Pursuant to the terms of his employment agreement, if Dr. Perrins employment is terminated for
cause (as defined in his employment agreement) or by Dr. Perrin without good reason (as defined in his employment agreement), Dr. Perrin will receive (i) his base salary accrued through the date of termination, (ii) unpaid
expense reimbursements, and (iii) any vested benefits under the employee benefit plans of Novus (the vested compensation). Pursuant to the terms of his employment agreement, if Dr. Perrins employment is terminated
by Novus without cause (as defined in his employment agreement) or by Dr. Perrin for good reason (as defined in his employment agreement), Dr. Perrin will receive the vested compensation. Additionally, subject to Dr. Perrins
execution of a release in favor of Novus, Dr. Perrin will be entitled to receive either: (i) an amount equal to 1.5 times his base salary payable over eighteen months if Dr. Perrins employment is terminated before the first
anniversary of the effective date of the employment agreement, or (ii) an amount equal to 1.0 times his base salary payable over twelve months if Dr. Perrins employment is terminated after the first anniversary of the effective date
of the employment agreement. Dr. Perrin will also be entitled to receive (i) acceleration of vesting of the equity awards initially granted to him under his employment agreement, and (ii) up to 12 months of health insurance
reimbursement under COBRA. In the event that Dr. Perrins employment is terminated without cause, or Dr. Perrin terminates his employment for good reason, in either case within 30 days before or twelve months after a change in
control, in lieu of the severance payments and benefits described in the preceding sentences and subject to Dr. Perrins execution of a release in favor of Novus, Dr. Perrin will be entitled to receive the vested compensation, as well
as: (i) an amount equal to 1.0 times his base salary and annual target bonus for the year in which termination occurs, (ii) full acceleration of all equity awards subject to time-based vesting, and (iii) up to 18 months of health
insurance reimbursement under COBRA.
In connection with Dr. Perrins appointment as President and Chief Scientific
Officer, Dr. Perrin will enter into Novuss standard form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.3. Pursuant to the terms of the indemnification agreement, Novus may be required, among other
things, to indemnify Dr. Perrin for some expenses, including attorneys fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer and/or director.
Dr. Perrin has no family relationship with any of the executive officers or directors of Novus. Dr. Perrin was appointed as an officer and director
of Novus as contemplated in the Merger Agreement. Other than as set forth in the Merger Agreement, there are no arrangements or understandings between Dr. Perrin and any other person pursuant to which he was appointed as an officer and/or
director of Novus.
Walter Ogier
On September
14, 2020, Walter Ogier was appointed to the Novus board of directors. Mr. Ogier, age 63, has served as the Chairman of Anelixis since September 2017. Mr. Ogier has more than 30 years of experience developing therapeutic medical products
ranging from pharmaceuticals to medical devices, stem and immune cell therapies, and gene therapies. From December 2016 to June 2017, Mr. Ogier served as President and CEO of Regenacy Pharmaceuticals, LLC and from December 2016 through March
2020, he was a member of Regenacy Pharmaceuticals Board of Directors. Additionally, Mr. Ogier currently serves as a member on the Board of Directors of Biothera Pharmaceuticals, Inc., and has done so since July 2015, on the Board of
Managers of Thetis Pharmaceuticals LLC, and has done so since January 2016, on the Board of Directors of Nemucore Medical Innovations, Inc., and has done so since January 2019, and on the Board of Directors of IRX Therapeutics Inc. from July 2018,
until its acquisition by Brooklyn Immunotherapeutics LLC in November 2018. From 2001 to 2005, Mr. Ogier served as Chief Executive Officer of Genetix Pharmaceuticals (now bluebird bio, Inc., Nasdaq: BLUE) and of Acetylon Pharmaceuticals from
2008 to December 2016 when it was sold to Celgene Corporation, a Bristol Myers Squibb Company (NYSE: BMY). Finally, Mr. Ogier served as CEO and Director for Arbios Systems, Inc. (OTC: ABOS) from 2005 to 2007. Mr. Ogier received his
Bachelor of Arts in Chemistry from Williams College in 1979 and an MBA from Yale School of Management in 1987. The Novus Board has determined that Mr. Ogier qualifies as an independent director under applicable Nasdaq Marketplace
Rules.
In connection with Mr. Ogiers appointment as a director, Mr. Ogier will enter into Novuss standard form of
indemnification agreement, a copy of which is attached hereto as Exhibit 10.3. Pursuant to the terms of the indemnification agreement, Novus may be required, among other things, to indemnify Mr. Ogier for certain expenses, including
attorneys fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director.
Mr. Ogier has no family relationship with any of the executive officers or directors of Novus. Mr. Ogier was appointed as a director of Novus as
contemplated in the Merger Agreement. Other than as set forth in the Merger Agreement, there are no arrangements or understandings between Mr. Ogier and any other person pursuant to which he was appointed as an officer and/or director of Novus.