Exhibit 10.11

Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Effective as of February 23, 2026

Alison D. Schecter, MD

VIA Email

Dear Alison:
 

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) to you for the position of Chief Medical Officer of the Company. In this position, you will be reporting to the Chief Executive Officer of the Company.

This letter summarizes some of the important aspects of your proposed employment with the Company. Further information about the terms and conditions of your employment is available in the personnel policies and information that the Company has previously disseminated or may in the future disseminate from time to time. You are advised to review the policies and procedures contained in such materials at your earliest opportunity, and to become familiar with them. Also, please note that your employment with the Company is contingent on any applicable government authorization to work.

By accepting the Company’s offer of employment, you agree to comply with and be bound by the operating practices, procedures, and policies that the Company may put into effect from time to time during your employment. You also represent and warrant that you are free to enter into and fully perform this agreement and the agreements referred to herein without breaching any other agreement or contract to which you are or may be bound, including any existing or previous employment agreement or non-competition agreement.

This Offer Letter is contingent upon your execution of the the Assignment and Non-disclosure.

Please indicate your acceptance of this offer of employment by signing and dating below and returning to the Company this signed Offer Letter, and the signed Assignment of Inventions and Non-disclosure Agreement.

[Balance of Page Left Intentionally Blank]

We look forward to having you join the Company team and anticipate that this will be a mutually beneficial relationship. If you have any questions, please feel free to give us a call.

EXHIBIT A

FORM OF SEPARATION AGREEMENT AND RELEASE

This SEPARATION Agreement and Release (this “Agreement”) is entered into by and between Alison Schecter (the “Employee”) and Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”) (the “Company” and the Employee, each, individually, a Party, and collectively, the “Parties”), as of the effective date set forth in Section 17 below (the “Effective Date”).

RECITALS

WHEREAS, the Company and the Employee are parties to an Offer Letter dated as of February 23, 2026 (the “Offer Letter”) (a copy of which is attached hereto as Exhibit A);

WHEREAS, the [Employee’s employment with the Company, has been terminated by the Company without Cause (as defined below)/the employee has resigned for Good Reason (as defined below)] pursuant to Section 2(d) of the Offer Letter;

WHEREAS, the Employee’s employment with the Company terminated effective as of [insert termination date] (the “Separation Date”); and

WHEREAS, the Company and the Employee mutually agree to resolve all outstanding differences in an orderly manner.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) “Cause” shall mean the Employee’s (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with the Employee’s duties or willful failure to perform your responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs; (vi) violation of any Company rule, regulation, procedure or policy of which you were made aware; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Employee for the benefit of the Company, all as determined by the Board of Directors of the Company (the “Board”), which determination will be conclusive.

(b) “Good Reason” shall mean any of the following actions taken by Company or a successor corporation or entity without the Employee’s consent (unless such action is taken in response to conduct by the Employee that constitutes Cause): (A) material reduction of the Employee’s base compensation, other than a reduction that applies generally to all executives and does not exceed 10%; (B) material reduction in the Employee’s authority, duties or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” where it occurs in the ordinary course of integration following the acquisition of the Company; or (C) relocation of the Employee’s business office and/or principal work location more than thirty (30) miles from its location as of the Effective Date, or, at any time when the Employee is primarily remote, any requirement that Employee work other than remotely. In order to resign for Good Reason, the Employee must provide written notice of the event giving rise to Good Reason to the Board within 90 days after the condition arises, allow Company 30 days to cure such condition, and if Company fails to cure the condition within such period, the Employee’s resignation from all positions the Employee then holds with Company must be effective not later than 90 days after the end of Company’s cure period.

2. Separation Date; Resignation as Officer of the Company. Regardless of whether Employee signs this Agreement, Employee’s last day of employment with the Company shall be the Separation Date and Employee shall be paid Employee’s salary through the Separation Date, and reimbursed for expenses properly submitted pursuant to Company policy on or before the Separation Date. From and after the Separation Date, Employee shall no longer be, nor hold himself out as, an employee, officer, executive, member, manager, representative, or agent of the Company or any of its affiliates, and shall no longer hold any title with the Company or any of its affiliates. For the avoidance of doubt, effective as of the Separation Date, the Company will terminate the Employee’s employment with the Company in all capacities.

3. Severance Payment. Subject to the terms of this Agreement, the Company shall pay to the Employee (i) a cash payment equal to nine (9) months of Employee’s then base salary and (i) all accrued, but unpaid cash bonuses through the Separation Date, which amounts shall be paid in accordance with the Company’s regular payroll schedule, less applicable taxes and withholding, provided that the Employee timely executes this Agreement and the Employee does not revoke this Agreement. The Employee acknowledges and agrees that as of the Separation Date, Company has given Employee all time off to which Employee is entitled under any policy or law, including leave under the Family and Medical Leave Act. In the event the Employee violates any of the post termination covenants in the PIIA (as defined below), including, without limitation, the confidentiality, non-solicitation and non-disparage covenants or in this Agreement including, without limitation, the confidentiality, non-competition and non-disparage covenants, the Company shall cease paying any remaining unpaid severance payments pursuant to this Section 3, and any such amounts already paid to Employee shall become immediately due and payable by the Employee to the Company by wire transfer in immediately available funds to an account designated by the Company.

Employee expressly acknowledges that by signing this Agreement voluntarily in order to (1) release her claims as described below, including any claims arising under the Age Discrimination in Employment Act or other age-related claims, against the Released Parties, as defined below, and (2) agree to the covenants in Sections 8, 9 and 10 of this Agreement, Employee will receive payment that is greater than she would otherwise have received.

(a) No Other Compensation or Benefits. Except as otherwise set forth in this Agreement, the Employee shall not be entitled to receive any other compensation or benefits of any sort from the Released Parties (defined below).

(b) Forfeiture of Equity. [insert relevant language regarding grant/award; terms of forfeiture/repurchase, etc.] Employee acknowledges and agrees that all of her unvested Options will be forfeited for no consideration effective as of the Separation Date.

(c) No Admission. This Agreement and compliance with this Agreement shall not be construed as an admission by the Company of any liability whatsoever, or as an admission by the Company of any violation of the rights of the Employee or any person, or any violation of any order, law, statute, duty or contract whatsoever against the Employee or any person. The Company specifically denies and disclaims any liability to the Employee or any other person for any alleged violation of the rights of the Employee or any person, or for any alleged violation of any order, law, statute, duty or contract on the part of the Company, its employees or agents or affiliated entities or their employees or agents.

4. General and Special Release. As a material inducement for the Company to enter into this Agreement, the Employee hereby forever releases and discharges the Company, its parent, subsidiary and affiliated corporations and entities, and their respective past and present officers, directors, stockholders, managers, employees, agents, attorneys, successors and assigns (collectively, the “Released Parties”) from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that the Employee had, now has, or may hereafter claim to have against the Released Parties, arising out of or relating in any way to the Employee’s hiring by, employment with, or separation from the Company or otherwise relating to any of the Released Parties from the beginning of time through the Effective Date. This release specifically extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, discrimination, harassment, retaliation, disability, loss of future earnings, and claims under applicable state Constitutions, the United States Constitution, and applicable state and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, without limitation, Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act, the Fair Labor Standards Act; the Family and Medical Leave Act; the Age Discrimination in Employment Act; as amended; the Equal Pay Act; the Employee Retirement Income Security Act of 1974; the National Labor Relations Act; the Worker Retraining and Notification Act of 1988 (WARN), the Americans With Disabilities Act of 1990 (ADA), the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974 (ERISA), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964 (Title VII), 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Family and Medical Leave Act (FMLA), the Genetic Information Nondiscrimination Act of 2008 (GINA), the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Immigration Reform Control Act (IRCA), the Fair Labor Standards Act (FLSA), and the Occupational Safety and Health Act (OSHA), the Texas Commission on Human Rights Act, the Texas Payday Act, the Texas Anti-Retaliation Act, and the Texas Whistleblower Act, the Massachusetts Fair Employment Practices Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act, the Massachusetts Sexual Harassment Statute, the Massachusetts Constitution, each as amended. However, nothing in this Agreement shall be construed as a release of (a) the Company’s obligations under this Agreement, (b) the Employee’s right to file a charge with or participate in an investigation by the Equal Employment Opportunity Commission or equivalent state or local agency, with the understanding that by signing this Agreement, the Employee waives and gives up, to the full extent permitted under applicable law, any right to seek or obtain any monetary compensation for the Employee in connection with such filing or participation, (c) any right or claim the Employee may have which, as a matter of law, cannot be released by private agreement and (d) any vested right under an incentive compensation plan or agreement.

For the purpose of implementing a full and complete release, waiver and discharge, the Employee further expressly understands and agrees that this Agreement is intended to include, and does include in its effect, without limitation, all claims, if any, which Employee may have and which the Employee does not now know or suspect to exist in Employee’s favor against the Released Parties and that this Agreement extinguishes those claims.

5. Employee’s ADEA Release. Employee hereby fully, finally, and completely releases the Released Parties of and from any and all claims, charges, or causes of action arising on or before the Separation Date under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (together, the “ADEA”), which prohibit age discrimination in employment (the “ADEA Release”), and hereby acknowledges and agrees that:

a. the Agreement, which includes the ADEA Release, was negotiated at arms-length;

b. the Agreement, which includes the ADEA Release, is worded in a manner that Employee fully understands;

c. Employee specifically waives any rights or claims under the ADEA;

d. Employee knowingly and voluntarily agrees to all of the terms set forth in the Agreement, which includes the ADEA Release;

e. Employee acknowledges and understands that any claims under the ADEA that may arise after the Separation Date are not waived;

f. the rights and claims waived in this Agreement, which includes the ADEA Release, are in exchange for consideration over and above anything to which Employee was already undisputedly entitled;

g. Employee has been and hereby is advised in writing to consult with an attorney prior to executing the Agreement, including the ADEA Release;

i. Employee understands that Employee has been given a period of at least twenty-one (21) days to consider the ADEA Release prior to executing it; and

j. Employee understands that Employee has been given a period of seven (7) days from the date of the execution of the ADEA Release to revoke the ADEA Release and understands and acknowledges that the ADEA Release will not become effective or enforceable until the revocation period has expired.

Employee understands that, while nothing in this Agreement is intended to interfere with or deter Employee’s right (i) to challenge the waiver of an ADEA or state-law age discrimination claim, (ii) to file an ADEA or state-law age discrimination claim, or (iii) to participate in any investigation or proceeding by the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency regarding any such claim, the ADEA Release shall be a valid and enforceable defense of each of the Releasees to any such challenge, claim, investigation or proceeding. Nothing in this Agreement is intended to require the payment of damages, attorneys’ fees, or costs to Company should Employee challenge the ADEA Release or file an ADEA or state-law age discrimination suit except as authorized by federal or state law.

6. Covenant Not to Sue. The Employee hereby agrees and covenants never to file a lawsuit, arbitration proceeding or any other administrative proceeding against any Released Party for any causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind and character released and discharged by the Employee pursuant to this Agreement.

7. Return of Property. The Employee hereby affirms that the Employee has returned all documents that belong to the Company (or, in the case of documents in electronic format, the Employee has irretrievably deleted them from every device that the Employee has not returned to the Company), and that the Employee has returned all other Company property, including, without limitation, electronic devices, keys and security badges. The Company acknowledges that Employee may retain copies of any agreements by and between Company and Employee.

8. Confidentiality. To the fullest extent permitted by law, and further subject to the exceptions set forth herein, the terms of this Agreement shall remain strictly confidential. The Employee hereby agrees that the Employee will not, unless compelled by law or judicial process to do so, disclose or discuss, directly or indirectly, its terms with anyone other than the Employee’s spouse, attorney, financial advisors, and prospective employers who have specifically requested a copy hereof. Nothing in this paragraph or this Agreement is intended to or shall limit or preclude Employee from: (i) providing truthful testimony on any non-privileged subject matter in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, in which event Employee shall notify the Company in writing, unless prohibited to do so by law, as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) business days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) so that the Company may seek a protective order or other appropriate remedy, and Employee agrees to cooperate with the Company in any effort the Company undertakes to obtain a protective order or other remedy; (ii) reporting, without any prior authorization from, or notification to, the Company, possible violations of state or federal law or regulation to any governmental agency or entity, including but not limited to the National Labor Relations Board (the “NLRB”), the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation; or (iii) exercising any rights Employee may have under Section 7 of the National Labor Relations Act (the “NLRA”) to engage in protected, concerted activity with other employees regarding workplace issues. If such a protective order or other remedy described in clause (i) of the foregoing sentence is not obtained, or the Company waives compliance with this Agreement, Employee shall furnish only that portion of such subject matter that is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the subject matter to be disclosed.

9. Non-Compete. Employee agrees that from the Separation Date and continuing for nine (9) months following the Separation Date (the “Non-Compete Restricted Period”), Employee shall not, directly or indirectly, as an employee, agent, consultant, director, equityholder, manager, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages, or controls, any venture or enterprise that directly or indirectly engages or proposes to engage in the development of any product with the same or a substantially similar mechanism of action as any molecule under development by the Company (the “Restricted Business”) anywhere in the United States in which the Company conducts clinical trials or in which the Employee performed work or provided services on behalf of the Company (the “Restricted Territory”). Employee acknowledges and agrees that (i) the Severance Payment referenced in Section 3 constitutes sufficient consideration for this post-employment non-competition restriction; (ii) the restriction set forth in this Section 9 is reasonable and reasonably necessary to protect the legitimate business interests of Company, including Company’s trade secrets, goodwill, customer contacts and relationships, and other confidential or proprietary information, and are ancillary to the enforceable promises between me and Company in the other sections of this Agreement as well as Employee’s employment with Company; (iii) Employee was informed of Employee’s right to consult with counsel prior to executing this Agreement; (iv) the observance of the covenants set forth herein will not cause Employee undue hardship nor will it unreasonably interfere with Employee’s ability to earn a livelihood either during or following Employee’s employment with the Company; and (v) this provision shall not become effective until at least ten business days after receipt of this Agreement.

10. Non-Disparagement. Employee agrees not to make, publish, or communicate to any person or entity or in any public forum any disloyal, reckless, or maliciously untrue statement or communication with the intention of disparaging or otherwise impugning the business or management of, or with the intention of damaging the reputation of or interfering with the normal operations of, the Company or its affiliates, or any of their customers, clients, employees, officers, or directors now or in the future. Nothing in this Agreement shall (a) affect Employee’s obligations to provide truthful information as may be required by law, rule, regulation or legal process or as requested by any legal or regulatory authority, (b) prohibit or limit Employee from communicating with any governmental agency or organization, including without limitation the NLRB, any labor representative organization or union, or any co-workers or (c) unlawfully restrict or impede Employee from exercising Employee’s protected rights, including under the NLRA or federal securities laws, to the extent such rights cannot be waived by agreement.

11. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Employee will not be held criminally or civilly liable under any federal or state law for any disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by Company or any affiliate for reporting a suspected violation of law, Employee may disclose Company’s or an affiliate’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

12. Binding Effect. This Agreement shall be binding upon the Parties and their respective heirs, administrators, representatives, executors, successors and assigns.

13. Governing Law. This Agreement shall be governed by and construed and enforced pursuant to the laws of the State of Delaware applicable to contracts made and entirely to be performed therein, without regard to its conflict of laws provisions.

14. Entire Agreement; Modification. This Agreement, along with any agreements referenced herein, including, without limitation, [insert list of agreements] (each as defined below), constitutes the entire understanding between the Parties and may not be modified without the express written consent of the Parties. Except as set forth herein, this Agreement supersedes all prior written and/or oral and all contemporaneous oral agreements, understandings and negotiations regarding the subject matter hereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

15. Binding Arbitration of Disputes. Except as necessary to specifically enforce or enjoin the breach of any of the terms of this Agreement (as a provisional remedy in aid of arbitration) and except as provided by applicable law, the Parties hereby agree that any dispute that may arise in connection with, arising out of or relating to this Agreement shall be submitted to binding arbitration pursuant to the Employment Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. Except as otherwise set forth herein or required by applicable law, the Company and the Employee shall split the costs of the arbitrator and the arbitration.

16. Specific Performance. The Parties hereby agree that, in the event of an actual or threatened breach of this Agreement by the Company or the Employee, as the case may be, then the non-breaching party shall have the right and remedy to have the applicable provisions of this Agreement specifically enforced by any court having equity jurisdiction, including obtaining an injunction to prevent any continuing violation thereof, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company or the Employee, as the case may be, and that money damages will be difficult to ascertain and will not provide adequate remedy to the Company or the Employee, as the case may be.

17. Review of Agreement; Voluntary Agreement; No Other Inducement. The Employee acknowledges and agrees that the Employee (a) has had not less than twenty-one (21) days from the date the Employee received this Agreement to consider this Agreement and release or (b) has knowingly waived the Employee’s rights to do so. Employee further acknowledges and agrees that the Employee enters into this Agreement knowingly and voluntarily, has had sufficient opportunity to consult with legal counsel of the Employee’s choice (and the Employee in fact has consulted with counsel in connection with the negotiation of and signing of this Agreement), and does not rely, and has not relied, on any fact, representation, statement or assumption other than as specifically set forth in this Agreement.

18. Revocation of Agreement. The Employee acknowledges and understands that the Employee may revoke this Agreement by delivering written notice of revocation to Eric Keller at ekeller@retensionpharmaceuticals.com, any time up to seven (7) days after the Employee delivers a signed copy of this Agreement to the Company. After the revocation period has passed, however, the Employee may no longer revoke this Agreement. This Agreement and the obligations under this Agreement will not become effective until the Effective Date, which is the eighth (8^th) day after the Employee has delivered a signed copy of this Agreement to the Company; provided that the Employee has not revoked the Employee’s signature, and provided further that the Effective Date will in no event be earlier than the Separation Date.

19. Attorneys’ Fees. In the event that any Party brings an action to enforce or effect its rights under this Agreement, the prevailing party shall be entitled to recover from the other Party its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, plus reasonable attorneys’ fees, incurred in connection with such an action.

20. Severability. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

21. No Cooperation. Employee agrees Employee will not act in any manner that might damage the business of the Company. Employee agrees that Employee will not knowingly encourage, counsel, support, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Released Parties, unless under a subpoena or other court order to do so. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Released Parties, Employee shall state no more than that Employee cannot provide counsel or assistance.

22. Post-Employment Restrictions; Continuing Obligations. The Employee agrees and acknowledges that Employee remains bound by each of the terms of the Proprietary Information, Inventions Assignment and Restrictive Covenant Agreement (the “PIIA”), specifically, but without limitation, Section 12 (Non-solicitation of Customers or Prospects), Section 13 (Non-solicitation of Company’s Employees or Consultants) and Section 15 (Non-Disparagement), which provisions are incorporated by reference for all purposes, and which survive the termination of Employee’s employment. By signing this Agreement, Employee represents and warrants that Employee has not disclosed any confidential information to a third party in contravention of the terms of any confidentiality provisions to which Employee is subject. Employee further acknowledges and agrees that: (i) the post-employment restrictions set forth in the PIIA are no broader than necessary to protect the Company’s confidential information, trade secrets and goodwill, which cannot be adequately protected through an alternative restrictive covenant, (ii) Employee’s obligations under the PIIA are supported by good and valuable consideration and/or such other mutually-agreed upon consideration as required by applicable law, and (iii) the geographic restrictions set forth in the restrictive covenant provisions in the PIIA are reasonable and aligned with the geographic area in which Employee provided services to the Company or in which Employee had a material presence or influence within the Company. For the avoidance of doubt, nothing in this Agreement shall eliminate, reduce, replace, or impair, or be construed to eliminate, reduce, replace, or impair, any continuing obligations Employee has pursuant to any agreement(s) between Employee and the Company, including without limitation any confidentiality, restrictive covenants and/or post-employment obligations contained in any agreement(s), all of which confidentiality, restrictive covenants and/or post-employment obligations shall continue in full force and effect as if restated herein. For further avoidance of doubt, nothing in this Agreement shall affect or be construed to affect any and all rights of the Company or its affiliates (or a designee thereof) to enforce, or to obtain recovery or relief for any breach of threatened breach by Employee of, any such restrictive covenants or post-employment obligations.

23. Section 409A. As set forth in Section 2(f) of the Offer Letter, the payments and benefits provided under this Agreement are intended to comply with IRS Code Section 409A, and the provisions of this Agreement shall be interpreted such that the payments and benefits provided are either not subject to Code Section 409A or are in compliance with Code Section 409A.

24. No Guarantee of Tax Consequences. Company makes no commitment or guarantee to Employee (or to any other person eligible for compensation benefits under this Agreement) that any federal, state, local, or other tax treatment will (or will not) apply or be available to Employee (or any person eligible for compensation and benefits under this Agreement) and assumes no liability whatsoever for the tax consequences (including any penalties or interest related thereto) to Employee or to any other person eligible for compensation or benefits under this Agreement.

25. Counterparts; Electronic Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more Parties hereto and delivered by such Party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the dates set forth below.

EXHIBIT B

proprietary information, InventionS Assignment

AND restrictive covenant Agreement

My relationship with Retension Pharmaceuticals, Inc. (together with its subsidiaries, parents, affiliates, successors and assigns (collectively referred to as “Company”)), creates a relationship of confidence and trust with Company. Accordingly, in consideration of my new or continued relationship with the Company and the compensation now and later paid to me, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I agree to the following terms in this Proprietary Information, Inventions Assignment and Restrictive Covenant (the “Agreement”):

1. No Conflict of Interest. I agree that during the period of my relationship with the Company I will not, without Company's express written consent, directly or indirectly engage in any employment or in any conduct that could either be in direct conflict with Company’s interests or that could cause a material and substantial disruption to Company. It is acknowledged and agreed by the Company that (i) none of my consulting activities on behalf of Restor Pharmaceuticals, Inc., Response Pharmaceuticals, Inc. or any affiliate of either, (ii) none of my existing charitable work as set forth on Exhibit C, (iii) none of my existing or future passive private investments that are, in each case, not greater than one percent (1%) of the outstanding equity of the applicable entity, or (iv) my service on up to two (2) boards of directors as set forth on Exhibit C (collectively the “Permitted Activities” and each individually a “Permitted Activity”) shall be deemed to violate the preceding sentence. Prior to commencing work in the future with an organization that may fall within the scope of Permitted Activities, I agree to disclose such relationship and organization to the Company, and obtain the Company’s consent prior to commencing such work; provided however, that such work does not interfere with my day-to-day duties and responsibilities with the Company and is not a conflict of interest as determined by the Company. I represent to the Company that my work for any current or future organization that falls within the scope of Permitted Activities does not or will not constitute a conflict of interest, conflict with the terms of my employment with the Company or prevent me from carrying out the terms of my employment with the Company. If a conflict of interest arises between my employment with the Company and any future Permitted Activity, I agree to disclose such conflict and work with the Company to resolve such conflict prior to commencing such Permitted Activity. Any conflict of interest between my employment with the Company and any current or future Permitted Activity that cannot be resolved to the Company’s satisfaction shall constitute termination for Cause for any resulting termination of my employment by the Company (as defined in that certain Severance Agreement, by and among me and the Company of even date herewith). Furthermore, I will not (a) reveal, disclose or otherwise make available to any unauthorized person any Company password or key, whether or not the password or key is assigned to me, or (b) obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of any laptop or personal computer, peripheral device, cell phone, smartphone, personal digital assistant (PDA), software or related technical documentation that Company issues to me. I will not input, load or otherwise attempt any unauthorized use of software in any Company computer or other device, whether or not the computer or device is assigned to me.

2. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information (as defined in Exhibit A) is the sole property of Company or its designee. I hereby assign to Company all rights, title and interest I may have or acquire in the Proprietary Information. At all times, both during my relationship with the Company and after termination of such relationship, I will keep in confidence and trust all Proprietary Information, and I will not use or disclose any Proprietary Information without the written consent of Company, except as may be necessary in the ordinary course of performing my duties to the Company or as expressly authorized by this Agreement. I will take all reasonable precautions to prevent the inadvertent or accidental use or disclosure of Proprietary Information. Notwithstanding the foregoing, it is understood that, at all such times, I am free (a) to use information which was known to me prior to my relationship with Company or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me, (b) engage in concerted activity protected by the National Labor Relations Act, including discussing the terms of my relationship and compensation, (c) to report possible violations of federal securities laws to the appropriate government enforcing agency and make such other disclosures that are expressly protected under such laws, (d) disclose information about unlawful acts in the workplace, such as harassment or discrimination, and (e) to respond to inquiries from, or otherwise cooperate with, any governmental or regulatory investigation (the activities set forth in clauses (b) through (e) are, collectively, referred to as the “Protected Activities”). Prior to disclosure when compelled by a court subpoena or order, I will provide prior written notice to the Chief Executive Officer of Company, except that Company in no way requires me to seek authorization from Company or inform Company about any Protected Activities.

3. Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I will not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney and may use the trade secret information in the court proceeding, if I (x) file any document containing the trade secret under seal and (y) do not disclose the trade secret, except pursuant to court order.

4. Disclosure and License of Prior Innovations. I have identified all Prior Innovations (as defined in Exhibit A) on Exhibit B attached hereto. I represent that I have no rights in any Prior Innovations not listed in Exhibit B.  If nothing is listed on Exhibit B, I represent that there are no Prior Innovations.  I hereby grant to Company and Company’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to any Prior Innovations that I incorporate, or permit to be incorporated, in any Company Innovations (as defined in Exhibit A).  Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, any Prior Innovations in any Company Innovations without Company’s prior written consent.

5. Assignment of Company Innovations. Subject to Section 7, I hereby do and will irrevocably assign to Company or its designee my entire right, title, and interest in and to any and all Company Innovations, which assignment operates automatically upon the conception of the Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to Company, I hereby grant to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to Company, I hereby irrevocably waive and agree never to assert the non-assignable and non-licensable rights, title and interest against Company, any of Company’s successors in interest, or any of Company’s customers.

6. Disclosure and Future Innovations. I agree to disclose promptly in writing to Company all Innovations (as defined in Exhibit A), other than any nonassignable Innovation described in Section 7 below or any Innovation arising from or out of my Permitted Activities, conceived, reduced to practice, created, derived, developed, or made by me during the term of my relationship with the Company, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations are or should be considered Company Innovations. At the time of each such disclosure, I will advise Company in writing of any Innovations that I believe do not qualify as Company Innovations; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Any such information will be received in confidence by Company. I will preserve the confidentiality of any Innovations that do not qualify as Nonassignable Innovations (as defined in Section 7 below).

7. Nonassignable Innovations. I acknowledge that this Agreement does not require that I assign or offer to assign to Company any Innovations that I developed entirely on my own time without using Company’s equipment, supplies, facilities, or trade secrets, or Proprietary Information, except for those Innovations that either: (a) relate, at the time of conception, reduction to practice, creation, derivation, development, or making of such Innovation, to Company’s business or actual or demonstrably anticipated research or development; (b) result from or are connected with any work that I performed for Company; or (c) apply to any patent or invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States (“Nonassignable Innovations”).

8. Incorporation of Software Code. I agree that, except with Company’s prior written consent, I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.

9. Work Product Ownership. I agree that all work product or works of authorship that I create (solely or jointly with others) within the scope of my relationship with the Company shall be considered works-made-for-hire for purposes of applicable copyright law and, accordingly, Company shall be deemed the author of such work product or works of authorship. To the extent any such work product or works of authorship may not be deemed works-made-for-hire, I agree that Company will exclusively own all such work product or works of authorship, and I hereby irrevocably and unconditionally assign to Company all right, title, and interest worldwide in and to all such work product or works of authorship. I further agree not to publish or submit for publication any such work product or other materials containing Proprietary Information, nor make public statements, lectures or speeches containing any such work product or Proprietary Information, unless I have received prior written consent from an officer of Company or unless necessary to perform services for Company. I acknowledge and understand that publication of such work product or Proprietary Information, regardless of whether for commercial, non-commercial, academic or other purposes, (i) may limit Company’s legal rights to seek patent protection for Company Innovations disclosed within the published materials, (ii) may eliminate or diminish Company’s legal rights to claim that certain Proprietary Information is protectable, or (iii) may cause other harm to Company, including, by way of example, eliminating or diminishing Company’s competitive advantage.

10. Cooperation in Perfecting Rights to Company Innovations. I agree to perform, during and after my relationship with the Company, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations and all intellectual property rights therein as provided to Company under this Agreement. If Company is unable for any reason to secure my signature to any document required to file, prosecute, register or memorialize the assignment of any rights or application or to enforce any right under any Company Innovations as provided under this Agreement, I hereby irrevocably designate and appoint Company and Company’s duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of rights under the Company Innovations, all with the same legal force and effect as if executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable.

11. Return of Company Property. Upon termination of my relationship with Company or at any other time upon Company’s request, I will return all materials (including, without limitation, documents, drawings, files, and storage media) containing or disclosing any Proprietary Information or Company Innovations (including all copies thereof), as well as any keys, pass cards, identification cards, computers, printers, pagers, cell phones, smartphones, personal digital assistants or similar items or devices that Company has provided to me. I will provide Company with a written certification of my compliance with my obligations under this Section. I further agree that should I discover any Company property or Proprietary Information in my possession after my termination and departure from Company, I agree to return it promptly to Company without retaining copies or excerpts of any kind. Nothing in this Section 11 shall prohibit my retaining copies of Proprietary Information that are necessary for the potential enforcement of my rights under any agreement with the Company.

12. Non-solicitation of Customers or Prospects. I acknowledge that non-public information relating to Company’s customers and prospects (including their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents, the type and quantity of products and services provided or sought to be provided) is confidential and constitutes Proprietary Information. Accordingly, to protect such Proprietary Information and Company’s customer goodwill, I agree that during the Restricted Period, except as may be required in the ordinary course in connection with any of the Permitted Activities described in subpart (i) of the first paragraph of this Agreement, and not with the direct purpose of inflicting any harm on the Company, I will not, either directly or indirectly, separately or in association with others:

(a) solicit, induce or attempt to induce any Customer or Potential Customer (as defined in Exhibit A), to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company;

(b) solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Competing Services (as defined in Exhibit A); or

(c) perform, provide or attempt to perform or provide any Competing Services for a Customer or Potential Customer.

13. Non-solicitation of Company’s Employees or Consultants. I agree that, during the Restricted Period, I will not, I agree that during the Restricted Period, except as may be required in the ordinary course in connection with any of the Permitted Activities described in subpart (i) of the first paragraph of this Agreement, and not with the direct purpose of inflicting any harm on the Company, either directly or indirectly, separately or in association with others:

(a) solicit, encourage, or participate in the solicitation of any person known to me to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion or seek out the contact, or take any other action to interfere with, impair, disrupt, or damage Company’s relationship with its employees;

(b) solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any person known to me to be an employee, consultant, or independent contractor of Company to render services to me or any other person or entity that researches, develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide Competing Services; or

(c) hire, employ, or engage in a business venture with, or attempt to hire or engage in a business with, any person then employed by Company or who has left the Company within the preceding three (3) months to research, develop, market, sell, perform or provide Competing Services.

14. Reasonableness of Restrictions.

(a) I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

(b) In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law.

(c) If the court declines to enforce this Agreement in the manner provided in subsection 14(b), I and Company agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified.

15. Non-Disparagement. At all times, both during my relationship with the Company and after termination of such relationship, I agree to refrain from taking any action, or making any statement (oral or written) that disparages or criticizes Company, its affiliates, parent companies, subsidiaries, and related entities, or its officers, directors, or employees, in any manner that causes, or is reasonably likely to cause, harm to Company’s relationship with its existing or potential suppliers, vendors, customers, investors, employees, contractors, or any other persons or entities with whom Company engages in business. I understand that this provision does not apply to Protected Activities or any factually accurate description of the conditions of any future separation from the Company, but only to a future employer and on a need-to-know basis.

16. No Violation of Rights of Third Parties. I warrant that my performance of all the terms of this Agreement and my relationship with Company does not and will not breach any confidentiality obligations applicable to me. I agree not to disclose to Company, or induce Company to use, any confidential or proprietary information or material belonging to any previous employers or others. I warrant that I am not a party to any other agreement that will interfere with my full compliance with this Agreement or any other agreement that I may have with Company. I further agree not to enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement or any other agreement that I may have with Company.

17. Survival. This Agreement: (a) shall survive my relationship Company; (b) does not in any way restrict my right or the right of Company to terminate my relationship at any time, for any reason or for no reason; (c) inures to the benefit of successors and assigns of Company; and (d) is binding upon my heirs and legal representatives.

18. Enforcement. In the event I breach any provision (including any covenant) contained in this Agreement, I agree that Company shall be entitled to (i) injunctive relief to prevent me from violating my obligations under this Agreement, and (ii) any and all other remedies available. I acknowledge and agree that, in the event of any such breach by me, Company shall suffer immediate and irreparable harm and that money damages will not be adequate to compensate Company or to protect and preserve the status quo. Therefore, hereby agree that the Company will be entitled to seek injunctive relief should I breach or attempt to breach any obligation (including any covenant) contained in this Agreement (without Company being required to post any bonds in connection therewith), in addition to any other remedies that may be available to it. The parties agree that any legal proceeding, commenced by one party against the other, shall be brought only in any state or federal court having proper jurisdiction, within the Commonwealth of Massachusetts. Both parties submit to such jurisdiction, and waive any objection to venue, personal jurisdiction and/or claim of inconvenient forum. Company and I knowingly and voluntarily waive any and all right to a trial by jury in any action or proceeding arising out of, under or in connection with this Agreement, or the relationship between the parties hereto. In the event Company institutes litigation or other proceeding, whether at law or in equity, to enforce the terms of this Agreement, and prevails on any claim made therein, Company shall be entitled to receive and I agree to reimburse Company for any reasonable attorneys’ fees and costs incurred in any such litigation or proceeding.

19. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notices to me shall be sent to any address in Company’s records or such other address as I may specify in writing. Notices to Company shall be sent to Company’s Chief Executive Officer or to such other address as Company may specify in writing.

20. Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts.

21. Severability. Subject to Section 14, in case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

22. Waiver; Amendment; Modification. The waiver by Company of a term or provision of this Agreement, or of a breach of any provision of this Agreement by me, shall not be effective unless such waiver is in writing signed by Company. No waiver by Company of, or consent by Company to, a breach by me, will constitute a waiver of, consent to or excuse of any other or subsequent breach by me. This Agreement may be amended or modified only with the written consent of both me and Company. No oral waiver, amendment or modification shall be effective under any circumstances whatsoever.

23. Entire Agreement. This Agreement represents my entire understanding with Company with respect to the subject matter of this Agreement and supersedes all previous understandings, written or oral.

Nothing expressed or implied in this Agreement shall be deemed or operate to alter the at-will nature of the relationship between the parties hereto.

I certify and acknowledge that I have carefully read all of the provisions of this Proprietary Information, Inventions Assignment, and Restrictive Covenant Agreement and that I understand and will fully and faithfully comply with such provisions.

Exhibit A

CERTAIN DEFINITIONS

Capitalized terms used in the Proprietary Information, Inventions Assignment and Non-Solicitation Agreement (“Agreement”) to which this Exhibit A is attached that are not otherwise defined in the Agreement have the meanings given to such terms as set forth below for purposes of the Agreement:

1. “Company Innovations” means any Innovations that I, solely or jointly with others, create, derive, conceive, develop, make or reduce to practice during my relationship with the Company.

2. “Competing Services” means any product, service, or process or the research and development thereof, of any person or entity other than Company that directly competes with a product, service, or process, including the research and development thereof, of Company with which I worked directly or indirectly during my relationship with the Company or about which I acquired Proprietary Information during my relationship with the Company.

3. “Customer or Potential Customer” is any person or entity who or which, at any time during the one (1) year period prior to the date my relationship with Company ends: (i) was (A) known to me to have contracted for, been billed for, or received from Company any product or service with which I worked directly or indirectly during my relationship with the Company or about which I acquired Proprietary Information; and (B) in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product or service with which I worked directly or indirectly during my relationship with Company or about which I acquired Proprietary Information; or (ii) was solicited by Company for the purpose of offering its products or services in an effort in which I was involved or of which I was aware.

4. “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress.

5. “Prior Innovations” means any Innovations that relate in any way to Company’s business or its research and development and that were conceived, reduced to practice, created, derived, developed, or made by me alone or jointly with others prior to my relationship with Company and to which I retain any ownership rights or interest.

6. “Proprietary Information” will mean any and all knowledge, data or information of Company that has value in or to Company’s business and is not generally known, whether having existed, now existing, or to be developed during my relationship, including information developed by me. By way of illustration but not limitation, Proprietary Information includes (a) corporate information, including plans, strategies, forecasts, or methods; (b) marketing information, including strategies, methods, customer identities or other non-public information about customers, prospect identities or other non-public information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational and technological information, including information that is a Company Innovation or is related to any Company Innovations, product plans, product and device prototypes, the results of product testing, research data, market intelligence, technical designs and specifications, secret methods, manufacturing processes, source code of proprietary software, the content of unpublished patent applications, internal cost data, the terms of contracts with customers, vendors, suppliers and business partners; and (e) any other non-public information of which the unauthorized disclosure could be detrimental to the interests of Company. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to Company or to me in the course of Company’s business subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.

7. “Restricted Period” means the period of my relationship with Company and for a period of two (2) years after my relationship ends; provided, however, that in the event Company enforces this Agreement through a court order, the Restricted Period will remain in effect for a period of two (2) years from the effective date of the order enforcing the Agreement.

8. “Restricted Territory” means any of the following severable geographic areas: (i) the United States; (ii) any foreign country in which Company is engaged in business, and (iii) any state, including the District of Columbia, or territory of the United States in which Company is engaged in business, in which I have worked on a regular or occasional basis during the preceding year, or in which any Customer or Potential Customer is based.

Exhibit B

PRIOR INNOVATIONS

As described in Section 4 of the Proprietary Information, Inventions Assignment and Non-Solicitation Agreement (“Agreement”) to which this Exhibit B is attached, I, Alison Schecter, HEREBY ACKNOWLEDGE AND AGREE THAT the following is a complete list of all Prior Innovations as defined in the Agreement:

[PLEASE PROVIDE A LIST OF EACH SUCH INNOVATION AND A SHORT DESCRIPTION TO ENABLE THE COMPANY TO UNDERSTAND THE BASIC NATURE OF THE INNOVATION AND TO ASCERTAIN WHETHER IT OVERLAPS WITH ANY PRODUCT BEING SOLD OR DEVELOPED BY THE COMPANY.]

I represent that I am subject to legal constraints, such as a duty of confidentiality, which prevents me from listing or reasonably describing any particular Prior Innovations; accordingly, the following identifies the existence of each such Prior Innovations subject to a constraint against disclosure, together with a description of the general nature thereof and, if legally permitted, the identity of the person(s) or entity(ies) to whom such duty of confidentiality is owed:

Exhibit C

LIST OF PERMITTED ACTIVITIES