted biihe Equal Employment Opportunity Commission ("EEOC"). Dr. Nikolic represents and warrants Dr. Nikolic is the sole and exclusive owner of all Released Claims, and that no other party has any right, title or interest whatsoever in any of the matters referred to herein, and that he is unaware of any basis to assert any form of charge or claim of unlawful discrimination. 4.2 Dr. Nikolic represents and warrants that he has not filed or caused to be filed any lawsuit, arbitration, complaint, or charge with respect to any claim this Agreement purports to waive. Dr. Nikolic understands that nothing in this Agreement prevents his from filing or prosecuting a charge with any administrative agency with respect to any such claims; however, Dr. Nikolic further understands and agrees that he will not seek and hereby waives any claim for personal damages and/or other personal relief. Dr. Nikolic agrees to cause the withdrawal or dismissal with prejudice of any claim he has purported to waive under this Agreement. This Section shall not apply to claims challenging the validity of this Release in connection with federal Age Discrimination in Employment Act ("ADEA") claims. if Dr. Nikolic is ever awarded or recovers any amount as to a claim he has purported to waive in this Agreement, Dr. Nikolic agrees that the amount of any award or recovery shall be tendered by him to the Company or setoff against any award or recovery associated with any successful challenge to the validity of this Release in connection with ADEA claims. 4.3 Except as stated herein, neither party having any basis or reason to believe that Dr. Nikolic has engaged in any inappropriate conduct, Company, on behalf of its Managers and the Individuals, releases Dr. Nikolic from any and all liability arising out of any acts and/or omissions 13 EFTA_R1_00438238 EFTA01962690 during the course of his employment; however, expressly excluded from this Release arc any claims that Company may have based on affirmative misconduct by Dr. Nikolic not known to Company at the time of Execution of this Agreement, including, but not limited to, acts of fraud, breach of confidentiality as defined in any confidentiality agreement previously signed by Dr. Nikolic, conversion of property, compromise to computer or other security, embezzlement, misrepresentation or wrongful inducement. 5. Property. Dr. Nikolic represents and warrants that he has returned to Company, and caused to be fully deleted and expunged all copies from all computer systems, back up drives or servers, email servers, smart phones, Kindle or related device, and any other data storage media in his possession or control (electronic or otherwise), and/or in the possession or control of third parties to whom he may have provided such information without authorization, any and all property that Dr. Nikolic received or took from or was given access to by any Released Party or any Company vendor or contractor, or that Dr. Nikolic generated in the course of Dr. Nikolic's relationship with Company and its related entities, including without limitation all files, memoranda, keys, cellular phones, credit cards, manuals, employee handbooks, security technology and other company equipment, data, photographs, records and other documents, including emails and other electronically recorded documents and data, and physical property. Dr. Nikolic represents and warrants that he is not aware of any person or entity that is in unauthorized or wrongful possession of any Confidential Information, Confidential Materials (both as defined below), or other property of Company, the Bill & Melinda Gates Foundation or the Individuals. 6. Restrictive Covenants. 6.1 a. Dr. Nikolic represents and warrants that Dr. Nikolic has not violated any provision of any agreement signed by Dr. Nikolic in favor of Company, its related entities, the Bill & Melinda Gates Foundation, or the individuals pertaining to confidentiality of information or ownership of intellectual property (collectively referred to as "Restrictive Covenants"), including without limitation the Employment Agreement, and any amendments thereto. Dr. Nikolic agrees that he shall comply fully with the terms and conditions of the Restrictive Covenants, which shall remain in full force and effect and arc incorporated into this Agreement by reference. Dr. Nikolic further agrees that he shall keep the existence of this Agreement, its terms and conditions, confidential; except that Dr. Nikolic may disclose this Agreement and its terms to his legal counsel, tax advisor, and domestic partner (if any), provided such individuals also agree to maintain the confidentiality of this Agreement and its terms, and as otherwise provided by law. The panics agree that violation by Dr. Nikolic of any obligation that he has under any Restrictive Covenant or Section 4 of this Agreement will cause Company, Released Parties or other entities or persons harm, some or much of which is difficult to quantify, such as present and future economic harm; and/or may be intangible, such as reputational harm or other negative impacts on various relationships, efforts to determine actual damages, or potential unknown incidental and/or consequential costs. In the event that Dr. Nikolic violates any obligation that he has under any Restrictive Covenant or Section 4 of this Agreement, Dr. Nikolic agrees that he owes and shall pay Company and that 14 EFTA_R1_00438239 EFTA01962691 Company will be entitled to recover from his any damages as determined by an arbitrator pursuant to Section 10 below. b. In the event Company violates any obligation under this Agreement, Dr. Nikolic will be entitled to recover from Company any damages as determined by an arbitrator pursuant to Section 10 below. 4.2 Dr. Nikolic acknowledges that in the course of his employment with Company, its related entities, and the Bill & Melinda Gates Foundation, he has acquired considerable knowledge about Company, its related entities, Company managed premises, Individuals (as defined in Section 2.1) and members of the Individuals' family, home and business of the Individuals, and friends, guests, business associates or acquaintances of the Individuals. For the purposes of this Transition Agreement "Confidential Information" means all information learned by Dr. Nikolic in any way related to Company, its related entities, Individuals and members of the Individuals' family, home and business of the Individuals, the Bill & Melinda Gates Foundation and friends, guests, business associates or acquaintances of the Individuals whether such information is written, oral or observed. Without limiting the generality of the foregoing, "Confidential Information" includes information of any nature, with or without further written designation, relating to: (a) the personal lives, schedules, habits, property, financial affairs, business, social or personal practices and interests, family, guests, business associates or acquaintances, travel and/or events associated with Company or the Individuals; (b) any buildings, improvements or facilities located at or being constructed on property owned or controlled by Company, the Individuals or the Bill & Melinda G4tes Foundation; (c) the work performed by Dr. Nikolic or others at Company's, the Individ or the Bill & Melinda Gates Foundation direction; (d) the subject matter of the c cations between Dr. Nikolic or others and Company, the Bill & Melinda Gates Foundation or the Individuals; (e) any systems developed or under development for use at Company's, the Individuals', related entities' or Company managed premises' properties, including without limitation, any information about existing or proposed information processing (IT) equipment, systems and software; audio visual equipment, systems and software; and security equipment, systems and software; and (f) technical and non-technical information related to the actual or prospective business or activities of Company or the Individuals, related entities, the Bill & Melinda Gates Foundation or Company managed premises including, without limitation, information related to patents, copyrights and trade secrets, branding, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, manufacturing, purchasing, customer lists, price lists, business forecasts, products, services, sales and merchandising and marketing plans and information. "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation, summaries, notes, blueprints, drawings, photographs, slides, negatives, databases, written or printed documents or information recorded on digital or electronic media, whether machine-readable or user-readable. No Confidential Information or Confidential Materials shall be used by Dr. Nikolic except as expressly authorized by Company. Dr. Nikolic shall not disclose or permit the disclosure of any Confidential Information or Confidential Materials to any third party without Company's explicit written approval in advance of any such disclosure. Without limiting the generality of the foregoing, unless expressly asked in writing by Company for his assistance, which assistance would be subject to a written agreement 15 EFTA_R1_00438240 EFTA01962692 signed by Company, Dr. Nikolic shall not (a) be involved in contributing to or the preparation of any book, article, story, video or film about or relating to Company, its related entities, the Bill & Melinda Gates Foundation, Individuals and members of the Individuals' family, home and business of the Individuals, or friends, guests, business associates or acquaintances of the Individuals or any of their business, social or personal interests or give interview(s) (on or off the record) regarding such matters; or (b) produce or contribute to any written, oral, electronic, or other accounts, fictionalized or otherwise, that relate to or resemble his employment with Company, its related entities, the Bill & Melinda Gates Foundation Individuals, or services for Individuals or Individuals themselves or members of the Individuals' family. Dr. Nikolic understands and agrees that there may be no adequate remedy at law for Company or other entities or persons protected under this Section 4.2 in the event of its breach, or threatened breach, and any such entity or person, in addition to any other remedies available at law or in equity, shall be entitled to injunctive relief to prevent any breach of this obligation or to minimize the consequences thereof. Notwithstanding the foregoing, if Dr. Nikolic should breach the provisions of this Section 4.2, Company, the Bill & Melinda Gates Foundation and Individuals shall be entitled, in addition to but not as a limit on any other remedies available to Company, the Bill & Melinda Gates Foundation and Individuals, to recover automatically any proceeds or remuneration of any nature whatsoever that Dr. Nikolic receives in regard to or as a result of the disclosure of any such confidential information. The Bill & Melinda Gates Foundation and Individuals are third-party beneficiaries of this Agreement. Dr. Nikolic acknowledges that in the course of his employment with Company, its related entities, and the Bill & Melinda Gates Foundation, he has acquired considerable knowledge about Company, its related entities, the Bill & Melinda Gates Foundation, Company managed premises, Individ (as defined in Section 2.1) and members of is the Individuals' family, home and business Af.\,_kt e Individuals, and friends, guests, business associates or acquaintances of the Individuals]X- For the purposes of this Transition Agreement "Confidential Information" means all information learned by Dr. Nikolic in any way related to Company, its related entities, the Bill & Melinda Gates Foundation, the Individuals and members of the Individuals' family, home and business of the Individuals, and friends, guests, business associates or acquaintances of the Individuals whether such information is written, oral or observed. Without limiting the generality of the foregoing, "Confidential Information" includes information of any nature, with or without further written designation, relating to: (a) the personal lives, schedules, habits, property, financial affairs, business, social or personal practices and interests, family, guests, business associates or acquaintances, travel and/or events associated with Company or the Individuals; (b) any buildings, improvements or facilities located at or being constructed on property owned or controlled by Company, the Individuals or the Bill & Melinda Gates Foundation; (c) the work performed by Dr. Nikolic or others at Company's, the Individuals' or the Bill & Melinda Gates Foundation's direction; (d) the subject matter of the communications between Dr. Nikolic or others and Company, the Bill & Melinda Gates Foundation or the Individuals; (e) any systems developed or under development for use at Company's, the Individuals', related entities', the Bill & Melinda Gates Foundation's or Company managed premises' properties, including without limitation, any information about existing or proposed information processing (IT) equipment, systems and software; audio visual equipment, systems and software; and security equipment, systems and software; and (f) technical and non-technical information related to the actual or prospective business or activities of Company or the Individuals, related entities, the Bill & Melinda Gates Foundation or Company managed premises including, without limitation, information related to patents, copyrights and trade secrets, branding, techniques, sketches, drawings, models, inventions, know-how, processes, 16 EFTA_R1_00438241 EFTA01962693 apparatus, equipment, algorithms, software programs, software source documents, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, manufacturing, purchasing, customer lists, price lists, business forecasts, products, services, sales and merchandising and marketing plans and information. "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation, summaries, notes, blueprints, drawings, photographs, slides, negatives, databases, written or printed documents or information recorded on digital or electronic media, whether machine-readable or user-readable. No Confidential Information or Confidential Materials shall be used by Dr. Nikolic except as expressly authorized by Company. Dr. Nikolic shall not disclose or permit the disclosure of any Confidential Information or Confidential Materials to any third party without Company's explicit written approval in advance of any such disclosure. Without limiting the generality of the foregoing, unless expressly asked in writing by Company for his assistance, which assistance would be subject to a written agreement signed by Company, Dr. Nikolic shall not (a) be involved in contributing to or the preparation of any book, article, story, video or film about or relating to Company, its related entities, the Bill & Melinda Gates Foundation, Individuals and members of the Individuals' family, home and business of the Individuals, or friends, guests, business associates or acquaintances of the Individuals or any of their business, social or personal interests or give interview(s) (on or off the record) regarding such matters; or (b) produce or contribute to any written, oral, electronic, or other accounts, fictionalized or otherwise, that relate to or resemble his employment with Company, its related entities, the Bill & Melinda Gates Foundation Individuals, or services for Individuals or Individuals themselves or members of the Individuals' family. Dr. Nikolic understands and agrees that there may be no adequate remedy at law for Company or other entities or persons protected under this Section 4.2 in the event of its br r or threatened breach, and any such entity or person, in addition to any other remedies able at law or in equity, shall be entitled to injunctive relief to prevent any breach of this obligation or to minimize the consequences thereof. Notwithstanding the foregoing, if Dr. Nikolic should breach the provisions of this Section 4.2, Company, the Bill & Melinda Gates Foundation and Individuals shall be entitled, in addition to but not as a limit on any other remedies available to Company, the Bill & Melinda Gates Foundation and Individuals, to recover automatically any proceeds or remuneration of any nature whatsoever that Dr. Nikolic receives in regard to or as a result of the disclosure of any such confidential information. The Bill & Melinda Gates Foundation and Individuals are third-party beneficiaries of this Agreement. 6.3 a. Dr. Nikolic shall refrain from making, expressing or implying any derogatory or disparaging comments regarding any Released Party to the press or to any individual or entity, by any mode or medium of communication. Failure to abide by this provision shall be deemed a material breach of this Severance Agreement; provided, however, that nothing in this provision will prevent Dr. Nikolic from giving truthful testimony if properly subpoenaed to testify under oath. In the event Dr. Nikolic is subpoenaed to testify under oath relating to any matter regarding any of the Released Parties, he agrees to and shall (unless prohibited by law) provide notice and a copy of such subpoena to the Managers of Company as soon as practicable upon receipt, but no later than 3 business days after receipt, or within one business day following receipt in the event that the return date of the subpoena is less than 5 days. Dr. Nikolic agrees that he will not provide any information 17 EFTA_R1_00438242 EFTA01962694 about any Released Parties absent a proper subpoena and in a formal, court reported context. By way of example, and not limitation, Dr. Nikolic agrees that he shall not provide any declaration testimony in any matter relating to any of the Released Parties. Company, its Principals, and its Managers shall refrain from making, expressing or implying any derogatory or disparaging comments regarding Dr. Nikolic by any mode or medium of communication. b. Company, its Managers and the Individuals shall refrain from making, expressing or implying any derogatory or disparaging comments regarding Dr. Nikolic to the press or to any individual or entity by any mode or medium of communication. Failure to abide by this provision shall be deemed a material breach of this Agreement, provided, however, that nothing in this provision will prevent Company, its Managers and the Individuals from giving truthful testimony if properly subpoenaed to testify under oath. In the event Company, its Managers and the Individuals arc subpoenaed to testify under oath relating in any way to Dr. Nikolic, Company, its Managers and the Individuals shall (unless prohibited by law) provide notice and a copy of such subpoena to Dr. Nikolic as soon as practicable upon receipt but in no event later than 3 business days after receipt and or within one business day following receipt in the event that the return date of the subpoena is less than 5 days. 7. Indemnification. a. Dr. Nikolic agrees that any inaccuricies in any of his representations, warranties, or covenants in this Severance Agreeqsat will constitute a material breach of this Severance Agreement by Dr. Nikolicefteviding Company or any affected Released Party with any and all rights and remediesNAny such party has or may have in law or equity against Dr. Nikolic. Dr. Nikolic agrees to indemnify, defend, save and hold Company or any affected Released Party and each of their respective current and former officers, directors, employees, partners, legal counsel and other representatives and agents harmless from and against any and all liabilities, claims, dcmands, losses, damages, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and costs), that arise out of or are connected with, or are related in any way to any inaccuracies in Dr. Nikolic's representations, warranties, and/covenants contained in this Severance Agreement. Dr. Nikolic agrees that the indemnification, defend, save and hold harmless obligations that he has undertaken pursuant to this provision will be enforceable regardless of whether he has or purports to have a claim against any Released Party. b. Company agrees that it shall have the same obligations to Dr. Nikolic as those set forth in Paragraph 7(a) above in the event that there are any inaccuracies in its representations, warranties or covenants in this Agreement. 8. Severability. The provisions of this Severance Agreement are severable, and if any provision of it is found to be unlawful or unenforceable, it shall be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision shall be severed from this Severance Agreement and the remaining provisions shall remain fully valid and enforceable to the maximum extent consistent with applicable law provided, however, that Section 4 may not be severed from this Severance Agreement. 18 EFTA_R1_00438243 EFTA01962695 9. Review Period and Effective Date. Dr. Nikolic may take up to twenty-one (21) calendar days from receipt of this Severance Agreement to consider its terms, after which time the offer of this Severance Agreement shall expire and may no longer be accepted. Dr. Nikolic may execute this Severance Agreement before expiration of the twenty-one (21) day period, in which case Dr. Nikolic shall be deemed to have waived the remainder of the consideration period. To accept this Severance Agreement, Dr. Nikolic must execute and deliver this Severance Agreement to bgC3 LLC, 4000 Carillon Point, Kirkland, WA 98033, attention Larry Cohen. Dr. Nikolic has a period of seven (7) calendar days after executing this Severance Agreement to revoke this Severance Agreement, should he wish to do so. To revoke, Dr. Nikolic must deliver a notice revoking acceptance of this Severance Agreement to Larry Cohen at the offices of Company noted above within the seven-day revocation period. This Severance Agreement shall become effective on the eighth (8th) day after Dr. Nikolic executes this Agreement, provided that Dr. Nikolic has not revoked this Severance Agreement ("Effective Date"). 10. Dispute Resolution. Subject to Company's right to seek equitable or injunctive relief in court, any and all disputes that arise under this Severance Agreement that are not informally resolved shall be resolved by final and binding arbitration by a sole, neutral arbitrator in Seattle, Washington, under the applicable rules of the American Arbitration Association governing employment disputes. In any such dispute, no party shall be entitled to the benefit of any principle of contract construction premised upon the relative bargaining power of the parties, the identity of the party partly or wholly responsible for drafting the portion of this Severance Agreement giving rise to the dispute, contra proferentum, contracts of adhesion, or any similar contract construction principle. In any arbitration or litigation arising from this Severance Agreement, the prevailing party shall be entitled to costs ancl?ittomeys' fees; provided, however, that this sentence shall not apply to any claim Dr. eolic may have challenging the validity of this Severance Agreement under the ADEA or OWBPA. This Severance Agreement shall be governed by and interpreted under the laws of the State of Washington, including without limitation the statutory statute of limitations periods defined under state law for "actions", but excluding the State of Washington's choice of law rules. I. Other. Nothing in this Severance Agreement is intended as or should be construed as an admission of liability by any of the parties to this Severance Agreement or any other person or party. This Severance Agreement may be modified only in writing signed by Dr. Nikolic and the Manager of Company. 12. Knowing and Voluntary Agreement. Dr. Nikolic hereby warrants and represents that Dr. Nikolic: (I) has carefully read this Severance Agreement and finds the manner in which it is written understandable; (2) knows the contents hereof; (3) has been advised to consult with Dr. Nikolic's personal advisor or attorney regarding this Severance Agreement and its effects prior to executing this Severance Agreement and has done so or waives the right to do so; (4) understands that in signing this Severance Agreement he forever releases Company and the Released Parties from all claims, damages, and disputes that may have arisen before the date of this Severance Agreement as set forth in this Severance Agreement, including any claims under the ADEA, OWBPA (other than claims challenging the validity of this Agreement under the ADEA or OWBPA), or other statutes; (5) understands this Severance Agreement's contents and its final and binding effect (6) has been given twenty-one days to review and analyze this entire Severance Agreement and seven days to revoke acceptance should he wish to do so; and (7) has signed this 19 EFTA_R1_00438244 EFTA01962696 Severance Agreement as his free and voluntary act. Dr. Nikolic acknowledges that in executing this Severance Agreement, Dr. Nikolic does not rely upon any representation or statement by any Released Party concerning the subject matter of this Severance Agreement, except as expressly set forth in the text of this Severance Agreement. bgC3 LLC By Signature Dr. Boris Nikolic Larry Cohen Its Manager Address: Date Date 2 0 EFTA_R1_00438245 EFTA01962697 3208821.1 EFTA_R1_00438246 EFTA01962698