exhibit 10. 4 may 2, 2007 rudolf a. baumgartner, m. d. dear dr. baumgartner : i am pleased to offer you the position of chief medical officer at inotek pharmaceuticals corporation ( “ inotek ” or the “ company ” ), commencing june 4, 2007 ( the “ effective date ” ). this offer letter will outline the terms of your employment. as chief medical officer you will report directly to the president and ceo. you will devote your full business efforts and time to the company. your duties include but are not limited to : • lead company ’ s clinical department and entirety of clinical programs. • develop clinical development strategies for lead molecules. • build company ’ s clinical development team in line with the company ’ s needs and objectives. • represent and manage the company ’ s clinical programs to the fda, investors, corporate partners, the board of directors ( the “ board ” ), and other appropriate parties. • provide ongoing clinical perspective to research strategy, as well as preclinical, operating, and business decisions facing the company. • maintain understanding of competitors and clinical developments in relevant therapeutic areas by attending scientific meetings and tracking literature. • ensure that qualified scientific personnel are attracted and retained to the clinical department. • bring organizational savvy to bear within the clinical team. help manage the uncertainty intrinsic to a growing company with the inherent risks, frustrations and rewards, while maintaining an entrepreneurial environment. • assure patient safety. • collaborate with relevant company leadership in regulatory, quality compliance, quality assurance, formulation, process scale - up development, and gmp manufacturing and marketing. • working with the ceo, formulate and communicate a compelling vision and tactical plan for the company that will serve to guide the company through development and into the commercialization of therapeutic products. • other tasks as assigned consistent with your position as chief medical officer. while employed by the company in this capacity, you shall receive as initial compensation for your services a monthly base salary of $ 24, 166. 67 ( $ 290, 000 on an annualized basis ), which will be paid in accordance with the company ’ s normal payroll procedures and subject to the usual required withholding. in addition, the company shall grant to you an option to purchase 881, 000 shares of the company ’ s common stock under the existing stock option program ( the “ option ” ). except as otherwise expressly provided herein, twenty - five percent ( 25