8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2014

Karyopharm Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36167	26-3931704
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

85 Wells Avenue, 2nd Floor Newton, MA	02459
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 658-0600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2014, Karyopharm Therapeutics Inc. (the “Company”) appointed Justin Renz as Executive Vice President and Chief Financial Officer, with an effective starting date of August 18, 2014.

Prior to joining the Company, Mr. Renz, 42, served as Executive Vice President, Chief Financial Officer & Treasurer of Zalicus Inc. (formerly CombinatoRx, Inc.) from March 2012 to July 2014, as Senior Vice President, Chief Financial Officer & Treasurer from July 2009 to February 2012 and as Vice President, Finance & Treasurer from September 2006 to June 2009.  From August 2005 to September 2006, Mr. Renz was Director, Accounting and Financial Operations at EMD Serono, Inc., a publicly-traded biopharmaceutical company. From 2002 to 2005, he was Senior Director, Global Accounting and Finance at Coley Pharmaceutical Group, a publicly-traded biopharmaceutical company acquired by Pfizer Inc. in 2007, and has also held financial and accounting positions at ArQule, Inc., Millipore Corporation and Arthur Andersen LLP. Mr. Renz is a certified public accountant and holds a B.A. in Economics/Accounting from the College of the Holy Cross, a Masters in the Science of Taxation from Northeastern University and an M.B.A. from Suffolk University.

There are no family relationships between Mr. Renz and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Renz had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

In connection with his employment with the Company, pursuant to the terms of an offer letter (the “Offer Letter”) dated July 7, 2014, Mr. Renz will receive an annual base salary of $345,000. Mr. Renz is also eligible for an annual bonus (commencing with a pro-rated bonus for 2014) that targets thirty-five percent (35%) of his annualized base salary based upon achievement of certain performance goals and corporate milestones established by the Company.  Achievement of goals will be determined in the sole discretion of the Board of Directors of the Company (the “Board”) or a Compensation Committee of the Board.  Subject to approval of the Board or a Compensation Committee of the Board, the Company will grant Mr. Renz an incentive stock option for the purchase of 245,000 shares of the Company’s Common Stock, $.0001 par value per share (the “Common Stock”) at a purchase price per share equal to the closing price per share of the Company’s Common Stock on the NASDAQ Global Select Market on the date of Board or Compensation Committee approval.  In the event that he is terminated without Cause (as defined in the Offer Letter) or resigns for Good Reason (as defined in the Offer Letter) prior to a Change in Control (as defined in the Offer Letter), Mr. Renz will be entitled to severance in the form of salary continuation for at least six months at his then-current base salary.  In the event that he is terminated without Cause or resigns for Good Reason within one year following a Change in Control, Mr. Renz will be entitled to severance in the form of salary continuation for at least nine months at his then-current base salary. Mr. Renz will also be eligible for all other compensation and benefit plans available to the Company’s executive officers.

The foregoing summary of the Offer Letter is qualified in its entirety by the full text of the Offer Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

On August 7, 2014, Paul Brannelly stepped down as Senior Vice President, Finance and Administration and Treasurer, effective August 7, 2014.

On August 7, 2014, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Brannelly, pursuant to which Mr. Brannelly will provide certain advisory and other consulting services to the Company until November 1, 2014 (or such earlier date upon which the Consulting Agreement terminates in accordance with its terms). Mr. Brannelly will devote at least 15 hours per week to such services during the first month of the term of the Consulting Agreement.  As compensation for such services Mr. Brannelly will be compensated at a rate of $350 per hour, together with reimbursement for any reasonable and necessary expenses, provided that in no event shall the total amount payable to Mr. Brannelly under the Consulting Agreement exceed  $75,000.

The foregoing summary of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

On August 7, 2014, the Company also entered into a separation agreement (the “Separation Agreement”) with Mr. Brannelly in connection with his separation from service. Pursuant to the terms of the Separation Agreement and in consideration of Mr. Brannelly’s release of any claims against the Company, Mr. Brannelly will be entitled to the following severance and other benefits: (i) severance payments in the aggregate amount of $142,500 to be paid in bi-weekly installments for a period of six months beginning on the first payroll period after the Separation Agreement becomes effective; (ii) on or before March 15, 2015, an amount not to exceed $71,250, payable in the sole discretion of the Compensation Committee of the Board for satisfactory performance under the Consulting Agreement; (iii) the Company’s agreement not to assert any right of repurchase with respect to shares of Common Stock held by Mr. Brannelly pursuant to the early exercise of an option on July 31, 2013 whereby Mr. Brannelly purchased 63,636 shares of Common Stock, (iv) continued vesting of Mr. Brannelly’s unvested stock option awards during the term of the Consulting Agreement; and (v) premium payments under COBRA during the six-month severance period.

The foregoing summary of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KARYOPHARM THERAPEUTICS INC.
Date: August 8, 2014	By:	/s/ Christopher B. Primiano
		Christopher B. Primiano
		Vice President, Corporate Development,
		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter, dated July 7, 2014, between the Company and Justin Renz
10.2	Consulting Agreement, dated August 7, 2014, between the Company and Paul Brannelly
10.3	Separation Agreement, dated August 7, 2014, between the Company and Paul Brannelly

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EX-10.1

Exhibit 10.1

July 2, 2014

Mr. Justin Renz

Dear Justin:

On behalf of Karyopharm Therapeutics Inc., (the “Company”), I am very pleased to offer you the position of Chief Financial Officer and Executive Vice President of the Company.

The terms of your position with the Company are as set forth below:

1.Position.  On the Commencement Date, as defined in Section 2, you will become the Chief Financial Officer and Executive Vice President of the Company.  You will serve as Chief Financial Officer and Executive Vice President, reporting to the Company’s Chief Executive Officer (“CEO”).  In your role, you will have the responsibilities customarily associated with such position and those that are assigned to you by the Company’s CEO.  During the term of your employment with the Company, you will devote your full professional time and efforts to the business of the Company.

2.Commencement Date.  You will commence your new position with the Company, effective on or about Monday, August 18, 2014, or another date mutually agreed by you and the Company (the “Commencement Date”).

3.Compensation.

a.Base Salary.  You will be paid an annualized base salary of Three Hundred Forty-Five Thousand Dollars ($345,000), subject to tax and other withholdings required by law.  Your base salary will be payable pursuant to the Company’s regular payroll policy.  Your salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.

b.Bonus Program.  You will be eligible for an annual bonus (commencing with a pro-rated bonus for 2014 based on your start date) that targets thirty-five percent (35%) of your annualized base salary based upon achievement of certain performance goals and corporate milestones established by the Company.  Achievement of goals will be determined in the sole discretion of the Board of Directors of the Company (the “Board”) or a Compensation Committee of the Board.  To earn any part of the bonus, you must be employed on December 31st of the applicable bonus year.

c.Option Grant.  As soon as practicable after the Commencement Date, subject to Board approval, the Company will grant to you an incentive stock option for the purchase of 245,000 shares of the Company’s Common Stock, $.0001 par value per share (the “Common Stock”) at a purchase price per share equal to the closing price per share of the Company’s Common Stock on the NASDAQ Global Select Market on the date of Board approval (the “Option”).  The Option shall vest as follows: 25% of the shares underlying the Option to vest on the first anniversary of the Commencement Date and an

additional 2.0833% of the shares to vest each month thereafter over the following thirty-six (36) months.

The Option, including, but not limited to the foregoing vesting provisions, will be subject to the terms of the Company’s standard form of incentive stock option agreement and the Company’s 2013 Stock Incentive Plan.

d.Severance Compensation.  If the Company (which, for the purposes of this paragraph, includes any successor entity) terminates the term of your employment without Cause, or you resign for Good Reason, the Company will continue to pay you your base compensation at its then-current rate, in accordance with the Company’s then-current regular payroll procedures for employees, for at least six (6) months (subject to upward adjustment in the event that standardized severance terms are authorized for all employees of your level and such terms exceed the severance amount provided herein) following the date of such termination, provided that you execute a release of any and all claims that you may have against the Company arising from your employment with the Company, reasonably satisfactory to the Company in form and substance.  Notwithstanding the foregoing, if your employment is terminated without Cause, or you resign for Good Reason, within one year following the consummation of a Change in Control (as defined below), then the Company (or its successor entity) will continue to pay you your base compensation at its then-current rate, in accordance with the Company’s (or successor’s) then-current regular payroll procedures for employees, for at least nine (9) months following the date of such termination, provided that you execute a release of any and all claims that you may have against the Company (or its successor) arising from your employment with the Company and/or its successor, reasonably satisfactory to the Company or its successor in form and substance.  For purposes of this Offer Letter, “Change in Control” shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities (on an as-converted to Common Stock basis) entitled to vote generally in the election of directors of the (i) resulting, surviving or acquiring corporation in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (ii) acquiring corporation in the case of a sale of assets.

“Cause”  shall mean (i) an act or acts of material willful misconduct by you in violation of law or government regulation in the course of your employment by the Company, (ii) your conviction by a court of competent jurisdiction of theft or misappropriation by you of assets of the Company, (iii) your conviction by a court of competent jurisdiction of fraud committed by you or at your direction, (iv) your conviction by a court of competent jurisdiction of, or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, a material adverse impact on the Company or the performance of your duties, (v) willful, repeated and material failure to perform, or gross negligence in the performance of, the duties which are reasonably assigned to you by the Company, (vi) material breach of any

agreement to which you and the Company are party and/or (vii) failure to fully participate in a Company investigation as may be reasonably requested by the Company; provided, however, that you shall have a period of thirty (30) days to cure (if curable) any act constituting Cause under clauses (v) or (vii) of this paragraph, following the Company’s delivery to you of written notice, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination for Cause.

“Good Reason” shall mean (i) the assignment to you of any duties inconsistent in any adverse, material respect with your position, authority, duties or responsibilities as then constituted, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, (ii) a reduction in the aggregate of your base or incentive compensation by greater than ten percent (10%) or the termination of your rights to any employee benefits, except to the extent that any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof, other than as a result of across-the-board reductions or terminations affecting employees of the Company generally, or (iii) a requirement that you, without your prior consent, regularly report to work at a location that is thirty (30) miles or more away from your then current place of work; provided, however, that the conditions described immediately above in clauses (i) through (iii) shall not give rise to a termination for Good Reason, unless you have notified the Company in writing within thirty (30) days of the first occurrence of the facts and circumstances claimed to provide a basis for the termination for Good Reason, the Company has failed to correct the condition within fifteen (15) days after the Company’s receipt of such written notice, and you actually terminate employment with the Company within forty-five (45) days of the first occurrence of the condition.  For the avoidance of doubt, your required travel on the Company’s business shall not be deemed a relocation of your principal office under clause (iii), above.

e.Withholding.  The Company shall withhold from any compensation or benefits payable under this letter agreement any federal, state and local income, employment or other similar taxes as may be required to be withheld pursuant to any applicable law or regulation.

4.Benefits.

a.Vacation and Holidays.  You will be eligible for a maximum of 15 days of paid vacation each year and Company paid holidays consistent with the Company’s vacation policy (including accrual of vacation days).

b.Other.  You will be eligible to participate in such medical, retirement and other benefits as are approved by the Board and made available to other employees of the Company.

As is the case with all employee benefits, such benefits will be governed by the terms and conditions of applicable plans or policies, which are subject to change or discontinuation at any time.

5.At-Will Employment.  Your employment with the Company is and shall at all times during your employment hereunder be “at-will” employment.  The Company or you may terminate your employment at any time for any reason, with or without cause, and with or without notice.  The “at-will” nature of your employment shall remain unchanged during your tenure as an employee of the Company, and may only be changed by an express written agreement that is signed by you and the Company.

6.Employee Confidentiality Agreement.  As an employee of the Company, you will have access to certain Company and third party confidential information and you may during the course of your employment develop certain information or inventions which will be the property of the Company.  To protect the interest of the Company you agree to sign the Company’s standard “Non-Disclosure and Inventions Assignment Agreement” as a condition of your employment, a copy of which has been provided.

7.Resolution of Disputes.  Any controversy or claim arising out of or relating to your employment, this letter agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to arbitration in Boston, Massachusetts before a single arbitrator (applying Massachusetts law), in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (“AAA”) as modified by the terms and conditions of this Section 7; provided, however, that provisional injunctive relief may, but need not, be sought in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator.  The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, by striking from a list of arbitrators supplied by AAA.  The arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which any award is based.  Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable.  Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.

The parties acknowledge that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this letter agreement or your employment.

The arbitrator shall have the sole and exclusive power and authority to decide any and all issues of or related to whether this letter agreement or any provision of this letter agreement is subject to arbitration.

8.No Inconsistent Obligations.  By accepting this offer of employment, you represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations set forth in this letter agreement or that would be violated by your employment by the Company.  You agree that you will not take any action on behalf of the Company or cause the Company to take any action that will violate any agreement that you have with a prior employer.

9.Miscellaneous.

a.This letter agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

b.The Company may only assign this letter agreement to a successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided, that such successor expressly agrees to assume and perform this letter agreement in the same manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place, and “Company” shall include any such successor that assumes and agrees to perform this letter agreement, by operation of law or otherwise.

c.No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

10.Section 409A.  It is intended that this letter agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”), and notwithstanding anything to the contrary herein, it shall be administered, interpreted, and construed in a manner consistent with Section 409A.  To the extent that any reimbursement, fringe benefit, or other, similar plan or arrangement in which you participate provides for a “deferral of compensation” within the meaning of Section 409A, (a) the amount of expenses eligible for reimbursement provided to you during any calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to you in any other calendar year, (b) the reimbursements for expenses for which you are entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses.  If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this letter agreement on account of termination of your employment shall be made unless and until you incur a “separation from service” within the meaning of Section 409A.  In the case of any amounts payable to you under this letter agreement that may be treated as payable in the form of “a series of installment payments”, as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), your right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation.  If any paragraph of this letter agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the Company.

11.The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law principles thereof.

I look forward to your joining the Company to create a successful company, and I am confident that your employment with the Company will prove mutually beneficial.  If you have any further questions or require additional information, please feel free to contact me.

If you do not accept this offer by signing below and returning the signed letter to me by July 11, 2014, this offer will be revoked.

[Signatures appear on following page]

			Sincerely,
			KARYOPHARM THERAPEUTICS INC.
			By:	/s/ Michael Kauffman
				Michael Kauffman
				Chief Executive Officer
I hereby agree to the foregoing terms of employment:
Agreed:		/s/ Justin Renz
		Justin Renz
Date:	July 7, 2014

Attachment:Non-Disclosure and Inventions Assignment Agreement

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), dated and effective, if at all, as of the Effective Date (as defined in the letter agreement between the Parties dated August 7, 2014), is entered into between Karyopharm Therapeutics Inc., having offices at 85 Wells Avenue, Newton, MA 02459 (the “Company”) and Paul Brannelly, having an address located in Boston, MA (the “Consultant”).  The Consultant and Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

WHEREAS, Company wishes to engage the Consultant to provide certain advisory and other consulting services to Company, and  the Consultant wishes to provide such services to Company, in each case subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants set forth in this Agreement, the Parties agree as follows:

1.Engagement and Performance of Services.  Company hereby engages the Consultant to perform the consulting services as described under the heading Services in Exhibit A (the “Services”) on or after the Effective Date.  The Consultant shall perform the Services at Company’s facilities, or at such other location as Company may designate, and at such times as mutually agreed upon by the Parties.  With the approval of Company, the Services may also be provided by telephone or video conference.  In performing the Services, the Consultant shall comply with all applicable laws and regulations, and shall perform Services in a manner that is consistent with relevant industry and professional standards.

2.Compensation.

(a)Payment.  In full consideration of the Services performed and rights granted by the Consultant under this Agreement, Company shall pay the Consultant the amounts specified in Exhibit A in accordance with the specified payment terms.  In addition, Company shall reimburse the Consultant for all reasonable and necessary expenses incurred or paid by the Consultant, at Company’s request and with Company’s prior approval, in connection with the Consultant’s performance of the Services, subject, however, to any applicable Company expense policy provided to the Consultant.  The Consultant shall not be entitled to any compensation or payment for the Services or with respect to Company’s use of the results of the Services or the grant of rights by the Consultant under this Agreement other than as specified in Exhibit A.

(b)Invoices.  The Consultant shall submit monthly statements showing the amount of time spent devoted to Services.  Each statement shall provide reasonable detail as to the place, date, nature and hours of the Services performed in such calendar quarter, and shall fully describe travel and other expenses for which reimbursement is permitted and is sought.  Each statement will be accompanied by an invoice for any amounts due.  Invoices shall be in a format approved by, or, at Company’s option, supplied by Company, and will be accompanied by

appropriate supporting documentation for expenses.  Invoices for amounts properly due will be paid by Company within thirty (30) days of receipt.

3.Relationship of Parties.  The Consultant shall perform the Services as an “independent contractor” and not as an employee or agent of Company.  The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Company or to bind Company in any manner.  The Consultant shall not be entitled to any benefits, coverage or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of Company.  Company will not withhold any amounts from the fees paid to Consultant under Section 2 as federal or state income tax withholding or as would otherwise be required to be withheld if Consultant were an employee of Company.  The Consultant will be fully responsible for all taxes, contributions and insurance coverage applicable to the Consultant.

4.Treatment of Confidential Information.

(a)Definition.  For purposes of this Agreement, the term “Confidential Information” means any and all information of a confidential, secret, or proprietary nature and any Materials, as defined in Section 5(a) below, provided by or on behalf of Company or any of its affiliates to the Consultant or generated by the Consultant in connection with the performance of the Services, regardless of whether such information or Materials are in written, oral, electronic or in any other form and regardless of whether such information or Materials are specifically designated as confidential.  The Confidential Information may include, without limitation: trade secrets; know-how; inventions; technical data; specifications; protocols; procedures; information related to chemical compounds or biologics, including, but not limited to, information on structure and activity; testing methods; business or financial information; forecasts; information related to strategies; information related to products, product candidates and research and development programs; the results of research and development activities, including but not limited to clinical trial results; product and marketing plans; customer and supplier information; cost and pricing data; information related to business development plans and activities; and all information, reports, evaluations and copies generated or derived by the Consultant from any of the foregoing.  The Confidential Information may also include information obtained from Company’s collaborators, customers, suppliers, vendors and other third parties who have entrusted their confidential information to Company.  The results of the Services and all Inventions, as defined in Section 5(b) below, will be considered the Confidential Information of Company.

(b)Obligations.  The Consultant shall maintain all of the Confidential Information in strict confidence.  The Consultant shall not disclose the Confidential Information to any other person or entity without the prior written consent of Company.  The Consultant shall not use the Confidential Information except for purposes of performing the Services and always for the benefit of Company.   Notwithstanding anything to the contrary in this Agreement, the Consultant shall

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be entitled to disclose the Confidential Information to the extent required by applicable law or court order provided that the Consultant furnishes Company with prompt written notice that the Confidential Information is required to be disclosed.  Such notice must be given sufficiently in advance of the required disclosure so as to provide Company with a reasonable opportunity to seek to prevent disclosure or to obtain a protective order for the Confidential Information.  The Parties shall consult with each other prior to the Consultant making any such required disclosure.

(c)Exclusions.  The obligations of non-disclosure and restrictions on use under this Agreement shall not apply to information which the Consultant can clearly demonstrate, by written records, falls within any of the following categories:

(i)information that was generally known to the public prior to disclosure or being generated under this Agreement or later becomes generally known to the public through no fault of the Consultant;

(ii)information that was already known to the Consultant prior to disclosure or being generated under this Agreement, as the case may be;

(iii)information obtained by the Consultant from a third party other than on behalf of Company and provided such third party is lawfully in possession of and has the right to disclose the same without limitation upon further disclosure; and

(iv)information that was independently developed by the Consultant without reference to the Confidential Information and other than as part of the Services.

(d)Property of Company.  All of the Confidential Information and all intellectual property rights in or arising from the Confidential Information, will at all times be and remain the property of Company.  The Consultant will not have the right to publish any of the results of the Services without the prior written consent of Company.

(e)Return or Destruction of Confidential Information.  If requested by Company, at any time, the Consultant shall, subject to Section 5(f) below, return to Company or destroy, as directed by Company, all of the Confidential Information and all related material provided to or generated by the Consultant by or on behalf of Company.  The related material refers to all memoranda, notes, reports and documents containing copies, extracts, or reproductions in any format whatsoever of the Confidential Information.  The Consultant shall confirm in writing that all of the Confidential Information and related materials have been, according to Company’s instructions, either returned to Company or destroyed.

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5.Proprietary Rights.

(a)Materials.  All biological, chemical or other materials owned or controlled by Company and/or any of its affiliates and furnished to the Consultant (together with all subparts, components, progeny, modifications, analogs and derivatives of such materials to be referred to in this Agreement as, the “Materials”) and all associated intellectual property rights are and will remain the exclusive property of Company.  The Consultant shall use the Materials only as necessary to perform the Services and shall not transfer the Materials to any third party without the prior written consent of Company.  In using the Materials, the Consultant shall comply with the standard operating procedures and other written instructions provided by Company.  Upon the completion of the Services or the expiration or termination of this Agreement, the Consultant shall provide to Company a written statement accounting for all quantities of the Materials furnished to the Consultant, and, as directed by Company, shall return to Company or dispose of all unused portions of the Materials.

(b)Ownership of Intellectual Property.  The Consultant will make full and prompt disclosure to Company of all discoveries, inventions, improvements, know-how, enhancements, processes, procedures, compositions, structures, sequences, methods, techniques, developments, software, and works of authorship (collectively referred to in this Agreement as “Inventions”) whether patentable or not, which the Consultant, alone or with others, develops in connection with performance of Services for Company under this Agreement or using Materials or Company Confidential Information.  The Consultant agrees to assign, and does hereby assign, transfer and convey, to the Company (or any person or entity designated by the Company) all of Consultant’s right, title and interest in and to all Inventions and all related intellectual property rights.  Information and materials comprising or contained in Inventions or regarding Inventions shall constitute Company’s Confidential Information.

(c)Cooperation.  The Consultant agrees to cooperate fully with Company, both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Inventions.  The Consultant shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Company may deem necessary or desirable in order to protect or exploit its rights and interests in any Inventions and to effect the assignment set forth in Section 5(b).  The Consultant further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Consultant on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Consultant, and the Consultant hereby irrevocably designates and appoints each executive officer of the Company as the Consultant’s agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or

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desirable in order to protect or exploit its rights and interests in any Invention and to effect the assignment set forth in Section 5(b), under the conditions described in this paragraph; provided, however, that before the Company exercises its authority as attorney-in-fact in any particular case, it shall first have given the Consultant ten (10) days’ written notice, that the Company intends to exercise its rights as attorney-in-fact under this sentence, and such notice shall be accompanied by a description of the relevant Invention.

(d)Original Works of Authorship.  The Consultant acknowledges that all Inventions which are original works of authorship and which are protectable by copyright are works made for hire.  As to any Invention which is an original works of authorship as described in the preceding sentence made by the Consultant (solely or with others) that is protectable by copyright but which is not eligible to be works made for hire, the Consultant agrees to and does hereby assign to Company or its designee, in accordance with Section 5(b), all of the Consultant’s right, title and interest in such works, including but not limited to the Consultant’s copyright interest.

(e)Use of Third Party Facilities or Property.  Except as Company may otherwise consent in writing, the Consultant agrees not to make any use of any funds, space, personnel, facilities, equipment, employees or other resources of a third party, in performing the Services, nor to take any other action that would result in a third party owning or having a right in the results of the Services or the Inventions.  Without limiting the foregoing, the Consultant agrees that it will not utilize in the performance of any Services or incorporate into any deliverables or materials provided to Company:  (i) any confidential information of the Consultant or any third party; or (ii) any technology, materials, know-how or inventions, covered by proprietary rights of the Consultant or any third party, except as Consultant is freely permitted to do without further compensation by Company to the Consultant or any third party.  In the event the Consultant incorporates any proprietary know-how, materials, inventions or technology of the Consultant into any Inventions or deliverables or other results of Services, the Consultant hereby grants to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license (with a right to grant sublicenses) under Consultant’s intellectual property rights in such know-how, materials, inventions or technology solely to the extent necessary for Company to utilize the Inventions or deliverables or other results of Services for any purpose.

(f)Record Retention and Storage.  In no event shall the Consultant dispose of any records or files generated by the Consultant in the course of providing Services (the “Records”) without first giving Company sixty (60) days’ prior written notice of the Consultant’s intent to do so and an opportunity to have the Records transferred to Company.  Notwithstanding anything in this Section 5(f) to the contrary, the Consultant may retain copies of the Records to the extent necessary for compliance with applicable law or regulatory requirements, subject to the Consultant’s continuing obligations of confidentiality and restrictions on use

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under this Agreement, and Company’s right to access such retained Records, and have copies made upon reasonable notice to the Consultant.

(g)No License Grant by Company.  Nothing in this Agreement, nor the delivery of any Confidential Information or Materials to the Consultant in connection with the Consultant’s performance of Services under this Agreement shall be deemed to grant to the Consultant any right or license under any patents, patent applications, know-how, technology, inventions or other intellectual property of Company.  Notwithstanding anything in this Agreement to the contrary, the Company shall own all right, title and interest in all inventions, know-how, information and materials, and all related intellectual property rights, that arise from Company’s use of Inventions or from Company’s use of the other results of Services.

6.Representation, Warranties and Covenants.

(a)Other Engagements.  The Consultant agrees that, during the term of this Agreement and until August 7, 2015, the Consultant will not, without the prior written consent of the Company provide services to, collaborate with, or become a partner, officer, director, employee, consultant, agent, independent contractor or stockholder of, any company or business organization engaged in the research, development or commercialization of therapeutics targeting the nuclear pore complex machinery in oncology; provided, however, that the record or beneficial ownership by the Consultant of 1% or less of the outstanding publicly traded capital stock of any such company shall not be deemed to be in violation of this Section 6(a), provided that the Consultant has no other relationship with such company.

(b)Non-solicitation. The Consultant agrees during the term of this Agreement and until August 7, 2015, the Consultant will not in any capacity, either separately, jointly or in association with others, directly or indirectly, solicit any of the employees, customers, suppliers, consultants or advisors of the Company to terminate or otherwise modify their relationship with the Company.

(c)No Conflict.  The Consultant represents that, except as the Consultant has disclosed in writing to Company, the Consultant is not bound by the terms of any agreement with any employer or other party which are inconsistent with the provisions of this Agreement.  The Consultant further represents that the Consultant’s performance of the Services, and the grant of rights specified in this Agreement, do not and will not conflict with, or breach any, agreement with any prior or existing employer or other entity (including without limitation any nondisclosure or non-competition agreement), and that the Consultant will not disclose to Company or induce Company to use any confidential or proprietary information or material belonging to any employer or others unless Consultant has a license to use such information and materials and to allow Company to use such information and materials.

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(d)No Debarment.  The Consultant has not been, and is not under consideration to be, excluded, suspended, debarred or otherwise declared ineligible to participate in federal healthcare programs, federal procurement or non-procurement programs, or from any other activities or programs related to the Services contemplated by this Agreement, including debarment under the provisions of the Generic Drug Enforcement Act of 1992, as amended from time to time.

(e)No Use of Name.  Unless Company otherwise consents in writing, the Consultant shall not disclose to a third party the terms of this Agreement or the nature of the Services being provided to Company.  Neither Party may use the other Party’s name in any form of advertising or promotion, including press releases, without the prior written consent of the other Party, except Company may disclose that it has engaged the Services of the Consultant and may describe the nature of the Services.  The provisions of this Section 6(e) shall not restrict a Party’s ability to use the other Party’s name in filings with the Securities and Exchange Commission, the United States Food and Drug Administration, or other governmental agencies, when required by applicable law or regulation to do so.

(f)Not Employment Contract.  The Consultant acknowledges that the Consultant is not an employee of the Company, that this Agreement does not constitute a contract of employment, and does not imply that the Company will continue this Agreement in effect for any period of time beyond its terms.

7.Term; Termination.

(a)Term.  The term of this Agreement shall commence on the effective date of this Agreement as specified in the first paragraph and shall continue in effect through and including November 1, 2014, unless earlier terminated by either Party as set forth in Section 7(b) below or extended by mutual agreement (the “Completion Date”).

(b)Termination.  Either Party may terminate this Agreement upon fifteen (15) days’ prior written notice to the other Party if such other Party has breached this Agreement and fails to cure the breach during the notice period.  In the event of termination by either Party as permitted under this Agreement, Company shall direct the Consultant as to whether the Consultant shall stop performing the Services immediately or shall continue such performance for all or part of the applicable notice period.  In the event of any early termination of this Agreement under this Section, Company shall pay the Consultant at the agreed rate for the Services performed prior to the cessation of the Services by the Consultant.

(c)Survival.  The termination or expiration of this Agreement shall not affect the rights or obligations which have accrued prior to the effective date of such termination or expiration.  Sections 4, 5, 6(a),6(b), 6(e), 7, 8 and 12 of this Agreement shall survive any termination or expiration of this Agreement.

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8.Damages.  The Consultant acknowledges that the business of Company depends significantly upon the maintenance of trade secrets, technical innovations, and other confidential and proprietary information that is disclosed to and/or developed by Company.  Accordingly, the Consultant agrees that a breach of the provisions of this Agreement may be highly detrimental to the interests of Company and that adequate damages for breach might be impossible to ascertain.  The Consultant agrees that Company shall be entitled to seek injunctive relief (without the need to post a bond), in addition to any other remedies, to prevent any breach of this Agreement by the Consultant.

9.Notice.  All notices required or permitted under this Agreement will be in writing and will be given by addressing the same to the address for the recipient set forth on the signature page of this Agreement or at such other address as the recipient may specify in writing under this procedure.  Notices will be deemed to have been given (i) three (3) business days after deposit in the U.S. mail with proper postage for first class registered or certified mail prepaid, return receipt requested; or (ii) one (1) business day after being sent by a nationally recognized courier service for next day delivery. Notices to Company must be marked “Attention:  Chief Executive Officer”.

10.Assignment; No Subcontracting.  This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. The Consultant may not assign, subcontract or delegate any of the Consultant’s rights or obligations under this Agreement without the prior written consent of Company. Company may assign this Agreement to any of its affiliates or to any successor by law or by merger, acquisition or sale of assets, provided that any such assignee shall assume all obligations of Company under this Agreement.

11.Severability.  Each and every provision set forth in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable by virtue of the fact that, for any reason, any other provision may be invalid or unenforceable in whole or in part.  If any provision of this Agreement is invalid or unenforceable for any reason whatsoever, that provision will be appropriately limited and reformed to the maximum extent provided by applicable law.  If the scope of any restriction contained herein is too broad to permit enforcement to its full extent, then such restriction will be enforced to the maximum extent permitted by law so as to be judged reasonable and enforceable.  If, as a result of the unenforceability of a provision or any limitation on enforceability, the intent of the parties in entering into this Agreement is materially affected, the parties will negotiate in good faith to amend this Agreement to as close as possible implement the original intent of the parties.

12.Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts, without reference to the state’s conflict-of-laws principles.

13.Entire Agreement.  This Agreement constitutes the entire agreement between the Parties pertaining to its subject matter.

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14.Waivers.  No delay or omission by a Party in exercising any right under this Agreement will operate as a waiver of that or any other right.  A waiver or consent given by a Party will be effective only if contained in a written document signed by such Party.  A waiver or consent given by a Party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

15.Amendments.  No amendment of this Agreement shall be binding unless executed in writing by both Parties.

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IN WITNESS WHEREOF, Company and the Consultant have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

KARYOPHARM THERAPEUTICS INC.		CONSULTANT:
By:	/s/ Michael G. Kauffman	By:	/s/ Paul Brannelly
	Name: Michael G. Kauffman		Name: Paul Brannelly
	Title: CEO

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Exhibit A

I.DESCRIPTION OF SERVICES

Consultant shall provide assistance to Karyopharm, as from time to time requested by Karyopharm, in the following areas:

Any area reasonably request by an executive officer of the Company, including financial accounting systems, stock plan management, human resources, accounting, leased property management, budgeting, payroll, taxes, banking and other matters.

During the first month of the term of this Agreement, Consultant shall devote at least fifteen (15) hours per week to Services.

II.FEES AND PAYMENT SCHEDULE

Karyopharm shall pay Consultant for Services rendered at Karyopharm’s request at the rate of $350 per hour, provided that in no event shall the total amount payable to Consultant under this Agreement exceed $75,000, unless Karyopharm specifically authorizes a change in the cap in writing.

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EX-10.3

Exhibit 10.3

BY HAND DELIVERY

August 7, 2014

Mr. Paul Brannelly

c/o Karyopharm Therapeutics Inc.

85 Wells Avenue, Suite 210

Newton, MA 02459

Dear Paul:

The purpose of this letter agreement is to confirm the terms regarding your separation of employment from Karyopharm Therapeutics Inc. (the “Company”).  The Company will provide you with the severance benefits described in paragraph 2 below if you sign and return this letter agreement (the “Agreement”) to me on or before August 28, 2014 and it becomes binding between you and the Company and you sign and return the additional release of claims attached hereto as Exhibit B (the “Additional Release”) to me at the end of the Consulting Period (as defined herein).  By timely signing and returning this Agreement and the Additional Release and not revoking them, you will be entering into binding agreements with the Company and will be agreeing to the terms and conditions set forth therein.  Therefore, you are advised to consult with an attorney before signing this Agreement and you have been given at least twenty-one (21) days to do so.  If you sign this Agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it by notifying me in writing.  If you do not so revoke, this Agreement will become a binding agreement between you and the Company upon the expiration of the seven (7) day period (the “Effective Date”).

If you choose not to sign and return this Agreement and Exhibit B in a timely manner as set forth above, or if you timely revoke your acceptance in writing, you shall not receive any severance benefits from the Company.  You will, however, receive payment on your Separation Date for your final wages and any unused vacation time accrued through the Separation Date.  You may also, if eligible, elect to continue receiving group health insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq.  Please consult the COBRA materials to be provided by the Company under separate cover for details regarding these benefits.

Pursuant to the Company’s Amended and Restated 2010 Stock Incentive Plan and 2013 Stock Incentive Plan, you have up to three months after the Separation Date to exercise any vested stock rights you may have (as provided for by the plans) and, except as set forth herein, all unvested stock rights will be irrevocably cancelled on the Separation Date.  Notwithstanding the foregoing, if (i) you sign this Agreement and do not revoke it and (ii) you sign the Consulting Agreement (as defined herein), you will continue to vest in any stock rights you may have through the Completion Date (as defined herein) and you will have up to three months after the Completion Date to exercise any vested stock rights and all unvested stock rights will be irrevocably cancelled on the Completion Date.

The following numbered paragraphs set forth the terms and conditions that will apply if you timely sign and return this Agreement and do not revoke it in writing within the seven (7) day period.

1.Separation Date — Your effective date of separation from the Company as an employee is August 7, 2014 (the “Separation Date”).  As of the Separation Date, all salary payments from the Company will cease and any benefits you had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law.

2.Description of Severance Benefits — If you timely sign and return this Agreement and do not revoke your acceptance, the Company will engage you as a consultant pursuant to the terms of the Consulting Agreement attached hereto as Exhibit A (the “Consulting Agreement”), which Consulting Agreement shall be executed on the date you sign this Agreement, shall become effective on the Effective Date, and shall continue in full force and effect until the earlier of (i) November 1, 2014 or (ii) the termination of such Consulting Agreement in accordance with Section 7 thereof ((i) or (ii), as applicable, being the “Completion Date”).  Provided that (i) you timely sign and return this Agreement and do not revoke your acceptance, (ii) the Consulting Agreement becomes effective and (iii) with respect to subparagraphs (b), (c) and (e) of this paragraph 2, you sign and return the Additional Release on or after the Completion Date, you will be entitled to the following severance benefits (the “Severance Benefits”):

(a)Consulting Arrangement.  In accordance with the terms of the Consulting Agreement, you will provide consulting services under the direction of the Chief Executive Officer beginning on the Effective Date and continuing through the Completion Date (the “Consulting Period”), and the Company shall pay you the hourly rate set forth in the Consulting Agreement, and reimburse reasonable out-of-pocket expenses, in connection with such services.

(b)Severance Pay.  The Company will pay you severance pay in the form of continuation of your base salary, less all applicable state and federal taxes, for six months (the “Severance Pay Period”).  This severance pay will be paid in accordance with the Company’s normal payroll procedures, and will commence on the first payroll period following the expiration of the seven day revocation period, provided that you do not revoke this Agreement.

(c)Restricted Stock Vesting.  On July 25, 2013, the Company granted you a non-qualified stock option to purchase 63,636 shares (the “Option Shares”) of the Company’s Common Stock (the “Option”) as set forth in the Non-Qualified Stock Option Agreement between you and the Company dated July 25, 2013 (the “Option Agreement”).  You exercised the Option on July 31, 2013 and purchased all of the Option Shares, subject to the understanding between you and the Company that the Option Shares would remain subject to the vesting schedule set forth in the Option Agreement.  Subject to the terms of this Agreement and upon satisfactory completion of your obligations under the

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Consulting Agreement, the Company agrees not to assert any claim that the unvested Option Shares remain subject to vesting restrictions as of the Completion Date.

(d)Benefit Continuation.  Should you elect to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq., during the Severance Pay Period, the Company shall continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage.  The remaining balance of any premium costs, and all applicable premium costs after the end of the Severance Pay Period, shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation.  You should consult the COBRA materials to be provided by the Company for details regarding these benefits.

(e)Continued Vesting of Options.  On September 3, 2013, the Company granted you a non-qualified stock option to purchase 56,060 shares of the Company’s Common Stock (the “September Option”) as set forth in the Non-Qualified Stock Option Agreement between you and the Company dated September 3, 2013 (the “September Option Agreement”).  The Company hereby acknowledges, in accordance with Section 4(b) of the September Option Agreement that there is no termination of the Business Relationship (as defined in the September Option Agreement) while you are serving as a consultant pursuant to the terms of the Consulting Agreement, such that the September Option shall continue to vest until the Completion Date.

(f)Additional Cash Payment.  The Compensation Committee of the Company’s Board of Directors will, in its sole discretion, determine whether or not to make an additional cash payment to you (the “Additional Cash Payment”), in an amount not to exceed $71,250 based upon your satisfactory completion of the requirements of the Consulting Agreement.  If the Compensation Committee authorizes the Company to make the Additional Cash Payment, such payment shall be made on the earlier of (i) March 15, 2015 and (ii) five (5) business days following the date on which the Company’s executive officers receive annual bonus payments for the 2014 fiscal year.

3.You will not be eligible for, nor shall you have a right to receive, any payments or benefits from the Company following the Separation Date other than as described in this paragraph 2 and pursuant to the Consulting Agreement.

4.Representation on Action — You represent that you have not filed or reported any complaints, claims or actions against any of the Released Parties with any state, federal or local agency or court.

5.Release — In consideration of the Severance Benefits, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its affiliates, subsidiaries, parent

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companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that you ever had or now have against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 et seq. and M.G.L. c. 214, § 1C, the Massachusetts Age Discrimination Law, M.G.L. c. 149, § 24A et seq., the Massachusetts Small Necessities Leave Act, M.G.L. c. 149, § 52D, the Massachusetts Equal Pay Law, M.G.L. c. 149, § 105A et seq., the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, and the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement prevents you from filing a charge with, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not recover any monetary benefits in connection with any such claim, charge or proceeding and you further waive any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such claim, charge or proceeding).

6.Post-Separation Obligations — You acknowledge and reaffirm your obligation to keep confidential and not to disclose any and all non-public information concerning the Company that you acquired during the course of your employment with the Company, including, but not limited to, any non-public information concerning the Company’s business affairs, business prospects, and financial condition.  You further acknowledge and reaffirm your obligations under the Non-Disclosure and Inventions Assignment Agreement you previously executed for the benefit of the Company, which remains in full force and effect.  Notwithstanding the foregoing, you and the Company agree that your non-competition obligations to the Company shall be limited such that through August 7, 2015, you will not, without the prior written consent of the Company, provide services to, collaborate with, or

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become a partner, officer, director, employee, consultant, agent, independent contractor or stockholder of, any company or business organization engaged in the research, development or commercialization of therapeutics targeting the nuclear pore complex machinery in oncology; provided, however, that the record or beneficial ownership by you of 1% or less of the outstanding publicly traded capital stock of any such company shall not be deemed to be in violation of this non-competition agreement, provided that you have no other relationship with such company.

7.Non-Disparagement — You understand and agree that, in consideration of the Severance Benefits, you shall not make any false, disparaging or derogatory statements to any person or entity, including, without limitation, any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company, regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs or financial condition; provided, however, that nothing herein shall be construed as preventing you from making truthful disclosures to any governmental entity or in any litigation or arbitration.

8.Cooperation — To the extent permitted by law, you agree to cooperate fully with the Company in the defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against or on behalf of the Company, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator.  Your full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare its claims or defenses, to prepare for trial or discovery or an administrative hearing or a mediation or arbitration and to act as a witness when requested by the Company at reasonable times designated by the Company.  You agree that you will notify the Company promptly in the event that you are served with a subpoena or in the event that you are asked to provide a third party with information concerning any actual or potential complaint or claim against the Company.

9.Return of Company Property — You represent and confirm that you have returned to the Company all Company-owned property in your possession, custody or control, including, without limitation, all keys, files, documents and records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification and Company vehicles, and that you have left intact all electronic Company documents, including, without limitation, those that you developed or helped to develop during your employment.  You further confirm that you have cancelled all accounts for your benefit, if any, in the Company’s name, including, without limitation, credit cards, telephone charge cards, cellular phone and/or pager accounts, and computer accounts.

10.Business Expenses and Final Compensation — You acknowledge that you have been reimbursed by the Company for all business expenses incurred in conjunction with the performance of your employment and that no other reimbursements are owed to you.  You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company, including, without limitation, payment for all wages, bonuses, equity, commissions and accrued, unused vacation time, and that no other compensation is owed to you except as provided herein.

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11.Amendment and Waiver — This Agreement and the Additional Release shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto.  This Agreement and the Additional Release are binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.  No delay or omission by the Company in exercising any right under this Agreement and the Additional Release shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

12.Validity — Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

13.Confidentiality — To the extent permitted by law, you understand and agree that as a condition of the Severance Benefits herein described, the terms and contents of this Agreement, and the contents of the negotiations and discussions resulting in this Agreement or the Additional Release, shall be maintained as confidential by you and your agents and representatives and shall not be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the Company.

14.Tax Provision — In connection with the Severance Benefits to be provided to you pursuant to this Agreement and the Additional Release, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits under applicable law.  You acknowledge that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits.

15.Nature of Agreement — You understand and agree that this Agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.

16.Acknowledgments — You acknowledge that you have been given at least twenty-one (21) days to consider this Agreement, and that the Company advised you to consult with an attorney of your own choosing prior to signing this Agreement and the Additional Release.  You understand that you may revoke this Agreement and the Additional Release for a period of seven (7) days after you sign it by notifying me in writing, and the Agreement and the Additional Release shall not be effective or enforceable until the expiration of this seven (7) day revocation period.  You understand and agree that by entering into this Agreement and the Additional Release, you are waiving any and all rights or claims you might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefits Protection Act, and that you have received consideration beyond that to which you were previously entitled.

17.Voluntary Assent — You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Agreement and the Additional Release, and that you fully understand the meaning and intent of

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this Agreement and the Additional Release.  You state and represent that you have had an opportunity to fully discuss and review the terms of this Agreement and the Additional Release with an attorney.  You further state and represent that you have carefully read this Agreement and the Additional Release, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign your name of your own free act.

18.Applicable Law — This Agreement and the Additional Release shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.  You hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in the Commonwealth of Massachusetts (which courts, for purposes of this Agreement and the Additional Release, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Agreement and the Additional Release or the subject matter hereof.

19.Entire Agreement — This Agreement and the Additional Release contain and constitute the entire understanding and agreement between the parties hereto with respect to your Severance Benefits, the Consulting Agreement and the consulting relationship and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements, and commitments in connection therewith.  Nothing in this paragraph, however, shall modify, cancel or supersede your obligations set forth in paragraph 5 above.

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If you have any questions about the matters covered in this Agreement and the Additional Release, please call Chris Primiano, General Counsel of the Company at (617) 658-0600.

Very truly yours,
By:	/s/ Michael G. Kauffman
	Michael G. Kauffman
	Chief Executive Officer

I hereby agree to the terms and conditions set forth above.  I have been given at least twenty-one (21) days to consider this Agreement and I have chosen to timely execute it.  I intend that this Agreement will become a binding agreement.

/s/ Paul Brannelly	August 7, 2014
Paul Brannelly	Date

To be returned in a timely manner as set forth on the first page of this Agreement.

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Exhibit A

EXHIBIT B

ADDITIONAL RELEASE OF CLAIMS

Defined terms used herein but not otherwise defined herein shall have the meaning given to them in the letter agreement to which this Exhibit B is attached.

1.Release - In consideration of the benefits set forth in the Agreement to which this Additional Release of Claims (the “Additional Release”) is attached, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that you ever had or now have against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to your relationship during the Consulting Period as defined in the Agreement and cessation of that relationship including but not limited to all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract;  the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime) including but not limited to all claims under any applicable federal, state or local statute or ordinance.

2.Business Expenses and Compensation - You acknowledge that you have been reimbursed by the Company for all business expenses incurred in conjunction with the performance of your consulting and that no other reimbursements are owed to you.  You further acknowledge that you have received payment in full for all services rendered in conjunction with your consulting by the Company and that no other compensation is owed to you except as provided in the letter agreement.

3.Return of Company Property - You confirm that you have returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, smartphones, tablets, flash drives and storage devices, etc.), Company identification, Company vehicles and any other Company-owned property in your possession or control and have left intact all electronic Company documents, including but not limited to those that you developed or helped to develop during your service as a consultant.  You further confirm that you have cancelled all accounts for your benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or computer accounts.

4.Acknowledgments — You acknowledge that you have been given 21 days to consider this Additional Release, and that the Company advised you to consult with an attorney of your own choosing prior to signing this Additional Release.

5.Voluntary Assent - You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Additional

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Release, and that you fully understand the meaning and intent of this Additional Release.  You state and represent that you have had an opportunity to fully discuss and review the terms of this Additional Release with an attorney.  You further state and represent that you have carefully read this Additional Release, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign your name of your own free act.

I hereby provide this Additional Release as of the current date and acknowledge that the execution of this Additional Release is in further consideration of the Severance Benefits, including the Additional Cash Payment, to which I acknowledge I would not be entitled if I did not sign this Additional Release.

Paul Brannelly	Date
To be signed on or after the Completion Date.

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