Compensation Arrangements with the Chief Commercial Officer.

On December 10, 2012, the Company entered into an amended and restated severance agreement with Doug Bell, the Company's Chief Commercial Officer, which amends and restates the prior terms of Mr. Bell's severance agreement. The new amended and restated severance agreement restates the prior terms of Mr. Bell's severance agreement as previously in effect, except that the new agreement provides for (i) the triggering of any bonus payment at 100% of target metrics in the event of a qualifying termination event in connection with a change of control of the Company, (ii) the continuation of Mr. Bell's base salary and health insurance coverage for six months if he is discharged for a reason other than cause or permanent disability at any time, (iii) the continuation of Mr. Bell's base salary and health insurance coverage for twelve months if he is discharged for a reason other than cause or permanent disability or if he resigns for good reason, in either case within 12 months after the Company is subject to a change in control, and (iv) the immediate vesting in full of all equity awards, including options and other rights to purchase shares of stock, held by Mr. Bell at the time of a change in control. The description of the amended and restated severance agreement is qualified in its entirety by the full text of the Amended and Restated Severance Agreement filed herewith as Exhibit 10.1.

(d) Exhibits

Exhibit
No.       Description
10.1      Amended and Restated Severance Agreement dated as of December 10, 2012
          by and between the Company and Doug Bell.