Separation Agreement

1.

Separation. Your last day of work with the Company and your employment termination date will be December 31, 2008 (the “Separation Date”).

2.

Accrued Salary and Paid Time Off. On the Separation Date, the Company will pay all accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement.

3.

Severance Benefits. The Company will make severance payments to you in the amount of $16,666.67 per month paid over one year following the Separation Date. These payments will be made on the Company’s ordinary payroll dates, and will be subject to standard payroll deductions and withholdings.

4.

Health Insurance. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you and your dependents will be eligible to continue your group health insurance benefits. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. If you elected COBRA, the Company will pay COBRA premiums on your behalf and on behalf of your dependents up to a maximum of twelve (12) months or until you become eligible for group health insurance coverage through a new employer (whichever comes first). You must promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer during the twelve (12) months following the Separation Date.

5.

Other Compensation or Benefits. Except with respect to any fees earned by you pursuant to that certain Consulting Agreement for Independent Contractors between you and the Company dated effective January 1, 2009 and that certain International Scientific Advisory Agreement between you and the Company dated effective January 1, 2009, you acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date, with the sole exception of any benefit the right to which has vested under the express terms of a Company benefit plan document. Notwithstanding the foregoing any stock options and/or restricted stock awards previously granted to you, including, without limitation, the continued vesting thereof, will continue to be governed by the plan documents pursuant to which they were granted.

6.

Expense Reimbursement. You agree that, within ten (10) days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

7.

Return of Company Property. You agree that, by the Separation Date, you shall return to the Company all Company documents (and all copies thereof) and other Company property in your possession or control, including, but not limited to: Company files, notes, memoranda, correspondence, agreement, draft documents, notebooks, logs, drawings, records, plans, proposals, reports, forecasts, financial information, sales and marketing information, research and development information, personnel information, specifications, computer-recorded information, tangible property and equipment, credit cards, entry cards, identification badges, and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Comp