EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st day of October, 2003,
is entered into by Palatin Technologies, Inc., a Delaware corporation with its
principal place of business at 4C Cedar Brook Drive, Cranbury, NJ, 08512 (the
"Company"), and Carl Spana, residing at 6 Stonewall Circle, West Harrison, New
York, 10604 (the "Employee").
The Company desires to continue employing the Employee, and the Employee desires
to continue to be employed by the Company. In consideration of the mutual
covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties agree as follows:
1.0 Term of Employment. The Company hereby agrees to continue employing the
Employee, and the Employee hereby accepts the continuation of employment
with the Company, upon the terms set forth in this Agreement, for a two
year period commencing on October 1, 2003 (the "Commencement Date") and
ending on the second anniversary of the Commencement Date, unless sooner
terminated in accordance with the provisions of Section 4.
2.0 Position Title & Capacity
2.1 The Employee shall serve as Chief Executive Officer and President, with
responsibilities consistent with this position and as the Company's Board
of Directors (the "Board") may determine from time to time, with powers and
duties as may be determined, from time to time, by the Board, consistent
with the Employee's position. The Employee shall report to the Company's
Board of Directors. The Employee shall be based at the Company's corporate
headquarters, which is based in Cranbury, New Jersey. The Employee shall
also be available for travel at such times and to such places as may be
reasonably necessary in connection with the performance of his duties
hereunder.
2.2 The Employee may serve as an employee director on the Company's Board of
Directors (the "Board") as determined and approved by the Board during the
employment period; however upon termination of employment for any reason,
the Employee will no longer serve as a member of the Company's Board of
Directors and will take any and all actions necessary to effectuate such
resignation as may be reasonably requested by the Company.
2.3 The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position and such other duties
and responsibilities as the Board shall from time to time reasonably assign
to him. The Employee agrees to devote substantially all of his business
time, attention and energies to the business and interests of the Company
during the Employment Period. The Employee agrees to abide by the rules,
regulations, instructions, personnel practices and policies of the Company
and any changes therein which may be adopted from time to time by the
Company. The Employee acknowledges receipt of copies of all such rules and
policies committed to writing as of the date of this Agreement.
2.4 The Employee specifically covenants, warrants and represents to the Company
that he has the full, complete and entire right and authority to enter into
this Agreement, that he has no agreement, duty, commitment or
responsibility of any kind or nature whatsoever with any corporation,
partnership, firm, company, joint venture or other entity or other person
which would conflict in any manner whatsoever with any of his duties,
obligations or responsibilities to the Company pursuant to this Agreement,
that he is not in possession of any document or other tangible property of
any corporation, partnership, firm, company, joint venture or other entity
or other person of a confidential or proprietary nature which
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would conflict in any manner whatsoever with any of his duties, obligations
or responsibilities to the Company pursuant to his Agreement, and that he
is fully ready, willing and able to perform each and all of his duties,
obligations and responsibilities to the Company pursuant to this Agreement.
3.0 Compensation and Benefits. During the Employment Period, unless sooner
terminated in accordance with the provisios of Section 4, the Employee
shall receive the following compensation and benefits:
3.1 Salary. The Company shall pay the Employee, in equal semi-monthly
installments or otherwise in accordance with the Company's standard payroll
policies as such policies may exist from time to time, an annual base
salary of $320,000. Such salary shall be subject to review thereafter, as
determined by the Company's Compensation Committee and approved by the
Board, on an annual basis, but the Board shall not decrease the Employee's
annual base salary at any such annual review.
3.2 Cash Performance Bonus. The Employee will be included in the Company's
annual discretionary bonus compensation program based on a June 30th year
end in an amount to be decided by the Company's Compensation Committee and
approved by the Board, payable no later than September 30th of each year
during the Employment Period. Such performance bonus compensation shall be
based upon yearly objectives mutually agreed upon by and between the
Employee and the Company.
3.3 Stock Options. As additional compensation for services rendered, the
Company has granted to the Employee, the right and option (the "Option") to
purchase shares of the Company's Common Stock (the "Option Shares"),
subject to the vesting schedule set forth in subparagraph c hereof and the
adjustments set forth in subparagraph g hereof. The Option is intended to
be, to the maximum extent possible, a qualified incentive stock option,
subject to the aggregate fair market value and other provisions of the
Internal Revenue Service Code, as described in the Company's 1996 Stock
Option Plan (the "Plan"). To the extent there are any inconsistencies
between this Agreement and the provisions of the Plan, the provisions of
the Plan shall govern.
(a) Purchase Price. Except as otherwise provided in subparagraph g hereof, the
purchase price (the "Option Price") of the Option Shares shall be as stated
on the option grant as approved by the Company's Board of Directors.
(b) Option Term. Except as otherwise provided in the Plan or in this Agreement,
the Option shall expire on the first to occur of: (i) 24 months following
the Employee's termination of employment, or (ii) 10 years from the
Commencement Date.
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(c) Exercise of Options.
(i) Except as otherwise provided in the Plan and under section 3.3b hereof, the
right of the Employee to exercise Stock Options is conditioned upon the
Employee: (A) being in the employ of the Company, whether pursuant to this
Agreement or otherwise, or (B) serving as a director of the Company.
(ii) Stock Options shall vest (except as otherwise provided in the Plan) per the
provisions as stated on the option grant as approved by the Company's Board
of Directors.
(iii) The Options may be exercised, to the extent vested, in whole or in part,
at any time or times prior to the expiration or other termination thereof.
(d) Method Of Exercising Options.
(i) The Option may be exercised by giving written notice, in form substantially
as set forth in the Company's Stock Option Exercise Form, to the Company at
its principal office, specifying the number of Option Shares to be
purchased and accompanied by payment in full of the aggregate purchase
price for such Option Shares. Only full shares shall be delivered and any
fractional share which might otherwise be deliverable upon exercise of the
Option shall be forfeited.
(ii) The purchase price for the Option Shares shall be payable, in cash or its
equivalent.
(iii) Upon receipt of such notice and payment, the Company, within three (3)
business days after Exercise, shall deliver or cause to be delivered a
certificate or certificates representing the Option Shares with respect to
which the Option is exercised. The certificate or certificates for such
Option Shares shall be registered in the name of the person exercising the
Option (or, if the Employee shall so request in the notice exercising the
Option, in the name of the Employee and his spouse, jointly, with right of
survivorship) and shall be delivered as provided above to or upon the
written order of the person exercising the Option.
(iv) In the event the Option is exercised by any person after the death or
Disability of the Employee, such notice shall be accompanied by appropriate
proof of the right of such person to exercise the Option. All Option Shares
purchased upon the exercise of the Option as provided herein shall be fully
paid and non-assessable by the Company.
(e) Non-transferability of Option. The Option may not be assigned or
transferred, in whole or in part, by the Employee, otherwise than by will
or by the laws of descent and distribution. During the lifetime of the
Employee, the Option shall be exercisable only by the Employee or, in the
event of his Disability, by his legal representative.
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(f) Withholding of Taxes. The obligation of the Company to deliver Option
Shares upon the exercise of any Option shall be subject to any applicable
federal, state and local tax withholding requirements.
(g) Adjustments. The number of Option Shares and the Option Price shall be
adjusted as set forth herein:
(i) In the event that a stock dividend shall be declared on the Common Stock
payable in shares of the Common Stock, the Option Shares shall be adjusted
by adding to each Option Share the number of shares which would be
distributed thereon if such Option Share had been outstanding on the date
fixed for determining the shareholders entitled to receive such stock
dividend.
(ii) In the event that the outstanding shares of the Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company whether through re-capitalization, stock
split, combination of shares, or otherwise, then there shall be substituted
for each Option Share the number and kind of shares of stock or the
securities into which each outstanding share of the Common Stock shall be
so changed or for which each such share shall be exchanged.
(iii) In the event that the outstanding shares of the Common Stock shall be
changed into or exchanged for shares of stock or other securities of
another corporation, whether through reorganization, sale of assets, merger
or consolidation in which the Company is the surviving corporation, then
there shall be substituted for each Option Share the number and kind of
shares of stock or the securities into which each outstanding share of the
Common Stock shall be so changed or for which each such share shall be
exchanged.
(h) Share Ownership. Neither the Employee nor the Employee's legal
representatives nor the executors or administrators of his estate shall be
or be deemed to be the holder of any share of Common Stock covered by an
Option unless and until a certificate for such share shall have been
issued.
3.4 Fringe-Benefits. The Employee shall be entitled to participate in all
benefit programs that the Company establishes and makes available to its
employees, if any, to the extent that the Employee's position, tenure,
salary, age, health and other qualifications make him eligible to
participate. The Employee shall also be entitled to holidays and annual
vacation leave in accordance with the Company's policy as it exists from
time to time.
3.5 Reimbursement of Expenses. The Company shall reimburse the Employee for all
reasonable travel, entertainment and other expenses incurred or paid by the
Employee in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, upon presentation by the
Employee of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request, provided however, that
the amount available for such travel, entertainment and other expenses may
be fixed in advance by the Board.
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3.6 Insurance. The Employee will be covered under the Company's Directors' and
Officers' liability insurance to the same extent the Company's directors
and other officers are covered.
4.0 Employment Termination. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of
the following:
4.1 Expiration of the Employment Period in accordance with Section 1;
4.2 At the election of the Company, for Cause (as defined in Section 6),
immediately upon written notice by the Company to the Employee, which
notice of termination shall have been approved by a majority of the Board;
4.3 Immediately upon the death or determination of Disability (as defined in
Section 6) of the Employee;
4.4 At the election of the Employee, for Good Reason (as defined in Section 6),
immediately upon written notice of not less than sixty (60) days prior to
termination by the Employee to the Company;
4.5 At the election of the Employee, within twelve (12) months following a
Change in Control (as defined in Section 6), immediately upon written
notice by the Employee to the Company;
4.6 At the election of either party, upon written notice of termination (the
"Notice of Termination").
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5.0 Effect of Termination
5.1 Compensation & Benefits
(a) As referenced in this section, compensation following the Employee's
termination shall be in the form of severance. Severance will be based on
the employee's base salary in effect as of the employee's last day of
employment, and will be paid in installments in accordance with the
Company's regular payroll schedule in effect at the time of termination.
(b) Severance is not considered compensation for purposes of employee and
employer matching contributions under the 401(k) plan;
(c) As referenced in this section, upon termination of the Employee's
employment with the Company, medical and dental benefits will be available
to the Employee, at his election, solely pursuant to the provisions of
COBRA with the Company paying the full cost of COBRA coverage for a period
up to 18 months if employment is terminated for any reason except an
Employee resignation without Good Reason (as defined in Section 6) and a
Company discharge for Cause. If the Employee is discharged for Cause or the
Employee resigns without Good Reason, the Employee will be required to
remit the COBRA cost (102% of total benefit cost) of coverage.
(d) Upon termination of the Employee's employment with the Company, apart from
the Employee's election under COBRA to continue medical and dental benefits
(as described in Section 5.1c), the Employee will cease to be eligible for
participation in the Company's health and welfare insurance and any other
fringe benefit programs that pursuant to their contracts or Company policy
require an active employee status.
(e) Upon termination of the Employee's employment with the Company, apart from
the Employee's election under COBRA to continue medical and dental benefits
(as described in Section 5.1c), the Employee will cease to be eligible for
participation in the Company's health and welfare insurance and any other
fringe benefit programs that pursuant to their contracts or Company policy
require an active employee status.
5.2 Termination By The Company or at Election of the Employee (other than for
Good Reason).
(a) If the Employee elects to terminate his employment (other than for Good
Reason) pursuant to Section 4.6, no severance and/or benefits shall be
paid, and the Employee shall be entitled only to receive payment of his
earned but unpaid salary, and accrued vacation, as of his last day of
actual employment by the Company (the "Date of Termination");
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(b) If the Company elects to terminate the Employee (other than for Cause)
pursuant to Section 4.6, the Company shall pay to the Employee his salary
in effect at that time for the greater of an twenty-four (24) month period
following the Date of Termination, or for the duration of the then current
Employment Period, plus medical and dental benefits (as described in
Section 5.1c);
(c) If the Company terminates the Employee for Cause pursuant to Section 4.2,
no severance and/or benefits shall be paid, and the Employee shall be
entitled only to receive payment of his earned but unpaid salary, and
accrued vacation, as of the Date of Termination. Employee may elect COBRA
medical and dental benefits, in which case the Employee will be required to
remit the COBRA cost (102% of total benefit cost) of coverage.
5.3 Termination By Employee Election For Good Reason. If the Employee
terminates employment at his election for Good Reason pursuant to Section
4.4, the Company shall pay to the Employee his salary in effect at that
time for the greater of a a twenty-four (24) month period following the
Date of Termination, or for the duration of the then current Employment
Period, plus medical and dental benefits (as described in Section 5.1c).
5.4 Termination Following a Change In Control. If the Employee or Company
terminates the employment relationship following a Change In Control
pursuant to Section 4.5:
(a) The Company shall pay to the Employee his annual salary in effect at that
time in a lump sum amount, calculated at two (2.0) times such annual
salary, within five (5) business days following the Date of Termination
plus medical/dental care benefits (as described in Section 5.1c);
(b) All options to purchase shares of capital stock of the Company previously
granted to the Employee pursuant to any stock option plan with the Company
which have not vested at such time shall immediately vest and become fully
exercisable in accordance with their terms, and shall remain exercisable
for a period of 24 months following the Date of Termination;
(c) For a six (6) month period after the Date of Termination, the Company shall
reimburse the Employee for reasonable fees and expenses incurred by him for
the purpose of locating employment in an amount, not to exceed $25,000,
mutually agreed upon by and between the Employee and the Company, including
the fees and expenses of consultants and other persons retained by him for
such purpose, promptly, within ten days, receipt by the Company of
satisfactory evidence of payment of such fees and expenses.
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5.5 Termination by Reason of the Employee's Death or Disability. If, prior to
the expiration of the Employment Period, the Employee's employment is
terminated by the Employee's death or Disability pursuant to Section 4.3,
(a) The Company shall pay to the Employee, or in the case of the Employee's
death, to the estate of the Employee, the severance and medical and dental
benefits (as described in Section 5.1c).
(b) All options to purchase shares of capital stock of the Company previously
granted to the Employee pursuant to any stock option plan with the Company
which have not vested at such time shall immediately vest and become fully
exercisable in accordance with their terms, and shall remain exercisable
for a period of 24 months following the Date of Termination.
5.6 Withholding and Deductions. (a) All payments hereunder shall be subject to
withholding and to such other deductions as shall at the time of such payment be
required pursuant to any income tax or other law, whether of the United States
or any other jurisdiction, and, in the case of payments to the executors or
administrators to the Employee's estate, the delivery to the Company of all
necessary tax waivers and other documents. (b) In the event the Employee is
required pursuant to Section 4999 of the Internal Revenue Code to pay (through
withholding or otherwise) an excise tax on "excess parachute payments" (as
defined in Section 280G(b) of the Code) made by the Company pursuant to Section
5.4 of this Agreement, the Company shall pay the Employee such additional
amounts as are necessary to place the Employee in the same after tax financial
position that he would have been in if he had not incurred any tax liability
under Section 4999 of the Code. (c) In the event the Employee is required to pay
any federal, state or local income taxes as a result of the Company's payment of
the Employee's COBRA premiums under this Section 5, the Company shall pay the
Employee such additional amounts as are necessary to place the Employee in the
same after-tax financial position that he would have been in if he had not
incurred any such tax liability.
5.7 Release of Claims. The Employee's entitlement to severance, payment of COBRA
premiums, and accelerated vesting of options under any subparagraph of this
Section 5, is contingent upon the Employee's execution of a general release of
claims in a form prepared by the Company and presented to the Employee upon
termination of his employment hereunder, as well as the Employee's compliance
with the provisions of Section 7 hereof.
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5.8 No Requirement to Mitigate. The Employee shall not be required to mitigate
the amount of any payment provided for in this Section 5 by seeking other
employment or otherwise.
6.0 Definitions. For purposes of this Agreement the following definitions
apply:
6.1 "Cause" shall mean the occurrence of any of the following circumstances:
(a) (i) the Employee's material breach of, or habitual neglect or failure to
perform the material duties which he is required to perform under, the
terms of this Agreement; (ii) the Employee's material failure to follow the
reasonable directives or policies established by or at the direction of the
Board; or (iii) the Employee's engaging in conduct that is materially
detrimental to the interests of the Company such that the Company sustains
a material loss or injury as a result thereof, provided that the breach or
failure of performance by the Employee under subparagraphs (i) through
(iii) hereof is not cured, to the extent cure is possible, within ten (10)
days of the delivery to the Employee of written notice thereof; (b) the
willful breach by the Employee of Section 7 of this Agreement or any
provision of any confidentiality, invention and non-disclosure,
non-competition or similar agreement between the Employee and the Company;
or (c) the conviction of the Employee of, or the entry of a pleading of
guilty or nolo contendere by the Employee to, any crime involving moral
turpitude or any felony.
6.2 "Disability" shall mean the inability of the Employee, by reason of
illness, accident or other physical or mental disability, for a period of
120 days, whether or not consecutive, during any 360-day period, to perform
the services contemplated under this Agreement. A determination of
disability shall be made by a physician satisfactory to both the Employee
and the Company; provided, however, that if the Employee and the Company do
not agree on a physician, the Employee and the Company shall each select a
physician and these two together shall select a third physician, whose
determination as to disability shall be binding on all parties.
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6.3 "Good Reason" shall mean the occurrence of any of the following
circumstances, and the Company's failure to cure such circumstances within
thirty (30) days of the delivery to the Company of written notice by the
Employee of such circumstances: (a) any significant diminution in the
Employee's duties and responsibilities as described in Section 2.1 hereof,
or assignment of duties and responsibilities inconsistent with the
Employee's position;
(b) any reduction in the Employee's salary as in effect on the Commencement
Date or as the same may be increased from time to time;
(c) the failure of the Company to continue in effect any material compensation
or benefit plan in which the Employee participates as in effect on the
Commencement Date, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan, or
the failure by the Company to continue the Employee's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level
of the Employee's participation relative to other participants, as in
effect on the Commencement Date;
(d) the failure by the Company to continue to provide the Employee with
benefits substantially similar to those enjoyed by the Employee under any
of the Company's health and welfare insurance, retirement and other
fringe-benefit plans insurance, which the Employee was participating as in
effect on the Commencement Date, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits,
or the failure by the Company to provide the Employee with the number of
paid vacation days to which he is entitled in accordance with the Company's
normal vacation policy in effect on the Commencement Date or in accordance
with any agreement between the Employee and the Company existing at that
time; or
(e) the relocation of the Employee to a location which is greater than fifteen
(15) miles from Cranbury, New Jersey.
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6.4 "Change in Control" shall mean the occurrence of any of the following
events:
(a) any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any corporation owned directly
or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's then outstanding
securities;
(b) individuals who, as of the Commencement Date, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a director subsequent to
the Commencement Date whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election
or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of
this Agreement, considered as though such person were a member of the
Incumbent Board;
(c) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (ii) a merger or consolidation
effected to implement a re-capitalization of the Company (or similar
transaction) in which no "person" (as defined in Section 6.4(a)) acquires
more than 50% of the combined voting power of the Company's then
outstanding securities; or
(d) a sale of all or substantially all of the assets of the Company.
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7.0 Restrictive Covenants
(a) For the purposes of this Agreement:
(i) "Competing Products" means any products or processes of any person or
organization other than the Company in existence or under development,
which are substantially the same, may be substituted for, or applied to
substantially the same end use as the products or processes that the
Company is developing or has developed or commercialized during the time of
the Employee's employment with the Company.
(ii) "Competing Organization" means any person or organization engaged in, or
with definitive plans to become engaged in, research or development,
production, distribution, marketing or selling of a Competing Product.
(b) The Employee acknowledges that he has, on or prior to the date of the
Agreement, executed and delivered to the Company an Employee Agreement on
Confidentiality, Intellectual Property, Debarment Certification and
Conflict of Interest (the "Confidentiality Agreement") and the Employee
hereby affirms and ratifies his obligations thereunder; and the Employee
agrees that after termination by the Company for Cause pursuant to Section
4.2 (except in the case where such termination occurs within 12 months
following a Change in Control), by the Employee pursuant to Section 4.6, or
by either party upon expiration of the Employment Period, he will not
render services of any nature, directly or indirectly, to any Competing
Organization in connection with any Competing Product within any
geographical territory as the Company and such Competing Organization are
or would be in actual competition, for a period of six (6) months,
commencing on the Date of Termination.
(c) The Employee agrees that he will not, during the Employment Period and for
a period of nine (9) months commencing on the Date of Termination, directly
or indirectly employ, solicit for employment, or advise or recommend to any
other person that they employ or solicit for employment, any person whom he
knows to be an employee of the Company or any parent, subsidiary or
affiliate of the Company.
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(d) In the event a court of competent jurisdiction should find any provision in
this Section 7 to be unfair or unreasonable, such finding shall not render
such provision unenforceable, but, rather, this provision shall be modified
as to subject matter, time and geographic area so as to render the entire
section valid and enforceable.
8.0 Notices. All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon either: (a) personal delivery;
or (b) three (3) days following deposit in the United States Post Office
for delivery by registered or certified mail, postage prepaid, or one (1)
day following deposit with a reputable overnight courier service, addressed
to the other party at the address shown above, or at such other address or
addresses as either party shall designate to the other in accordance with
this Section 8.
9.0 Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.
10.0 Entire Agreement. This Agreement, together with the "Confidentiality
Agreement", constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or
oral, relating to the subject matter of this Agreement.
11.0 Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.
12.0 Governing Law. This Agreement shall be construed, interpreted and enforced
in accordance with the laws of New Jersey, without regard to its principles
of conflict of laws.
13.0 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business; provided, however,
that the obligations of the Employee are unique and personal and shall not
be assigned by him.
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14.0 Waiver of Breach.
14.1 Waiver by the Company. No delay or omission by the Company in exercising
any right under this Agreement 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 or waiver of any right on any other occasion. No waiver by the Company
shall be valid unless in writing signed by an authorized officer of the
Company and approved by a majority of the Board.
14.2 Waiver by the Employee. No delay or omission by the Employee in exercising
any right under this Agreement shall operate as a waiver of that or any
other right. A waiver or consent given by the Employee on any one occasion
shall be effective only in that instance and shall not be construed as a
bar or waiver of any right on any other occasion. No waiver by the Employee
shall be valid unless in a writing signed by the Employee.
15.0 Miscellaneous.
15.1 The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.
15.2 In case any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
16.0 Survival. The provisions of Sections 3.3, 5, 6, 7 and 8 shall survive the
termination of this Agreement.
17.0 Attorney's Fees. The Company shall reimburse the Employee for all legal
fees and expenses associated with the negotiation and drafting of this
Agreement, upon reasonable documentation thereof, up to a maximum of
$5,000.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an
instrument under seal as of the day and year set forth above.
PALATIN TECHNOLOGIES, INC. EMPLOYEE
By:_____________________________ ________________________________
Name: John Prendergast Carl Spana
Title: Chairman of the Board Chief Executive Officer/President
Date:____________________________ Date: ____________________________
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