Exhibit 10.35
[EXEGENICS LOGO]
April 10, 2003
Dorit Arad, D.Sc.
16901 Park Hill Drive
Dallas, Texas 75225
Dear Dr. Arad:
In accordance with Section 6(d) and 7(a) of that certain Employment
Agreement, dated as of July 1, 2002 (the "Employment Agreement"), by and between
you and eXegenics, Inc. (the "Company"), please be advised that your employment
with the Company is to be terminated as of April 15, 2003 (the "Termination
Date"). (Capitalized terms used in this letter and not otherwise defined herein
shall have the meanings ascribed to such terms in the Employment Agreement.)
While your employment with the Company has been terminated, we wish to
remind you of your obligations to cooperate with the Company in all matters
relating to the winding-up of your work with the Company under Section 7(d) of
the Employment Agreement. In connection with such required cooperation, please:
a. take all actions and do all things reasonably necessary (including the
completion of the plan of action annexed to this letter as Exhibit A) to
ensure that all hardware, software, chemicals (novel, hazardous, and
non-hazardous), data and information, including, without limitation,
laboratory notebooks, relating to any and all research, experiments or
other projects with which you have been involved on the Company's behalf
(each, a "Project," and collectively, the "Projects") are properly
updated, organized and stored in a manner which will facilitate the
ongoing nature of any Project or the transfer of any Project (or
information relating thereto) to a third party;
b. prepare a summary of the status of any completed, on-going or future
planned Project, such summary to include: (A) the purpose of the
Project, (B) the date started (or anticipated date started), (C) the
date of completion (or anticipated date of completion), (D) a list of
the personnel involved (or to be involved) with such Project and their
respective roles, (E) a description of each stage of the Project,
including, if applicable, identification of which stages have been
completed and which are on-going, and (F) a description of the
importance of each such stage to a potential sale or other transfer of
the Project to a third party;
[EXEGENICS LOGO]
Dorit Arad, D.Sc.
April 8, 2003
Page 2
c. prepare a summary of all biological and other experimental materials
involved in any completed, ongoing or future planned Project, including
(A) the nature of material (e.g., cell line, antibodies, bacterial
strain, etc.), (B) personnel currently responsible for maintaining such
material, (C) actions required to preserve the material, and (D) such
other information as you deem relevant to the preservation of the
material;
d. prepare a summary of all patents and patent applications which relate to
any Project or in which you have any right, title and interest and, if
requested by the Company, shall assign by executing proper instruments
of assignment any such right, title and interest to the Company;
e. following completion of the above, return to the Company all documents
(and any copies thereof and property of the Company in your possession,
including, without limitation, all keys, badges, credit cards, phone
cards, cellular phones, computers, etc.; and
f. respond to all inquiries relating to your employment with the Company or
any other issues that you were involved with or had knowledge of during
the course of such employment that may be posed from time to time by the
Company.
Please be advised that your failure to comply with the foregoing shall
constitute a breach of the Employment Agreement and shall relieve the Company of
any further obligations thereunder (including, without limitation, the
obligation to make payments under Section 7(c) of the Employment Agreement or
under any provision of this letter) and, in addition to any other legal or
equitable remedy available to the Company, shall entitle the Company to recover
any consideration already paid to you pursuant to such terms.
Any compensation payable to you from the date hereof through the
Termination Date shall be as specified in the Employment Agreement. As of the
Termination Date you will cease to accrue vacation days and any accrued vacation
owed to you as of the Termination Date will be paid out to you in your final
paycheck that will be issued on April 14, 2004.
Pursuant to Section 7(c) of the Employment Agreement, the Company will
continue to pay you your current salary, based on the rate of $190,000 per
annum, for the twelve months following the Termination Date (or through April
14, 2004), payable in accordance with the Company's customary payroll practices.
[EXEGENICS LOGO]
Dorit Arad, D.Sc.
April 8, 2003
Page 3
As specified in the Employment Agreement, the effect of this termination on
your Initial Option and each Milestone Option, if any, shall be governed by the
applicable option agreements and the Company's Option Plan.
You shall remain insured under the Company's health insurance plan through
the Termination Date, and your health insurance benefits will terminate as of
the day immediately following the Termination Date. The Company will provide you
with a separate notice regarding your rights under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"), your eligibility to continue health
insurance coverage and the costs to you of same. If you elect to continue your
health insurance benefits pursuant to the terms of COBRA, the Company will
reimburse you for the COBRA premium payments paid by you with respect to
coverage for the first 90 days following the Termination Date, plus an amount
equal to your estimated federal income taxes on such reimbursement payments
based on a tax rate of 35.5%. Such payments shall be made to you promptly
following the Company's receipt of evidence of your election to continue health
insurance benefits pursuant to COBRA and your payment of premiums for such
90-day period. Your other benefits, which include a $600 per month car
allowance, shall terminate immediately.
We further wish to remind you of your obligations under the Non-Competition
Agreement, dated as of August 19, 2002, by and between you and the Company, as
your obligations under such agreements survive the termination of your
employment.
Please contact Ronald L. Goode, Ph.D., if you have any questions regarding
the foregoing.
Very truly yours,
EXEGENICS, INC.
/s/ Ronald L. Goode
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Ronald L. Goode, Ph.D.,
Chairman of the Board of Directors
of eXegenics, Inc.
Enclosures