AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

“Duties and Services. Effective on the Effective Date: (i) Employee hereby resigns as Chief Executive Officer of the Company and (ii) during the Employment Period and on and prior to the Transition Date, Employee shall be employed in the business of the Company as the Executive Chairman of the Board. Notwithstanding anything to the contrary herein, upon Employee’s resignation as Chief Executive Officer, Employee shall not be entitled to any severance payments or benefits pursuant to Section 10 other than the Accrued Benefits. Employee shall have such duties as set forth in Exhibit B attached hereto. Employee agrees to continue his employment as described in

this Section 2 and agrees to devote all of his working time and efforts to the performance of his duties under this Agreement, excepting disabilities, illness and vacation time as provided by Section 3(e). In performing his duties hereunder, Employee shall be available for reasonable travel as the needs of the business require. Except as provided in Section 6 hereof, the foregoing shall not be construed as preventing Employee from: (i) making investments in other businesses and managing his and his family’s personal investments; and (ii) participating in charitable, civic, educational, professional, community or industry affairs or serving on the board of directors of other companies (‘Professional Activities’), provided that these Professional Activities are approved by the Executive Committee of the Board. It is intended that Employee’s change in status from Chief Executive Officer to Executive Chairman shall not be a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder.”

3. Section 3(a) is hereby amended in its entirety to read as follows:

“As compensation for his services hereunder, the Company shall pay Employee, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate of $1,140,000.”

4. Section 3(b) is hereby amended in its entirety to read as follows:

“The Company shall also pay Employee, during the Employment Period, an annual target bonus, payable in February of 2011 for the 2010 performance year, in an amount equal to one hundred and twenty percent (120%) of Employee’s base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company’s Board, or a committee thereof, after good faith consultation with Employee.”

“With respect to the 2009-2011 and 2010-2012 performance cycles of the Company’s Long-Term Incentive Plan (the ‘LTIP’), Employee shall be eligible to receive a pro-rata portion of each LTIP award (determined by multiplying the award by a fraction, the numerator of which is the number of days during the applicable performance cycle of the LTIP in which Employee is employed by the Company and the denominator of which is 1095) based on actual achievement of the performance targets under the LTIP (each, an ‘LTIP Award’), provided that Employee is employed by the Company on the Transition Date (but without regard to any requirement that Employee be employed after such date). Each LTIP Award shall be paid in cash

in a lump sum at the time each LTIP Award is paid to other participants in the LTIP, which shall be in calendar year 2012 for the 2009-2011 LTIP and in calendar year 2013 for the 2010-2012 LTIP; provided, however, that each LTIP Award may be paid in stock if: (i) it is so determined by the Compensation Committee of the Board in its sole discretion and in accordance with the LTIP and (ii) with respect to the applicable LTIP performance cycle, all other LTIP participants’ awards are paid in stock.”

“For the avoidance of doubt, Employee shall receive the standard quarterly stock option grants from Employee’s 2010 equity allocation in July and October of the Employment Period.”

Aiding in the executive management transition;

Advising and working closely with the Chief Executive Officer of the Company and senior management concerning the activities of the Company including overall strategy, corporate development, research and development, regulatory programs and other initiatives including, without limitation, the following:

working with various R&D constituencies to maximize strategic and organizational effectiveness; and

working with potential corporate partners for licensing, development and commercialization of products or technologies;

Upon request and, as appropriate, sitting on boards representing the Company; and

Providing advice and input into material agreements and arrangements to be entered into or amended by the Company including, for example, agreements related to the acquisition of intellectual property, strategic alliances or corporate collaborations, the licensing of intellectual property and other material acquisitions or dispositions.