Exhibit 10.5
EMPLOYMENT AGREEMENT
AGREEMENT (the "AGREEMENT"), dated as of February 28, 2003, by
and between MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation with
principal executive offices at 787 Seventh Avenue, 48th Floor, New York, NY
10019 (the "COMPANY"), and Nicholas J. Rossettos, residing at 449 West 56th
Street, Apt. 7D, New York, New York (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as Chief
Financial Officer and Chief Operating Officer of the Company, and the Executive
desires to serve the Company in those capacities, upon the terms and subject to
the conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. EMPLOYMENT. (a) SERVICES. The Executive will be employed by
the Company as its Chief Financial Officer and Chief Operating Officer. You will
report to the Board of Directors of the Company (the "Board") with primary
direction being given by the Company's Chief Executive Officer. You agree to
perform such services as are consistent with your position as Chief Financial
Officer and Chief Operating Officer (the "Services"). The Executive agree to
perform such Services faithfully, to devote all his working time, attention and
energies to the business of the Company, and while he remains employed, not to
engage in any other business activity that is in conflict with his duties and
obligations to the Company. The Executive also agrees that during the term of
this Agreement, the Board, at his sole discretion, may appoint another
individual to the role of Chief Operations Officer, at which time the Executive
will continue being employed by the Company solely as its Chief Financial
Officer, without change in compensation or term of the Agreement.
(b) ACCEPTANCE. Executive hereby accepts such employment and
agrees to render the Services.
2. TERM. (a) The Executive's employment under this Agreement
(the "Term") shall commence as of the Effective Date (as hereinafter defined)
and shall continue for a term of two (2) years, unless sooner terminated
pursuant to Section 9 of this Agreement. Notwithstanding anything to the
contrary contained herein, the provisions of this Agreement governing protection
of Confidential Information shall continue in effect as specified in Section 5
hereof and survive the expiration or termination hereof. The Term may be
extended for additional one (1) year periods upon mutual written consent of the
Executive and the Board.
(b) This Agreement shall be conditioned in its entirety upon
the successful completion of the merger transaction (the "Merger") contemplated
by and among the Company and Atlantic Technology Ventures, Inc. The Effective
Date for the purposes of Section 2. (a) shall be February 21, 2003, the date of
the Merger.
3. BEST EFFORTS; PLACE OF PERFORMANCE. The Executive shall
devote substantially all of his business time, attention and energies to the
business and affairs of the Company and shall use his best efforts to advance
the best interests of the Company and shall not during the Term be actively
engaged in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage, that will interfere with
the performance by the Executive of his duties hereunder or the Executive's
availability to perform such duties or that will adversely affect, or negatively
reflect upon, the Company. The duties to be performed by the Executive hereunder
shall be performed primarily at the office of the Company in New York, New York,
subject to reasonable travel requirements on behalf of the Company.
4. COMPENSATION. As full compensation for the performance by
the Executive of his duties under this Agreement, the Company shall pay the
Executive as follows:
(a) BASE SALARY. The Company shall pay Executive a salary (the
"Base Salary") equal to One Hundred Fifty Thousand Dollars ($150,000.00) per
year. Payment shall be made semi-monthly, on the middle and last day of each
calendar month.
(b) DISCRETIONARY BONUS. At the sole discretion of the Board
of Directors of the Company, the Executive shall be eligible to receive an
additional annual bonus (the "DISCRETIONARY BONUS") based upon his performance
on behalf of the Company during the prior year. The Discretionary Bonus shall be
payable either as a lump-sum payment or in installments as determined by the
Board of Directors of the Company in its sole discretion.
(c) WITHHOLDING. The Company shall withhold all applicable
federal, state and local taxes and social security and such other amounts as may
be required by law from all amounts payable to the Executive under this Section
4.
(d) STOCK OPTIONS. As additional compensation for the services
to be rendered by the Executive pursuant to this Agreement, the Company shall
grant the Executive stock options ("STOCK OPTIONS") to purchase a number of
shares to be determined approximating 1.25 percent of the shares of the
outstanding Common Stock of the Company immediately following the Merger. The
stock options shall vest equally on the first and second anniversary of this
Agreement, subject, in each case, to the provisions of Section 9 below. In
connection with such grant, the Executive shall enter into the Company's
standard stock option agreement which will incorporate the foregoing vesting
schedule and the Stock Option related provisions contained in Section 9 below.
The Board of Directors of the Company shall annually review the number of Stock
Options granted to the Executive to determine whether an increase in the number
thereof is warranted.
(e) EXPENSES. The Company shall reimburse the Executive for
all normal, usual and necessary expenses incurred by the Executive in
furtherance of the business and affairs of the Company, including reasonable
travel and entertainment, upon timely receipt by the Company of appropriate
vouchers or other proof of the Executive's expenditures and otherwise in
accordance with any expense reimbursement policy as may from time to time be
adopted by the Company.
(f) OTHER BENEFITS. The Executive shall be entitled to all
rights and benefits for which he shall be eligible under any benefit or other
plan (including, without limitation, dental, medical, medical reimbursement and
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hospital plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called "fringe" benefits) as the Company shall
make available to its senior executives from time to time
(g) VACATION. The Executive shall, during the Term, be
entitled to a vacation of four (4) weeks per annum, in addition to holidays
observed by the Company. The Executive shall not be entitled to carry any
vacation forward to the next year of employment and shall not receive any
compensation for unused vacation days.
5. CONFIDENTIAL INFORMATION AND INVENTIONS.
(a) The Executive recognizes and acknowledges that in the
course of his duties he is likely to receive confidential or proprietary
information owned by the Company, its affiliates or third parties with whom the
Company or any such affiliates has an obligation of confidentiality.
Accordingly, during and after the Term, the Executive agrees to keep
confidential and not disclose or make accessible to any other person or use for
any other purpose other than in connection with the fulfillment of his duties
under this Agreement, any Confidential and Proprietary Information (as defined
below) owned by, or received by or on behalf of, the Company or any of its
affiliates. "Confidential and Proprietary Information" shall include, but shall
not be limited to, confidential or proprietary scientific or technical
information, data, formulas and related concepts, business plans (both current
and under development), client lists, promotion and marketing programs, trade
secrets, or any other confidential or proprietary business information relating
to development programs, costs, revenues, marketing, investments, sales
activities, promotions, credit and financial data, manufacturing processes,
financing methods, plans or the business and affairs of the Company or of any
affiliate or client of the Company. The Executive expressly acknowledges the
trade secret status of the Confidential and Proprietary Information and that the
Confidential and Proprietary Information constitutes a protectable business
interest of the Company. The Executive agrees: (i) not to use any such
Confidential and Proprietary Information for himself or others; and (ii) not to
take any Company material or reproductions (including but not limited to
writings, correspondence, notes, drafts, records, invoices, technical and
business policies, computer programs or disks) thereof from the Company's
offices at any time during his employment by the Company, except as required in
the execution of the Executive's duties to the Company. The Executive agrees to
return immediately all Company material and reproductions (including but not
limited, to writings, correspondence, notes, drafts, records, invoices,
technical and business policies, computer programs or disks) thereof in his
possession to the Company upon request and in any event immediately upon
termination of employment.
(b) Except with prior written authorization by the Company,
the Executive agrees not to disclose or publish any of the Confidential and
Proprietary Information, or any confidential, scientific, technical or business
information of any other party to whom the Company or any of its affiliates owes
an obligation of confidence, at any time during or after his employment with the
Company.
(c) The Executive agrees that all inventions, discoveries,
improvements and patentable or copyrightable works ("INVENTIONS") initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum extent permitted
by applicable law and, to the extent permitted by law, shall be "works made for
hire" as that term is defined in the United States Copyright Act (17 U.S.C.A.,
Section 101). The Company shall be the sole owner of all patents, copyrights,
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trade secret rights, and other intellectual property or other rights in
connection therewith. The Executive hereby assigns to the Company all right,
title and interest he may have or acquire in all such Inventions; provided,
however, that the Board of Directors of the Company may in its sole discretion
agree to waive the Company's rights pursuant to this Section 5(c) with respect
to any Invention that is not directly or indirectly related to the Company's
business. The Executive further agrees to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce patents,
copyrights or other rights on such Inventions in any and all countries, and to
that end the Executive will execute all documents necessary:
(i) to apply for, obtain and vest in the name of the
Company alone (unless the Company otherwise directs) letters patent, copyrights
or other analogous protection in any country throughout the world and when so
obtained or vested to renew and restore the same; and
(ii) to defend any opposition proceedings in respect of
such applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous protection.
(d) The Executive acknowledges that while performing the
services under this Agreement the Executive may locate, identify and/or evaluate
patented or patentable inventions having commercial potential in the fields of
pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields
which may be of potential interest to the Company or one of its affiliates (the
"THIRD PARTY INVENTIONS"). The Executive understands, acknowledges and agrees
that all rights to, interests in or opportunities regarding, all Third-Party
Inventions identified by the Company, any of its affiliates or either of the
foregoing persons' officers, directors, employees (including the Executive),
agents or consultants during the Employment Term shall be and remain the sole
and exclusive property of the Company or such affiliate and the Executive shall
have no rights whatsoever to such Third-Party Inventions and will not pursue for
himself or for others any transaction relating to the Third-Party Inventions
which is not on behalf of the Company.
(e) The provisions of this Section 5 shall survive any
termination of this Agreement.
6. NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT.
(a) The Executive understands and recognizes that his services
to the Company are special and unique and that in the course of performing such
services the Executive will have access to and knowledge of Confidential and
Proprietary Information (as defined in Section 6) and the Executive agrees that,
during the Term and for a period of eighteen (18) months thereafter, he shall
not in any manner, directly or indirectly, on behalf of himself or any person,
firm, partnership, joint venture, corporation or other business entity
("PERSON"), enter into or engage in any business which is engaged in any
business directly or indirectly competitive with the business of the Company,
either as an individual for his own account, or as a partner, joint venturer,
owner, executive, employee, independent contractor, principal, agent,
consultant, salesperson, officer, director or shareholder of a Person in a
business competitive with the Company within the geographic area of the
Company's business, which is deemed by the parties hereto to be worldwide. The
Company acknowledges the need for the Executive to be EMPLOYED IN HIS PROFESSION
AND WILL CONSIDER WHETHER THERE IS A SPECIFIC CONFLICT. The Executive
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acknowledges that, due to the unique nature of the Company's business, the loss
of any of its clients or business flow or the improper use of its Confidential
and Proprietary Information could create significant instability and cause
substantial damage to the Company and its affiliates and therefore the Company
has a strong legitimate business interest in protecting the continuity of its
business interests and the restriction herein agreed to by the Executive
narrowly and fairly serves such an important and critical business interest of
the Company. For purposes of this Agreement, the Company shall be deemed to be
actively engaged on the date hereof in the development of novel application drug
delivery systems for presently marketed prescription and over-the-counter drugs
and providing consulting services in connection therewith, and in the future in
any other business in which it actually devotes substantive resources to study,
develop or pursue. Notwithstanding the foregoing, nothing contained in this
Section 6(a) shall be deemed to prohibit the Executive from (i) acquiring or
holding, solely for investment, publicly traded securities of any corporation,
some or all of the activities of which are competitive with the business of the
Company so long as such securities do not, in the aggregate, constitute more
than three percent (3%) of any class or series of outstanding securities of such
corporation.
(b) During the Term and for a period of 18 months thereafter,
the Executive shall not, directly or indirectly, without the prior written
consent of the Company, which will not be unreasonably withheld:
(i) solicit or induce any employee of the Company or any
of its affiliates to leave the employ of the Company or any such affiliate; or
hire for any purpose any employee of the Company or any affiliate or any
employee who has left the employment of the Company or any affiliate within one
year of the termination of such employee's employment with the Company or any
such affiliate or at any time in violation of such employee's non-competition
agreement with the Company or any such affiliate; or
(ii) solicit or accept employment or be retained by any
Person who, at any time during the term of this Agreement, was an agent, client
or customer of the Company or any of its affiliates where his position will be
related to the business of the Company or any such affiliate; or (iii) solicit
or accept the business of any agent, client or customer of the Company or any of
its affiliates with respect to products, services or investments similar to
those provided or supplied by the Company or any of its affiliates. (c) The
Company and the Executive each agree that both during the Term and at all times
thereafter, neither party shall directly or indirectly disparage, whether or not
true, the name or reputation of the other party or any of its affiliates,
including but not limited to, any officer, director, employee or shareholder of
the Company or any of its affiliates.
(d) In the event that the Executive breaches any provisions of
Section 5 or this Section 6 or there is a threatened breach, then, in addition
to any other rights which the Company may have, the Company shall (i) be
entitled, without the posting of a bond or other security, to injunctive relief
to enforce the restrictions contained in such Sections and (ii) have the right
to require the Executive to account for and pay over to the Company all
compensation, profits, monies, accruals, increments and other benefits
(collectively "BENEFITS") derived or received by the Executive as a result of
any transaction constituting a breach of any of the
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provisions of Sections 5 or 6 and the Executive hereby agrees to account for and
pay over such Benefits to the Company.
(e) Each of the rights and remedies enumerated in Section 6(d)
shall be independent of the others and shall be in addition to and not in lieu
of any other rights and remedies available to the Company at law or in equity.
If any of the covenants contained in this Section 6, or any part of any of them,
is hereafter construed or adjudicated to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants or rights or
remedies which shall be given full effect without regard to the invalid
portions. If any of the covenants contained in this Section 6 is held to be
invalid or unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision shall then be enforceable. No such holding of
invalidity or unenforceability in one jurisdiction shall bar or in any way
affect the Company's right to the relief provided in this Section 6 or otherwise
in the courts of any other state or jurisdiction within the geographical scope
of such covenants as to breaches of such covenants in such other respective
states or jurisdictions, such covenants being, for this purpose, severable into
diverse and independent covenants.
(f) In the event that an actual proceeding is brought in
equity to enforce the provisions of Section 5 or this Section 6, the Executive
shall not urge as a defense that there is an adequate remedy at law nor shall
the Company be prevented from seeking any other remedies which may be available.
The Executive agrees that he shall not raise in any proceeding brought to
enforce the provisions of Section 5 or this Section 6 that the covenants
contained in such Sections limit his ability to earn a living.
(g) The provisions of this Section 6 shall survive any
termination of this Agreement.
7. REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE.
The Executive hereby represents and warrants to the best of
his knowledge and belief to the Company as follows:
(i) Neither the execution or delivery of this Agreement
nor the performance by the Executive of his duties and other obligations
hereunder violate or will violate any statute, law, determination or award, or
conflict with or constitute a default or breach of any covenant or obligation
under (whether immediately, upon the giving of notice or lapse of time or both)
any prior employment agreement, contract, or other instrument to which the
Executive is a party or by which he is bound.
(ii) The Executive has the full right, power and
legal capacity to enter and deliver this Agreement and to perform his duties and
other obligations hereunder. This Agreement constitutes the legal, valid and
binding obligation of the Executive enforceable against him in accordance with
its terms. No approvals or consents of any persons or entities are required for
the Executive to execute and deliver this Agreement or perform his duties and
other obligations hereunder.
8. Termination. The Executive's employment hereunder shall be
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terminated upon the Executive's death and may be terminated as follows:
(a) The Executive's employment hereunder may be terminated by
the Board of Directors of the Company for Cause. Any of the following actions by
the Executive shall constitute "CAUSE":
(i) The willful failure, disregard or refusal by the
Executive to perform his duties hereunder;
(ii) Any willful, intentional or grossly negligent act by
the Executive having the effect of injuring, in a material way (whether
financial or otherwise and as determined in good-faith by a majority of the
Board of Directors of the Company), the business or reputation of the Company or
any of its affiliates, including but not limited to, any officer, director,
executive or shareholder of the Company or any of its affiliates;
(iii) Willful misconduct by the Executive in respect of
the duties or obligations of the Executive under this Agreement, including,
without limitation, insubordination with respect to directions received by the
Executive from the Board of Directors of the Company;
(iv) The Executive's indictment of any felony or a
misdemeanor involving moral turpitude (including entry of a nolo contendere
plea);
(v) The determination by the Company, after a reasonable
and good-faith investigation by the Company following a written allegation by
another employee of the Company, that the Executive engaged in some form of
harassment prohibited by law (including, without limitation, age, sex or race
discrimination), unless the Executive's actions were specifically directed by
the Board of Directors of the Company;
(vi) Any misappropriation or embezzlement of the property
of the Company or its affiliates (whether or not a misdemeanor or felony);
(vii) Breach by the Executive of any of the provisions
of Sections 5, 6 or 7 of this Agreement; and
(viii) Breach by the Executive of any provision of
this Agreement other than those contained in Sections 5, 6 or 7 which is not
cured by the Executive within thirty (30) days after notice thereof is given to
the Executive by the Company.
(b) The Executive's employment hereunder may be terminated by
the Board of Directors of the Company due to the Executive's Disability. For
purposes of this Agreement, a termination for "DISABILITY" shall occur (i) when
the Board of Directors of the Company has provided a written termination notice
to the Executive supported by a written statement from a reputable independent
physician to the effect that the Executive shall have become so physically or
mentally incapacitated as to be unable to resume, within the ensuing twelve (12)
months, his employment hereunder by reason of physical or mental illness or
injury, or (ii) upon rendering of a written termination notice by the Board of
Directors of the Company after the Executive has been unable to substantially
perform his duties hereunder for 90 or more consecutive days, or more than 120
days in any consecutive twelve month period, by reason of any physical or mental
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illness or injury. For purposes of this Section 9(b), the Executive agrees to
make himself available and to cooperate in any reasonable examination by a
reputable independent physician retained by the Company.
(c) The Executive's employment hereunder may be terminated by
the Board of Directors of the Company (or its successor) upon the occurrence of
a Change of Control. For purposes of this Agreement, "CHANGE OF CONTROL" means
(i) the acquisition, directly or indirectly, following the date hereof by any
person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities if such person or his or its affiliate(s) do not own in
excess of 50% of such voting power on the date of this Agreement, or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its
business and/or assets in one transaction or series of related transactions
(other than a merger effected exclusively for the purpose of changing the
domicile of the Company).
(d) The Executive's employment hereunder may be terminated by
the Executive for Good Reason. For purposes of this Agreement, "GOOD REASON"
shall mean any of the following: (i) the assignment to the Executive of duties
inconsistent with the Executive's position, duties, responsibilities, titles or
offices as described herein; (ii) any material reduction by the Corporation of
the Executive's duties and responsibilities; or (iii) any reduction by the
Corporation of the Executive's compensation or benefits payable hereunder (it
being understood that a reduction of benefits applicable to all employees of the
Corporation, including the Executive, shall not be deemed a reduction of the
Executive's compensation package for purposes of this definition).
9. COMPENSATION UPON TERMINATION.
(a) If the Executive's employment is terminated as a result of
his death or Disability, the Company shall pay to the Executive or to the
Executive's estate, as applicable, (x) his Base Salary and any accrued but
unpaid Bonus and expense reimbursement amounts through the date of his Death or
Disability. All Stock Options that are scheduled to vest by the end of the
calendar year in which such termination occurs shall be accelerated and deemed
to have vested as of the termination date. All Stock Options that have not
vested (or been deemed pursuant to the immediately preceding sentence to have
vested) as of the date of termination shall be deemed to have expired as of such
date.
(b) If the Executive's employment is terminated by the Board
of Directors of the Company for Cause, then the Company shall pay to the
Executive his Base Salary through the date of his termination and the Executive
shall have no further entitlement to any other compensation or benefits from the
Company. All Stock Options that are scheduled to vest by the end of the calendar
year in which such Change of Control occurs shall be accelerated and deemed to
have vested as of the termination date. All Stock Options that have not vested
(or been deemed pursuant to the immediately preceding sentence to have vested)
as of the date of termination shall be deemed to have expired as of such date.
(c) If the Executive's employment is terminated by the Company
(or its successor) upon the occurrence of a Change of Control, the Company (or
its successor, as applicable) shall continue to pay to the Executive his Base
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Salary and benefits for a period of 6 months following such termination. All
Stock Options that have not vested as of the date of such termination shall be
accelerated and deemed to have vested as of such date.
(d) If the Executive's employment is terminated by the Company
other than as a result of the Executive's death or Disability and other than for
reasons specified in Sections 9(b) or (c), then the Company shall continue to
pay to the Executive his Base Salary and Benefits until the earlier to occur of
(1) the end of the Term and (2) the date that is one year following such
termination, and (ii) pay the Executive any expense reimbursement amounts owed
through the date of termination. The Company's obligation under clauses (i) and
(ii) in the preceding sentence shall be subject to offset by any amounts
otherwise received by the Executive from any employment during the one year
period following the termination of his employment. All Stock Options that are
scheduled to vest by the end of the calendar year in which such termination
occurs shall be accelerated and deemed to have vested as of the termination
date. All Stock Options that have not vested (or been deemed pursuant to the
immediately preceding sentence to have vested) as of the date of termination
shall be deemed to have expired as of such date.
(e) This Section 9 sets forth the only obligations of the
Company with respect to the termination of the Executive's employment with the
Company, and the Executive acknowledges that, upon the termination of his
employment, he shall not be entitled to any payments or benefits which are not
explicitly provided in Section 9.
(f) The provisions of this Section 9 shall survive any
termination of this Agreement.
10. Miscellaneous.
(a) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
giving effect to its principles of conflicts of laws.
(b) Any dispute arising out of, or relating to, this Agreement
or the breach thereof (other than Sections 5 or 6 hereof), or regarding the
interpretation thereof, shall be finally settled by arbitration conducted in New
York City in accordance with the rules of the American Arbitration Association
then in effect before a single arbitrator appointed in accordance with such
rules. Judgment upon any award rendered therein may be entered and enforcement
obtained thereon in any court having jurisdiction. The arbitrator shall have
authority to grant any form of appropriate relief, whether legal or equitable in
nature, including specific performance. For the purpose of any judicial
proceeding to enforce such award or incidental to such arbitration or to compel
arbitration and for purposes of Sections 5 and 6 hereof, the parties hereby
submit to the non-exclusive jurisdiction of the Supreme Court of the State of
New York, New York County, or the United States District Court for the Southern
District of New York, and agree that service of process in such arbitration or
court proceedings shall be satisfactorily made upon it if sent by registered
mail addressed to it at the address referred to in paragraph (g) below. The
costs of such arbitration shall be borne proportionate to the finding of fault
as determined by the arbitrator. Judgment on the arbitration award may be
entered by any court of competent jurisdiction.
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(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective heirs, legal
representatives, successors and assigns.
(d) This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets.
(e) This Agreement cannot be amended orally, or by any course
of conduct or dealing, but only by a written agreement signed by the parties
hereto.
(f) The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and such terms, conditions and provisions shall remain in full force
and effect. No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.
(g) All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and shall be
delivered personally or by an overnight courier service or sent by registered or
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses set forth on the first page of this Agreement, and shall be deemed
given when so delivered personally or by overnight courier, or, if mailed, five
days after the date of deposit in the United States mails. Either party may
designate another address, for receipt of notices hereunder by giving notice to
the other party in accordance with this paragraph (g).
(h) This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
(i) As used in this Agreement, "affiliate" of a specified
Person shall mean and include any Person controlling, controlled by or under
common control with the specified Person.
(j) The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(k) This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
MANHATTAN PHARMACEUTICALS, INC.
By: /s/ Leonard Firestone MD
------------------------
Name: Leonard Firestone MD
Title: Chief Executive Officer
Date:
EXECUTIVE
By: /s/ Nicholas J. Rossettos
-------------------------
Name: Nicholas J. Rossettos
Date
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