Exhibit
      10.1

    
 

    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT
      dated
      October 3, 2007 by and between NexMed, Inc., a Nevada corporation (the
      "Company") and Vivian H. Liu (the "Executive"). 

    


    WHEREAS,
      the Company desires to continue to employ Executive and to enter 

    into
      an
      agreement (the "Agreement") embodying the terms of such employment;


    


    WHEREAS,
      the Company considers it essential to its best interests and the best interests
      of its stockholders to foster the continued employment of Executive by the
      Company during the term of this Agreement; and 

    


    WHEREAS,
      Executive is willing to accept and continue her employment on the terms
      hereinafter set forth in this Agreement. 

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein and
      for
      other good and valuable consideration, the parties agree as follows:


    


    
      	
              1.

            	
              Term
                of Employment.
                Subject to earlier termination in accordance with the provisions
                of
                Section 6 of this Agreement, Executive shall be employed by the Company
                pursuant to the terms of this Agreement for a period commencing on
                June
                18, 2007 (the "Effective Date") and ending on June 18, 2010 (the
                "Initial
                Term of Employment"); provided,
                however,
                that,
                the term of employment under this Agreement (the "Employment Term")
                shall
                renew automatically for one-year terms on each successive June 19th,
                unless and until either party gives at least 60 days advance written
                notice to the other that the Employment Term should not be automatically
                extended. The Executive shall be employed “at will” and her employment can
                be terminated at any time by either the Company or the Executive,
                subject
                to the provisions of Section 6
                below.

            


    

     

    
      	
              2.

            	
              Position.

            


    

     

    
      	 	
              (a)

            	
              During
                the Employment Term, Executive shall be employed by the Company as
                President and Chief Executive Officer, and shall have such duties,
                authority, and responsibility as are commensurate with her position,
                subject to the direction of the Company's Board of Directors (the
                "Board").

            


    

     

    
      	 	
              (b)

            	
              During
                the Employment Term, Executive shall devote all of her business time
                and
                attention to the performance of her duties hereunder faithfully and
                to the
                best of her abilities and shall not undertake employment with, or
                participate in, the conduct of the business affairs of any other
                person,
                corporation, or entity; provided,
                that,
                nothing shall preclude Executive from (i) with the prior approval
                of the
                Board, serving as a director, trustee or member of another business
                organization or (ii) participating in the affairs of any recognized
                charitable organizations, or in any community affairs, of Executive's
                choice. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Executive's
                duties hereunder shall be performed for the Company worldwide, with
                principle place of business at the Company's headquarters in East
                Windsor,
                New Jersey. 

            


    

     

    
      	
              3.

            	
              Compensation.
                

            


    

     

    
      	 	
              (a)

            	
              Base
                Salary.
                During the Employment Term, the Company shall pay Executive a base
                salary,
                subject to increase at the discretion of the Board of Directors of
                the
                Company (the "Board"), at the annual rate of $300,000
                (the "Base Salary"), payable in regular installments in accordance
                with
                the Company's usual payroll
                practices.

            


    

     

    
      	 	
              (b)

            	
              Bonus.
                With respect to each calendar year during the Employment Term, Executive
                shall be eligible to earn an annual bonus award (the "Bonus") in
                an amount
                not to exceed 50% of Executive’s annual Base Salary. The amount of the
                Bonus shall be determined by the Board, or the Compensation Committee
                of
                the Board (the "Compensation Committee"), in its sole discretion,
                based
                upon the achievement by the Company of objective performance measures
                established and determined by the Board or the Compensation Committee
                in
                consultation with Executive no later than the end of the first month
                of
                such calendar year. The Bonus with respect to each calendar year
                in the
                Employment Term shall be paid as promptly as practicable following
                the
                delivery of the Company's audited financial statements for such year,
                but
                not later than March 15 of the calendar year following the calendar
                year
                in which the Bonus is earned. Unless otherwise stated herein, the
                Bonus
                shall not accrue until the date on which it is paid, and Executive
                must be
                employed on the date the Bonus is paid in order to receive the
                Bonus.

            


    

     

    
      	 	
              (c)

            	
              Stock
                Option Grants.
                

            


    

     

    
      	 	
              (i)

            	
              On
                December 15, 2005, the Compensation Committee approved a grant to
                Executive of an option to purchase an aggregate of 180,000 shares
                of the
                Company's Common Stock (the "Option") based on the closing price
                of the
                Company’s Common Stock on December 14, 2005, of ninety-two cents ($.92)
                per share. The Option vests in three equal installments (33.33% of
                the
                Stock Option Shares, which represents 60,000 Stock Option Shares)
                on
                December 31, 2006, December 31, 2007, and December 31, 2008, respectively,
                assuming continuous and uninterrupted employment until such dates.
                The
                Company will provide the Executive the ability to perform a cashless
                exercise of all Stock Options, in accordance with the vesting
                schedule.

            


    

     

    
      	 	
              (ii)

            	
              The
                Option is subject to The NexMed, Inc. Stock Option and Long-Term
                Incentive
                Compensation Plan (the "Option Plan") and the applicable stock option
                agreement. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              In
                addition to the foregoing, the Compensation Committee may recommend
                to the
                Board that additional stock options be granted to Executive in accordance
                with the terms and subject to the conditions of the Option
                Plan.

            


    

     

    
      	 	
              (iv)

            	
              All
                of Executive's outstanding but unvested stock options shall vest
                immediately upon the occurrence of a Change in Control (as defined
                in
                Appendix A hereto).

            


    

     

    
      	 	
              (d)

            	
              Stock
                Grants.
                

            


    

    


    
      	 	
              (i)

            	
              On
                January 24, 2007, the Compensation Committee approved a grant to
                Executive
                of an aggregate of 150,000 shares of the Company’s Restricted Common
                Stock. This Grant vests in three equal installments (33.33% of the
                Stock
                Grants, which represents 50,000 Stock Shares) on December 31, 2007,
                December 31, 2008, and December 31, 2009, respectively, assuming
                continuous and uninterrupted employment until such
                dates.

            


    

     

    
      	 	
              (ii)

            	
              On
                August 24, 2007 the Compensation Committee approved a grant to Executive
                of an aggregate of 850,000 shares of the Company’s Common Stock. This
                Grant vests in installments as follows: 100,000 Stock Shares upon
                execution of this Agreement; 250,000 Stock Shares on June 18, 2008;
                250,000 Stock Shares on June 18, 2009 and 250,000 Stock Shares on
                June 18,
                2010, assuming continuous and uninterrupted employment until such
                dates.

            


    

     

    
      	 	
              (iii)

            	
              All
                of Executive’s outstanding but unvested stock grants provided under this
                Section shall vest immediately upon the occurrence of a Change in
                Control
                (as defined in Appendix A of the
                Agreement).

            


    

     

    
      	
              4.

            	
              Employee
                Benefits.
                During the Employment Term, Executive shall be eligible for inclusion,
                to
                the extent permitted by law, as a full-time employee of the Company
                or any
                of its subsidiaries, in any and all of the following plans, programs,
                and
                policies in effect at the time: (i) pension, profit sharing, savings,
                and
                other retirement plans and programs, (ii) life and health (medical,
                dental, hospitalization, short-term and long-term disability) insurance
                plans and programs, (iii) stock option and stock purchase plans and
                programs, (iv) accidental death and dismemberment protection plans
                and
                programs, (v) travel accident insurance plans and programs, (vi)
                vacation
                policy (Executive shall have six weeks of vacation per calendar year),
                and
                (vii) other plans and programs sponsored by the Company or any subsidiary
                for employees or executives generally, including any and all plans
                and
                programs that supplement any or all of the foregoing types of plans
                or
                programs. 

            


    

     

    
      	
              5.

            	
              Business
                Expenses and Perquisites.
                The Company shall reimburse to Executive, or pay directly, all reasonable
                expenses incurred by Executive in connection with the business of
                the
                Company, and its subsidiaries and affiliates, including but not limited
                to
                business-class travel, reasonable accommodations, and entertainment,
                subject to documentation in accordance with the Company's policy.
                

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Termination.
                

            


    

     

    
      	 	
              (a)

            	
              By
                the Company for Cause.
                The Company may, for Cause, terminate Executive's employment hereunder
                at
                any time by written notice to Executive. For purposes of this Agreement,
                the term "Cause" shall mean Executive's (i) engaging in fraud against
                the
                Company or misappropriation of funds of the Company, (ii) disregard
                or
                failure to follow specific and reasonable directives of the Board,
                (iii)
                willful failure to perform her duties as President and Chief Executive
                Officer of the Company, (iv) willful misconduct resulting in material
                injury to the Company, (v) violation of the terms of the Confidential
                Information and Intellectual Property Agreement between Executive
                and
                NexMed (U.S.A.), Inc., a wholly-owned subsidiary of the Company,
                dated
                October 4, 2000 (the "Intellectual Property Agreement") attached
                hereto as
                Appendix "B", (vi) conviction of, or Executive's plea of guilty or
                no
                contest to, a felony or any crime involving as a material element
                fraud or
                dishonesty, or (vii) material breach (not covered by clauses (i)
                through
                (vi) of this paragraph) of any of the other provisions of this Agreement;
                provided,
                that,
                in the case of subclauses (ii), (iii) or (vii), Cause shall not exist
                if
                the act or omission deemed to constitute Cause is cured (if curable)
                by
                Executive within thirty (30) days after written notice thereof to
                Executive by the Company. For purposes of the foregoing, no act,
                or
                failure to act, on Executive's part shall be considered "willful"
                unless
                done, or omitted to be done, by Executive other than in good faith,
                and
                without reasonable belief that her action or omission was in furtherance
                of the interests of the Company. 

            


    

     

    In
      the
      event of the termination of Executive's employment under this Section 6(a)
      for
      Cause, the Employment Term shall end on the day of such termination and the
      Company shall pay to Executive, no later than the payroll cycle following
      Executive’s termination, in one lump sum: (i) any accrued but unpaid Base
      Salary, less applicable deductions, including salary in respect of any accrued
      and accumulated vacation due to Executive at the date of such termination;
      and
      (ii) any amounts owing, but not yet paid, pursuant to Section 5
      hereof.

    


    Except
      as
      specifically set forth in Section 9 hereof, the Company shall have no further
      obligations to Executive under this Agreement. 

    


    
      	 	
              (b)

            	
              Disability
                or Death.
                If Executive should suffer a Permanent Disability, the Company may
                terminate Executive's employment hereunder upon ten (10) or more
                days'
                prior written notice to Executive. If Executive should pass away
                during
                the term of this Agreement, Executive’s employment shall be deemed
                terminated on her date of death. For purposes of this Agreement,
                a
                "Permanent Disability" shall be deemed to have occurred only when
                Executive has qualified for benefits (including satisfaction of any
                applicable waiting period) under the Company's or a subsidiary's
                long-term
                disability insurance arrangement (the "LTD Policy"). In the event
                of the
                termination of Executive's employment hereunder by reason of Permanent
                Disability or death, the Employment Term shall end on the day of
                such
                termination and the Company shall pay, no later than the payroll
                cycle
                following Executive’s termination, to Executive or Executive's legal
                representative (in the event of Permanent Disability), or any beneficiary
                or beneficiaries designated by Executive to the Company in writing,
                or to
                Executive's estate if no such beneficiary has been so designated
                (in the
                event of Executive's death), a single lump sum payment of: (i) any
                accrued
                but unpaid Base Salary, less applicable deductions, including salary
                in
                respect of any accrued and accumulated vacation, due to Executive
                at the
                date of such termination; (ii) any amounts owing, but not yet paid,
                pursuant to Section 5 hereof. 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    In
      addition, upon a termination under this Section 6(b), and upon the satisfaction
      of the conditions set forth herein: (1) Executive shall receive a pro rata
      Bonus
      for the calendar year in which such termination occurs, equal to the Bonus
      she
      would have received, to the extent all criteria for such a Bonus have been
      met
      (with the exception of the requirement that Executive be employed on the date
      the Bonus is to be paid), for the calendar year of said termination multiplied
      by a fraction, the numerator of which is the number of days in such year
      preceding and including the date of termination, and the denominator of which
      is
      365. Said pro-rata Bonus shall be paid at the same time as the Bonus would
      have
      been paid had Executive remained employed by the Company through the date of
      payment, but in any event, not later than March 15 of the calendar year
      following the calendar year in which the Bonus is earned; (2) Executive shall
      receive any unpaid Bonus for the calendar year preceding her termination, to
      the
      extent that all criteria for such bonus have been met (with the exception of
      the
      requirement that Executive be employed on the date the Bonus is to be paid).
      Said Bonus shall be paid at the same time as the Bonus would have been paid
      had
      Executive remained employed by the Company through the date of payment; (3)
      all
      of Executive's outstanding but unvested stock options granted pursuant to
      Section 3(c) of this Agreement shall vest immediately; and (4) all of
      Executive’s outstanding but unvested restricted and common stock granted
      pursuant to Section 3(d) of this Agreement shall vest immediately. The payment
      of the Bonuses and the acceleration of Executive’s options and stock are
      conditioned upon Executive (or her legal representative) signing a release
      in
      favor of the Company, as provided for in Section 6(f).

    


    Except
      as
      specifically set forth in Section 9 hereof, the Company shall have no further
      obligations to Executive under this Agreement. 

    


    
      	 	
              (c)

            	
              By
                the Company without Cause.
                The Company may, without Cause, terminate Executive’s employment hereunder
                at any time upon ten (10) or more days’ written notice to Executive. The
                Company, in its sole discretion, may provide the Executive with ten
                (10)
                days’ pay in lieu of notice. In the event Executive’s employment is
                terminated pursuant to this Section 6(c), the Employment Term shall
                end on
                the day of such termination and the Company shall pay to Executive,
                no
                later than the payroll cycle following Executive’s termination, in one
                lump sum: (i) any accrued but unpaid Base Salary, less applicable
                deductions, including salary in respect of any accrued and accumulated
                vacation, due to Executive at the date of such termination, and (ii)
                any
                amounts owing, but not yet paid, pursuant to Section 5 hereof.
                

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    In
      addition, upon a termination under this Section 6(c) and upon the satisfaction
      of the conditions set forth herein: (1) Executive shall receive a pro rata
      Bonus
      for the calendar year in which such termination occurs, equal to the Bonus
      she
      would have received, to the extent all criteria for such a Bonus have been
      met
      (with the exception of the requirement that Executive be employed on date the
      Bonus is to be paid), for the calendar year of said termination multiplied
      by a
      fraction, the numerator of which is the number of days in such year preceding
      and including the date of termination, and the denominator of which is 365.
      Said
      pro-rata Bonus shall be paid at the same time as the Bonus would have been
      paid
      had Executive remained employed by the Company through the date of payment,
      but
      in any event, not later than March 15 of the calendar year following the
      calendar year in which the Bonus is earned; (2) Executive shall receive any
      unpaid Bonus for the calendar year preceding her termination, to the extent
      that
      all criteria for such bonus have been met (with the exception of the Executive
      being employed on the date the Bonus is to be paid). Said Bonus shall be paid
      at
      the same time as the Bonus would have been paid had Executive remained employed
      by the Company through the date of payment; (3) all of Executive’s outstanding
      but unvested stock options granted pursuant to Section 3(c) of this Agreement
      shall vest immediately; (4) all of Executive’s outstanding but unvested
      restricted and common stock granted pursuant to Section 3(d) of this Agreement
      shall vest immediately; and (5) Executive shall receive severance payments
      (the
“Severance”) for twelve (12) months, following the date of termination, in an
      amount equal to Executive's annual Base Salary at the time of such termination,
      and payable in regular installments in accordance with the Company’s usual
      payroll practices beginning thirty (30) days following Executive’s date of
      termination. The payment of the Bonuses and the Severance, as well as the
      acceleration of Executive’s options and stock, are conditioned upon Executive
      signing a release in favor of the Company, as provided for in Section
      6(f).

     

    Except
      as
      specifically set forth in Section 9 hereof, the Company shall have no further
      obligations to Executive under this Agreement. 

    


    
      	 	
              (d)

            	
              By
                Executive for Good Reason.
                If any of the events described below occurs during the Employment
                Term,
                Executive may terminate Executive's employment hereunder for Good
                Reason
                by written notice to the Company identifying the event or omission
                constituting Good Reason not more than one (1) month following the
                occurrence of such event and, in the case of subclauses (ii), (iii),
                or
                (iv) below, a failure by the Company to cure such act or omission
                within
                thirty (30) days after receipt of such written notice. In the event
                that
                Executive elects to terminate employment pursuant to this Section
                6(d),
                the Employment Term and Executive's employment hereunder will be
                terminated effective as of the later of thirty-one (31) days after
                the
                Company's receipt of Executive's notice of termination or thirty-one
                (31)
                days after the event, and Executive's termination for Good Reason
                pursuant
                to this Section 6(d) shall be treated for all purposes as a termination
                without Cause pursuant to Section 6(c) and the provisions of Section
                6(c)
                shall apply to such termination. The occurrence of any of the following
                events without Executive's consent shall permit Executive to terminate
                Executive's employment for "Good Reason" pursuant to this Section
                6(d):
                

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              A
                "Change in Control" (as defined in Appendix A hereto) occurs;
                

            


    

     

    
      	 	
              (ii)

            	
              The
                failure by the Company to observe or comply in any material respect
                with
                any of the material provisions of this
                Agreement;

            


    

     

    
      	 	
              (iii)

            	
              A
                material diminution in Executive's
                duties;

            


    

     

    
      	 	
              (iv)

            	
              The
                assignment to Executive of duties that are materially inconsistent
                with
                Executive’s duties or that materially impair Executive’s ability to
                function as the President and Chief Executive Officer of the
                Company;

            


    

     

    
      	 	
              (v)

            	
              The
                relocation of Executive’s primary office from a location that is more than
                50 miles from both (a) the Company’s executive offices at the time of
                relocation and (b) Executive’s primary residence at the time of such
                relocation; or

            


    

     

    
      	 	
              (vi)

            	
              The
                Company providing Executive with a notice of non-renewal of this
                Agreement
                by the Company under Section 1.

            


    

     

    Except
      as
      specifically set forth in Section 9 hereof, the Company shall have no further
      obligations to Executive under this Agreement. 

    


    
      	 	
              (e)

            	
              By
                Executive without Good Reason.
                Executive may terminate the Employment Term and Executive's employment
                hereunder at any time without Good Reason upon thirty (30) days advance
                written notice to the Company. In the event Executive's employment
                is
                terminated pursuant to this Section 6(e), the Company shall pay to
                Executive, no later than ten (10) days after the last day of Executive's
                employment, in one lump sum, the sum of (i) any accrued but unpaid
                Base
                Salary, less applicable deductions, including salary in respect of
                any
                accrued and accumulated vacation, due to Executive at the date of
                such
                termination, and (ii) any amounts owing, but not yet paid, pursuant
                to
                Section 5 hereof. 

            


    

     

    Except
      as
      specifically set forth in Section 9 hereof, the Company shall have no further
      obligations to Executive under this Agreement. 

    


    
      	 	
              (f)

            	
              Release.
                Notwithstanding any other provision of this Agreement to the contrary,
                Executive acknowledges and agrees that any and all payments and benefits
                to which Executive is entitled under this Section 6(b), 6(c), or
                6(d),
                with the exception of accrued salary, accrued vacation payments,
                and
                payments pursuant to Section 5 of this Agreement, are conditioned
                upon and
                subject to Executive's first executing a Confidential Separation
                Agreement
                including a general waiver and release (and the expiration of any
                associated revocation period), in such reasonable and customary form
                as
                shall be prepared by the Company, of all claims Executive may have
                against
                the Company, and related entities and individuals.
                

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Required
                Postponement for Specified
                Services.

            


    

     

    
      	 	
              (a)

            	
              Specified
                Executive Delay.
                Notwithstanding anything in this Agreement to the contrary, if required
                by
                section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”)
                and if Executive is considered a Specified Executive (as defined
                herein)
                and payment of any amounts under this Agreement is required to be
                delayed
                for a period of six months after separation from service pursuant
                to
                Section 409A of the Code, payment of such amounts shall be delayed
                as
                required by section 409A, and the accumulated amounts shall be paid
                in a
                lump sum payment within five days after the end of the six-month
                period.
                If Executive dies during the postponement period prior to the payment
                of
                benefits, the amounts withheld on account of section 409A shall be
                paid to
                the personal representative of Executive’s estate within 60 days after the
                date of Executive’s death. 

            


    

     

    
      	 	
              (b)

            	
              “Specified
                Executive”
                shall mean an employee who, at any time during the 12-month period
                ending
                on the identification date, is a “specified employee” under section 409A
                of the Code, as determined by the Compensation Committee of the Board
                or
                its delegate. The determination of Specified Executives, including
                the
                number and identity of persons considered officers and the identification
                date, shall be made by the Compensation Committee or its delegate
                in
                accordance with the provisions of section 409A of the Code and the
                regulations issued thereunder.

            


    

     

    
      	
              8.

            	
              No
                Mitigation; Employee Benefit Plans.
                Executive shall not be required to mitigate amounts payable to her
                under
                this Agreement by seeking other employment or otherwise, and there
                shall
                be no offset against amounts payable to Executive under this Agreement
                on
                account of Executive's subsequent employment. Amounts payable to
                Executive
                under this Agreement shall not be offset by any claims that the Company
                may have against Executive, and such amounts payable to Executive
                under
                this Agreement shall not be affected by any other circumstances,
                including, without limitation, any counterclaim, recoupment, defense,
                or
                other right that the Company may have against Executive or others.
                Provided,
                however,
                that,
                payments made to Executive as a result of the termination of Executive's
                employment hereunder shall not be considered as includible compensation
                with respect to any employee benefit plans maintained by the Company,
                except to the extent otherwise required by law.


            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Indemnification.
                In the event that Executive is made a party or threatened to be made
                a
                party to any action, suit, or proceeding, whether civil, criminal,
                administrative, or investigative (a "Proceeding"), by reason of
                Executive's employment with, or serving as an officer of, the Company,
                the
                Company shall indemnify and hold Executive harmless, and defend Executive
                to the fullest extent authorized by the laws of the state in which
                the
                Company is incorporated, as the same exist and may hereafter be amended,
                against any and all claims, demands, suits, judgments, assessments,
                and
                settlements (collectively the "Claims"), including all expenses incurred
                or suffered by Executive in connection therewith (excluding, however,
                any
                legal fees incurred by Executive for Executive's own counsel, except
                as
                otherwise provided in this Section 9, and excluding any Proceedings
                initiated by executive), and such indemnification shall continue
                as to
                Executive even after Executive is no longer employed by the Company
                hereunder, and shall inure to the benefit of Executive's heirs, executors,
                and administrators; provided,
                however,
                that,
                Executive promptly gives written notice to the Company of any such
                Claims
                (although Executive's failure to promptly give notice shall not affect
                the
                Company's obligations under this Section 9 except to the extent that
                such
                failure prejudices the Company or its ability to defend such Claims).
                The
                Company shall have the right to undertake, with counsel or other
                representatives of its own choosing, the defense or settlement of
                any
                Claims. In the event that the Company shall fail to notify Executive,
                within ten days of its receipt of Executive's written notice, that
                the
                Company has elected to undertake such defense or settlement, or if
                at any
                time the Company shall otherwise fail to diligently defend or pursue
                settlement of such Claims, then Executive shall have the right to
                undertake the defense, compromise, or settlement of such Claims,
                in which
                event the Company shall hold Executive harmless from any legal fees
                incurred by Executive for Executive's counsel. Neither Executive
                nor the
                Company shall settle any Claims without the prior written consent
                of the
                other, which consent shall not be unreasonably withheld or delayed.
                In the
                event that the Company submits to Executive a bona fide settlement
                offer
                from the claimant of Claims (which settlement offer shall include
                as an
                unconditional term thereof the giving by the claimant or the plaintiff
                to
                Executive a release from all liability in respect of such Claims),
                and
                Executive refuses to consent to such settlement, then thereafter
                the
                Company's liability to Executive for indemnification hereunder with
                respect to such Claims shall not exceed the settlement amount included
                in
                such bona fide settlement offer, and Executive shall either assume
                the
                defense of such Claims or pay the Company's attorneys' fees and other
                out-of-pocket costs incurred thereafter in continuing the defense
                of such
                Claims. Regardless of which party is conducting the defense of any
                such
                Claims, the other party, with counsel or other representatives of
                its own
                choosing and at its sole cost and expense, shall have the right to
                consult
                with the party conducting the defense of such Claims and its counsel
                or
                other representatives concerning such Claims and Executive and the
                respective counsel or other representatives shall cooperate with
                respect
                to such Claims. The party conducting the defense of any such Claims
                and
                its counsel shall in any case keep the other party and its counsel
                (if
                any) fully informed as to the status of such Claims and any matters
                relating thereto. Executive and the Company shall provide to the
                other
                such records, books, documents, and other materials as shall reasonably
                be
                necessary for each to conduct or evaluate the defense of any Claims,
                and
                will generally cooperate with respect to any matters relating thereto.
                This Section 9 shall remain in effect after this Agreement is terminated,
                regardless of the reasons for such termination. The indemnification
                provided to Executive pursuant to this Section 9 shall not supersede
                or
                reduce any indemnification provided to Executive under any separate
                agreement, or the By-Laws of the Company; in this regard, it is intended
                that this Agreement shall expand and extend Executive's rights to
                receive
                indemnification. 

            


    

     

    
      	
              10.

            	
              Withholding.
                The Company shall have the right to deduct and withhold from all
                payments
                to Executive hereunder all payroll taxes, income tax withholding
                and other
                federal, state and local taxes and charges which currently are or
                which
                hereafter may be required by law to be so deducted and withheld.
                

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Restrictive
                Covenants.
                The restrictive covenants contained in the Confidential Information
                and
                Intellectual Property Agreement, signed by Executive on October 5,
                2000
                and attached hereto as Appendix B, including but not limited to,
                Section
                (2) (Confidential Information); Section 3 (Non-Solicitation of Employees);
                and Section 4 (Non-Compete), are incorporated by reference as if
                fully set
                forth herein. Executive hereby reaffirms her obligations under that
                agreement.

            


    

     

    
      	
              12.

            	
              Non-Assignability.
                Executive's rights and benefits hereunder are personal to Executive,
                and
                shall not be alienated, voluntarily or involuntarily assigned, or
                transferred. 

            


    

     

    
      	
              13.

            	
              Binding
                Effect.
                This Agreement shall be binding upon the parties hereto, and their
                respective assigns, successors, executors, administrators, and heirs.
                In
                the event the Company becomes a party to any merger, consolidation,
                or
                reorganization, this Agreement shall remain in full force and effect
                as an
                obligation of the Company or its successor(s) in interest. None of
                the
                payments provided for by this Agreement shall be subject to seizure
                for
                payment of any debts or judgments against Executive or Executive's
                beneficiary or beneficiaries, nor shall Executive or any such beneficiary
                or beneficiaries have any right to transfer or encumber any right
                or
                benefit hereunder. 

            


    

     

    
      	
              14.

            	
              Entire
                Agreement; Modification.
                

            


    

     

    
      	 	
              (a)

            	
              This
                Agreement supersedes all prior agreements, with the exception of
                the
                Confidential Information and Intellectual Property Agreement, and
                all
                other agreements (or portions thereof) that deal with confidentiality
                or
                intellectual property. This Agreement sets forth the entire understanding
                among the parties hereto with respect to the subject matter hereof,
                may
                not be changed orally, and may be changed only by an agreement in
                writing
                signed by the parties hereto. 

            


    

     

    


    
      	 	
              (b)

            	
              Executive
                acknowledges that from time to time, the Company may establish, maintain
                and distribute manuals, handbooks or personnel policies, and officers
                or
                other representatives of the Company may make written or oral statements
                relating to personnel policies and procedures. Such manuals, handbooks
                and
                statements are intended only for general guidance. No policies, procedures
                or statements of any nature by or on behalf of the Company (whether
                written or oral, and whether or not contained in any manual or handbook
                or
                personnel policies), and no acts or practices of any nature, shall
                be
                construed to modify this Agreement or to create express or implied
                obligations of any nature to
                Executive.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              Notices.
                All notices and communications hereunder shall be in writing, sent
                by
                certified or registered mail, return receipt requested, postage prepaid;
                by facsimile transmission, with proof of the time and date of receipt
                retained by the transmitter; or by hand-delivery properly receipted.
                The
                actual date of receipt as shown by the return receipt therefore,
                the
                facsimile transmission sheet, or the hand-delivery receipt, as the
                case
                may be, shall determine the date on which (and, in the case of a
                facsimile, the time at which) notice was given. All payments required
                hereunder by the Company to Executive shall be sent postage prepaid,
                or,
                at Executive's election, shall be transferred to Executive electronically
                to such bank account as Executive may designate in writing to the
                Company,
                including designation of the applicable electronic address. The foregoing
                items (other than any electronic transfer to Executive) shall be
                addressed
                as follows (or to such other address as the Company and Executive
                may
                designate in writing from time to time):


            


    

     

    To
      the
      Company: 

    NexMed,
      Inc. 

    89
      Twin
      Rivers Drive

    East
      Windsor, NJ 08520

    Fax:
      609-426-9116

    Attention:
      Vice President of Finance and Chief Financial Officer

    


    To
      Executive: 

    Vivian
      H.
      Liu 

    659
      Abbington Drive

    Suite
      109

    PMB
      300

    East
      Windsor, NJ 08520

    Fax:
      609-371-8941

    


    


    
      	
              16.

            	
              Section
                409A of the Code.
                This Agreement is intended to comply with section 409A of the Code
                and its
                corresponding regulations, to the extent applicable. Notwithstanding
                anything in this Agreement to the contrary, payments may only be
                made
                under this Agreement upon an event and in a manner permitted by section
                409A of the Code, to the extent applicable. As used in the Agreement,
                the
                term “termination of employment” shall mean Executive’s separation from
                service with the Company within the meaning of section 409A of the
                Code
                and the regulations promulgated thereunder. For purposes of section
                409A,
                the right to a series of payments under the Agreement shall be treated
                as
                a right to a series of separate payments. All reimbursements and
                in-kind
                benefits provided under the Agreement shall be made or provided in
                accordance with the requirements of section 409A of the Code, including,
                where applicable, the requirement that (i) any reimbursement shall
                be for
                expenses incurred during Executive’s lifetime (or during a shorter period
                of time specified in this Agreement), (ii) the amount of expenses
                eligible
                for reimbursement, or in-kind benefits provided, during a calendar
                year
                may not affect the expenses eligible for reimbursement, or in-kind
                benefits to be provided, in any other calendar year, (iii) the
                reimbursement of an eligible expense will be made on or before the
                last
                day of the calendar year following the year in which the expense
                is
                incurred, and (iv) the right to reimbursement or in-kind benefits
                is not
                subject to liquidation or exchange for another
                benefit.

            


    

     

    
      	
              17.

            	
              Governing
                Law; Jurisdiction.
                This Agreement shall be governed by, and construed and enforced according
                to, the domestic laws of the State of New Jersey without giving effect
                to
                the principles of conflict of laws thereof, or such principles of
                any
                other jurisdiction, which could cause the application of the substantive
                law of any jurisdiction other than the State of New Jersey. The Company
                and Executive agree that the state or federal courts of New Jersey
                shall
                have exclusive jurisdiction to hear and determine any dispute which
                may
                arise under this Agreement. 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              Severability.
                The invalidity or unenforceability of any provision of this Agreement
                shall not affect the validity or enforceability of any other provision
                of
                this Agreement, and each other provision of the Agreement shall be
                severable and enforceable to the extent permitted by law.
                

            


    

     

    
      	
              19.

            	
              Headings.
                The headings of the Sections hereof are provided for convenience
                only and
                are not to serve as a basis for interpretation or construction, and
                shall
                not constitute a part, of this Agreement.


            


    

     

    
      	
              20.

            	
              Signature
                in Counterparts.
                This Agreement may be signed in counterparts, each of which shall
                be an
                original, with the same effect as if the signatures thereto and hereto
                were upon the same instrument. 

            


    

     

    IN
      WITNESS WHEREOF, Executive has hereunto set her hand and the Company has caused
      this Agreement to be executed in its name on its behalf, all as of the day
      and
      year first above written. 

    


    
      	 	 	 
	 	/s/
              Vivian H. Liu
              
	 	
              
                

              

              Vivian H. Liu 

            
	 	 
	 	 
	 	NEXMED, INC.
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Martin
              R.
              Wade, III
	 	
              
Martin
              R. Wade, III
	 	
              Title:
                Chairman Executive Compensation 

              Committee
                of the Board of Directors

            


    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Appendix
      A

    Change
      in Control

    


    For
      the
      purpose of this Agreement, a "Change in Control" shall be deemed to have taken
      place if: 

    


    A. Individuals
      who, on the date hereof, constitute the Board (the "Incumbent Directors") cease
      for any reason to constitute at least a majority of the Board, provided that
      any
      person becoming a director subsequent to the date hereof, whose election or
      nomination for election was approved by a vote of at least two-thirds of the
      Incumbent Directors then on the Board (either by a specific vote or by approval
      of the proxy statement of the Company in which such person is named as a nominee
      for director, without written objection to such nomination) shall be an
      Incumbent Director; provided,
      however,
      that,
      no
      individual initially elected or nominated as a director of the Company as a
      result of an actual or threatened election contest with respect to directors
      or
      as a result of any other actual or threatened solicitation of proxies or
      consents by or on behalf of any person other than the Board shall be deemed
      to
      be an Incumbent Director; 

    


    B. Any
      "Person" (as such term is defined in Section 3(a)(9) of the Securities Exchange
      Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2)
      of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule
      13d-3 under the Exchange Act), directly or indirectly, of securities of the
      Company representing 25% or more of the combined voting power of the Company's
      then outstanding securities eligible to vote for the election of the Board
      (the
      "Voting Securities"); provided,
      however,
      that,
      the
      event described in this paragraph B shall not be deemed to be a Change in
      Control by virtue of any of the following acquisitions: (i) by the Company
      or
      any subsidiary of the Company in which the Company owns more than 25% of the
      combined voting power of such entity (a "Subsidiary"), (ii) by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or any
      Subsidiary, (iii) by any underwriter temporarily holding the Company's Voting
      Securities pursuant to a public offering of such Voting Securities, (iv)
      pursuant to a Non-Qualifying Transaction (as defined in paragraph C immediately
      below), (v) pursuant to any acquisition by Executive or by any Person which
      is
      an "affiliate" (within the meaning of 17 C.F.R. § 230.405) of Executive (an
      "Excluded Person"); 

    


    C. The
      consummation of a merger, consolidation, statutory share exchange or similar
      form of corporate transaction involving the Company or any of its Subsidiaries
      that requires the approval of the Company's stockholders, whether for such
      transaction or the issuance of securities in the transaction (a "Business
      Combination"), unless immediately following such Business Combination: (i)
      more
      than 25% of the total voting power of (A) the corporation resulting from such
      Business Combination (the "Surviving Corporation"), or (B) if applicable, the
      ultimate parent corporation that directly or indirectly has beneficial ownership
      of 100% of the voting securities eligible to elect directors of the Surviving
      Company (the "Parent Corporation"), is represented by the Company's Voting
      Securities that were outstanding immediately prior to such Business Combination
      (or, if applicable, is represented by shares into which the Company's Voting
      Securities were converted pursuant to such Business Combination), and such
      voting power among the holders thereof is in substantially the same proportion
      as the voting power of the Company's Voting Securities among the holders thereof
      immediately prior to the Business Combination, (ii) no Person (other than (A)
      any employee benefit plan (or related trust) sponsored or maintained by the
      Surviving Corporation or the Parent Corporation or (B) an Excluded Person is
      or
      becomes the beneficial owner, directly or indirectly, of 25% or more of the
      total voting power of the outstanding voting securities eligible to elect
      directors of the Parent Corporation (or, if there is no Parent Corporation,
      the
      Surviving Corporation) and (iii) at least a majority of the members of the
      board
      of directors of the Parent Corporation (or, if there is no Parent Corporation,
      the Surviving Corporation) following the consummation of the Business
      Combination were Incumbent Directors at the time of the Board's approval of
      the
      execution of the initial agreement providing for such Business Combination
      (any
      Business Combination which satisfies all of the criteria specified in (i),
      (ii)
      and (iii) above shall be deemed to be a "Non-Qualifying Transaction");


    


    
      
        
        

      

      
        App.
          A-1

        
          

        

      

      
        
        

      

    

    D. A
      sale of
      all or substantially all of the Company's assets, other than to an Excluded
      Person; 

    


    E. The
      stockholders of the Company approve a plan of complete liquidation or
      dissolution of the Company; or 

    


    F. Such
      other events as the Board may designate. 

    


    Notwithstanding
      the foregoing, a Change in Control of the Company shall not be deemed to occur
      solely because any person acquires beneficial ownership of more than 25% of
      the
      Company's Voting Securities as a result of the acquisition of the Company's
      Voting Securities by the Company which reduces the number of the Company's
      Voting Securities outstanding; provided,
      that,
      if
      after such acquisition by the Company such person becomes the beneficial owner
      of additional Company Voting Securities that increases the percentage of
      outstanding Company Voting Securities beneficially owned by such person, a
      Change in Control of the Company shall then occur.

    


    
      
        
        

      

      
        App.
          A-2

        
          

        

      

      
        
        

      

    


    Appendix
      B

    

      CONFIDENTIAL
        INFORMATION AND

      INTELLECTUAL
        PROPERTY AGREEMENT

      


      


      AGREEMENT
        made as
        of this 4th
        day of
        October 2000, by and between NEXMED
        (U.S.A.), INC.,
        a
        Delaware corporation (the “Company”) and Vivian Liu (the
“Employee”).

       

      WHEREAS:

       

      (1) The
        Employee is employed or about to be employed by the Company and the Company
        requires that all of its employees, as a condition of employment by the Company,
        enter into this Confidential Information and Intellectual Property Agreement
        (the “Agreement”) or similar agreement, and would not be willing to employ the
        Employee unless Employee enters into this Agreement; and

       

      (2) The
        Employee is willing to enter into this Agreement and to strictly adhere to
        its
        terms.

       

      NOW,
        THEREFORE,
        in
        consideration of the employment or the continuation of the employment of
        the
        Employee by the Company, the parties hereto agree as follows:

       

      1. Representations.
        Warranties and Acknowledgment of Employee.

       

      (a) The
        Employee hereby represents to the Company that, except to the extent
        contemplated hereby or that the Employee has disclosed to the Company in
        writing, the Employee is not bound by any agreement or any other previous
        or
        existing business relationship which conflicts with or prevents the full
        performance of the Employee’s duties and obligations to the Company (including
        the Employee’s duties and obligations under this or any other agreement with the
        Company) during the Employee’s employment.

       

      
        
          
          

        

        
          App.
            B-1

          
            

          

        

        
          
          

        

      

      (b) The
        Employee understands that the Company does not desire to acquire from the
        Employee any trade secrets, know-how or confidential business information
        the
        Employee may have acquired from others. Therefore, the Employee agrees during
        his employment with the Company, the Employee will not improperly use or
        disclose any proprietary information or trade secrets of any former or
        concurrent employer, or any other person or entity with whom the Employee
        has an
        agreement or to whom the Employee owes a duty to keep such information in
        confidence.

       

      2. Confidential
        Information.

       

      (a) For
        purposes of this Agreement, “Confidential Information” means all information,
        heretofore or hereafter developed or used by the Company (whether or not
        reduced
        to written, electronic, magnetic or other tangible form) acquired in any
        way by
        the Employee during the course of the Employee’s employment with the Company and
        which is proprietary to the Company or which relates to any third party for
        which the Company is under an obligation to keep confidential, concerning
        the
        scientific, medical and pharmaceutical research, product development, products,
        operations, marketing and business plans, activities, employees, consultants,
        licensors, licensees, customers, business affairs of the Company or the
        Company’s licensees, distributors, business partners or customers, including,
        without limitation, (i) all information concerning trade secrets of the Company,
        including computer programs, system documentation, special hardware, product
        hardware, related software development, computer systems, source code, object
        code, manuals, formulae, processes, methods, machines, compositions, ideas,
        improvements or inventions of the Company; (ii) all sales and financial
        information concerning the Company; (iii) all customer and supplier lists;
        (iv)
        all drawings, sketches, models, samples, data, technology, methodologies,
        techniques, distribution plans, contractual arrangements, profits, sales,
        pricing policies, operational methods, technical processes, other business
        affairs and methods, plans for future developments and other technical and
        business information relating to the business of the Company or the Company’s
        licensees, distributors, business partners or customers and all trademarks,
        domain names, copyrights and patents and applications thereof, all inventions,
        processes, studies, reports, research records, market surveys and know-how
        and
        technical papers; and (v) all information in any way concerning the business
        or
        affairs of the Company or the Company’s licensees, distributors, business
        partners or customers which was furnished to Employee by the Company or by
        the
        Company’s licensees, distributors, business partners or customers or otherwise
        discovered by Employee during Employee’s employment with the
        Company.

       

      
        
          
          

        

        
          App.
            B-2

          
            

          

        

        
          
          

        

      

      (b) The
        Employee acknowledges that it is the policy of the Company to maintain as
        secret
        and confidential all Confidential Information. The parties hereto recognize
        that, by reason of Employee’s employment by the Company, the Employee has
        acquired or will acquire access to Confidential Information. The Employee
        recognizes that all such Confidential Information is and shall remain the
        sole
        property of the Company as its sole owner, free of any rights of the Employee
        and acknowledges that the Company has a vested interest in assuring that
        all
        such Confidential Information remains secret and confidential. Therefore,
        the
        Employee agrees to exercise all reasonable precautions to protect the integrity
        and confidentiality of Confidential Information in Employee’s possession and the
        Employee agrees that at all times from and after the date hereof, Employee
        will
        not, directly or indirectly, without the prior written consent of the Company,
        disclose to any person, firm, company or other entity any Confidential
        Information, except to the extent that (i) any such Confidential Information
        becomes generally available to the public or trade, other than as a result
        of a
        breach by the Employee of this Section 2(b), or (ii) any such Confidential
        Information becomes available to the Employee on a non-confidential basis
        from a
        source other than the Company or any of its employees or advisors; provided,
        that such source is not known by the Employee to be bound by a confidentiality
        agreement with, or other obligation of secrecy to, the Company or another
        party.
        In addition, it shall not be a breach of the confidentiality obligations
        hereof
        if the Employee is required by law or legal process to disclose any Confidential
        Information; provided, that in such case, the Employee shall (i) give the
        Company the earliest notice possible that such disclosure is or may be required,
        and (ii) cooperate with the Company, at the Company’s expense, in protecting, to
        the maximum extent legally permitted, the confidential or proprietary nature
        of
        the Confidential Information which must be so disclosed. The obligations
        of the
        Employee under this Section 2(b) shall survive any termination of the Employee’s
        employment by the Company.

       

      (c) Upon
        termination of the Employee’s employment with the Company, Employee covenants
        and agrees to promptly return to the Company all items constituting or
        containing Confidential Information (including all copies) including, without
        limitation, all reports, data, documents, studies, notes, specifications,
        or
        information, and will not retain any copies of such items. Employee further
        covenants and agrees to immediately return to the Company all equipment,
        devices
        or other property, which belong to the Company.

       

      
        
          
          

        

        
          App.
            B-3

          
            

          

        

        
          
          

        

      

      3. Non-Solicitation
        of Employees.

       

      Employee
        recognizes and acknowledges that it is essential for the proper protection
        of
        the business of the Company that Employee be restricted during the term of
        Employee’s employment and for a one-year period following the termination of
        Employee’s employment with the Company from soliciting or inducing any employee
        of the Company to leave the employ of the Company or to encourage any other
        business entity to solicit or seek to hire any employee of the Company.
        Therefore, during the term of the Employee’s employment with the Company and for
        a period of one (1) year following the termination of such employment, Employee
        agrees that Employee shall not, directly or indirectly, hire or seek to hire
        any
        employee of the Company or assist or influence any business entity to hire
        or
        solicit for employment or take any other action which would encourage any
        such
        employee to terminate such employee’s employment by the Company. For purposes of
        this Section 3, “employee” shall include any former employee of the Company
        whose employment with the Company terminated less than one (1) year prior
        to the
        termination of the employment with the Company of the Employee.

       

      4. Non-Compete.

       

      In
        order
        to insure the protection of the Company’s interest in maintaining the
        confidentiality of its Confidential Information and to otherwise provide
        for the
        proper protection of the business of the Company, the parties hereto agree
        as
        follows:

       

      (a) Employee
        acknowledges that the nature of the Company’s business renders it highly likely
        that disclosure of the Employer’s Confidential Information, whether intentional
        or inadvertent, will occur if Employee becomes employed by a competitor of
        the
        Company. Employee further acknowledges and agrees that Employee’s
        responsibilities with respect to the Company’s business operations and
        Employee’s access to the Confidential Information would render the Employee a
        potentially formidable competitor throughout the world because the Employer’s
        technology and trade secrets have worldwide application.

       

      
        
          
          

        

        
          App.
            B-4

          
            

          

        

        
          
          

        

      

      (b) By
        reason
        of the foregoing, Employee agrees that during the term of Employee’s employment
        by the Company and for a period of one (1) year following the termination
        of
        Employee’s employment with the Company, Employee will not, anyplace in the
        world, own, become employed by or participate in (whether as an employee,
        consultant, officer, director, agent, or in any other capacity which calls
        for
        the rendering of personal services, advice, acts of management, operation
        or
        control) any corporation, business, firm, or partnership, which competes,
        directly or indirectly, with the Company (including, without limitation,
        which
        competes with respect to any products or services sold or marketed by the
        Company) at the time of the termination of the Employee’s employment with the
        Company. The foregoing shall not prohibit the Employee from owning in the
        aggregate less than 2% of the common stock of any such competing company
        that is
        subject to the reporting obligation of the Securities and Exchange Act of
        1934,
        as amended. While the parties acknowledge that the restrictions set forth
        in
        this Section 4 are reasonable, in the event that a Court determines that
        any of
        the covenants or provisions of this Agreement are unenforceable by reason
        of
        duration, extent, geographical scope or otherwise, the parties contemplate
        and
        agree that the Court making such determination shall reduce or modify the
        applicable provision and shall enforce such reduced or modified provision
        to the
        maximum extent deemed reasonable by the Court.

       

      5. Intellectual
        Property.

       

      (a) The
        Employee shall disclose and hereby assigns to the Company or its nominee
        any and
        all of his right, title and interest in any inventions, know-how, discoveries,
        improvements, original works of authorship, designs, software, source code,
        object code, programs, formulas, processes, developments, trade secrets,
        trademarks, copyrights, service marks, logos and related proprietary information
        and materials, whether patentable, copyrightable, subject to trademark
        registration, or not (collectively referred to as the “Innovations”), which,
        during the term of the Employee’s employment by the Company (the “Employment
        Period”), the Employee may make or conceive either solely or jointly with others
        and which:

       

      
        	 	(i)	were made using equipment, supplies, facilities
                or trade
                secret information of the Company, or


      

       

      
        
          
          

        

        
          App.
            B-5

          
            

          

        

        
          
          

        

      

         

    

    
      
        	 	(ii)	were developed at least in part on the Company’s time,
                or


      

      
        	 	 	 


      

      
        	 	
                (iii)

              	
                relate
                  at the time of conception or reduction to practice either to the
                  business
                  of the Company or to the Company’s or any of its affiliate’s actual or
                  demonstrably anticipated research or development,
                  or

              


      

       

      
        	 	
                (iv)

              	
                results
                  from any work the Employee performs or performed for the
                  Company.

              


      

       

      All
        such
        Innovations and the benefits thereof shall be owned exclusively in perpetuity
        by
        the Company, free of any claims of the Employee.

       

      (b) In
        order
        to allow the Company to claim rights in those Innovations which it owns or
        owns
        an interest in, the Employee shall promptly and fully disclose in writing
        to the
        Company the subject matter of every Innovation made or conceived by the
        Employee, either solely or jointly with others, and all copyright, trademark,
        domain name and patent applications naming the Employee as an author, co-author,
        owner, co-owner, inventor or a co-inventor during the Employment Period whether
        or not the same are required by this Agreement to be assigned to the Company.
        Upon the request of the Company, the Employee shall make all reasonable efforts
        to provide further disclosure of the aforesaid Innovations in which the Company
        may reasonably claim ownership or for which the Company requires additional
        information in order to determine its ownership rights. The Company shall
        maintain in confidence all disclosures made hereunder of Innovations owned
        by
        the Employee.

       

      
        
          
          

        

        
          App.
            B-6

          
            

          

        

        
          
          

        

      

      (c) An
        Innovation shall be deemed to have been made during the Employment Period
        if
        during such period the Innovation was conceived, first actually reduced to
        practice or otherwise put in a tangible form, and any patent application,
        trademark application, domain name application or copyright application
        reasonably relating to the business of the Company filed within six months
        after
        termination of the Employment Period shall be presumed to relate to an
        Innovation which was made during the Employment Period unless the Employee
        can
        provide satisfactory evidence to the contrary.

       

      (d) With
        respect to any Innovations in which the Company owns an interest pursuant
        to
        this Section 5, the Employee agrees, during and after the Employment Period
        and
        upon the Company’s reasonable request, to execute, acknowledge, and deliver all
        such further documents (which shall be prepared and paid for by the Company)
        including applications for letters patent, trademark, domain name and/or
        copyright registration, as may be necessary or, in the opinion of the Company,
        advisable, to obtain letters patent and/or trademark, domain name or copyright
        registration for Innovations in the United States and in any other country,
        and
        the right to claim priority based on the first filed patent application anywhere
        in the world, and to vest title thereto in the Company and its successors,
        assigns or nominees. The Company shall have the sole and exclusive right
        to seek
        copyright and/or patent and/or trademark, domain name or trade name protection
        in its own name, as applicable, for any of the foregoing Innovations, and
        to
        seek any extensions or renewals thereof.

       

      (e) Upon
        the
        termination of Employee’s employment with the Company, the Employee shall not
        (a) take any of the Company’s property including, but not limited to, new
        product information, blueprints, drawings, sketches, notebooks, computer
        programs, formulas, data, listings, specifications and documents, or copies
        thereof, and any items relating to or exhibiting the Company’s trade secrets or
        Confidential Information or (b) use for any purpose the residuals resulting
        from
        access to or work with those items set forth in clause (a) hereof. The term
        “residuals” means information in non-tangible form, including ideas, concepts,
        know-how or techniques which may be retained in the mind of the Employee,
        even
        if the Employee made no effort to refresh the Employee’s recollection in
        anticipation of or in conjunction with the use of said residuals. Further,
        the
        Employee shall not intentionally memorize the information so as to reduce
        it to
        a non-tangible form for the purpose of creating a residual.

       

      (f) The
        Employee agrees that any copyrightable works made by the Employee (solely
        or
        jointly with others) during the Employment Period that are otherwise covered
        by
        the terms hereof and that are prosecutable by copyright, shall be deemed
        to be
“works made for hire,” as that term is defined in the United States Copyright
        Act (17 U.S.C. section 101). Accordingly, the Company shall be the sole and
        exclusive author and owner of all such copyrightable works and all right,
        title
        and interest therein and thereto, including, without limitation, all copyrights
        (and all renewals and extensions thereof). To the extent that any of such
        works
        are not determined to be a work for hire, the Employee hereby irrevocably,
        permanently, exclusively and absolutely assigns and grants to the Company
        all
        title, right and interest in and to such works, including, without limitation,
        all copyrights therein (and all renewals and extensions thereof). The Company
        shall have the sole and exclusive right to use and exploit such works, in
        whole
        or in part, in any media or technology known or hereafter devised, in
        perpetuity. The Company’s rights in and to such works may be assigned and
        licensed without limitation, and any such assignment or license shall be
        binding
        on the Employee and shall inure to the benefit of such assignee or licensee.
        The
        Employee shall have no rights of consultation and/or approval with respect
        to
        the Company’s exploitation, revision and/or use of such works. Moreover, the
        Employee hereby waives, forfeits, relinquishes and abandons all “moral rights”
(as said term is commonly understood) and all rights of attribution and
        integrity that the Employee may otherwise have had with respect to such works
        through the universe, and all rights the Employee might otherwise have had
        under
        the Visual Artists Rights Act of 1990.

       

      
        
          
          

        

        
          App.
            B-7

          
            

          

        

        
          
          

        

      

      (g) As
        to any
        Innovations in which the Employee owns an interest and the Company does not,
        whether or not invented, created or acquired prior to the date hereof, the
        Employee will not without the express written consent of the Company,
        incorporate or use, or participate in the incorporation or use, of any such
        Innovations into any products or services of the Company, and upon discovery
        that any such Innovations have been, or are being, or are about to be,
        incorporated or used in the Company’s products or services or a product or
        service being designed or planned for or by the Company in violation of any
        rights the Employee may claim, the Employee shall give the Company written
        notice of that fact, together with such detail as is then known, within three
        (3) days of such discovery. The Employee agrees that if, in breach of these
        provisions, the Employee incorporates or uses, or participates in the
        incorporation or use, of any such Innovations in any products or services
        of the
        Company, or upon discovery that such Innovations have been, are being or
        are
        about to be incorporated or used in a product or service of the Company,
        or a
        product or service being designed or planned for or by the Company, and/or
        the
        Employee does not give the Company written notice of that fact, together
        with
        such detail as is then known, within three (3) days of such discovery, then
        to
        that extent, the Company shall have a royalty-free, transferable, nonexclusive
        license to make, have made, reproduce, use and sell and otherwise practice
        any
        such Innovations.

       

      6. Power
        of Attorney.

       

      The
        Employee, by execution of this Agreement, irrevocably constitutes and appoints
        the Company with full power of substitution, to be the Employee’s true and
        lawful attorney to execute, acknowledge, swear and file all instruments and
        documents, and to take any action which shall be deemed to be necessary,
        appropriate or desirable to effectuate this Agreement. The power of attorney
        granted herein shall be deemed to be coupled with an interest and shall be
        irrevocable and survive the occurrence of the death, disability or bankruptcy
        of
        the Employee.

       

      7. Remedies
        For Employee Violations.

       

      Employee
        acknowledges and agrees that the Company would be irreparably harmed if the
        Employee violated any of the covenants and agreements set forth in this
        Agreement or if any of such covenants and agreements were not specifically
        enforced. Employee further agrees that the breach or threatened breach of
        any of
        the covenants or agreements set forth in Sections 2, 3, 4, or 5 of this
        Agreement will result in continuing and irreparable harm to the Company for
        which the Company would not have an adequate remedy at law. Therefore, the
        Employee acknowledges and agrees that, in addition to any other remedy which
        the
        Company may have at law or in equity, the Company shall be entitled to
        injunctive relief or other equitable remedies in the event of any such breach
        or
        threatened breach. The Employee further acknowledges and agrees that monetary
        damages would be insufficient to compensate the Company in the event of a
        breach
        or threatened beach by the Employee of any of such covenants and agreements,
        and
        that the Company shall be entitled to specific performance of the Employee’s
        obligations pursuant to such covenants or agreements.

       

      
        
          
          

        

        
          App.
            B-8

          
            

          

        

        
          
          

        

      

       

      
        
          8. 
            Company’s
            Affiliates

        

      

       

      The
        parties hereto acknowledge and agree that, for purposes of Sections 2, 3,
        4, 5,
        and 7 of this Agreement, the “Company” shall also refer to the Company’s
        affiliated corporations, including, without limitation, NexMed (Holdings),
        Inc.

       

      9. Company’s
        Telecommunications Systems

       

      Employee
        acknowledges and agrees that the Employee is being provided access to the
        Company’s telecommunications, networking or information processing systems
        (including without limitation, stored computer files, e-mail messages, and
        voice
        messages) for the Company’s business purposes and that Employee has no
        expectation of privacy with respect to Employee’s use of any of such systems.
        The Company may, without notice and in its sole discretion, monitor or review
        Employee’s use of such systems (and any other Company-supplied systems or
        equipment) and any files or messages created by or received by Employee through
        use of such systems.

       

      10. Employment
        At Will.
        The
        parties hereto acknowledge that this Agreement is not an employment agreement
        and that Employee is employed on an “at will” basis and that either Employee or
        the Company may terminate Employee’s employment at any time, with or without
        cause.

       

      11. Miscellaneous.
        This
        Agreement:

       

      (a) is
        binding upon and shall inure to the benefit of the parties hereto, their
        respective affiliates, heirs, executors, assigns, administrators, and
        successors;

       

      
        
          
          

        

        
          App.
            B-9

          
            

          

        

        
          
          

        

      

      (b) shall
        be
        governed by, and construed in accordance with, the internal laws of the State
        of
        New Jersey, without regard to the conflicts of laws provisions thereof;


       

      (c) may
        not
        be amended or modified, except by a written instrument signed by the parties
        hereto; and

       

      (d) supersedes
        and voids any and all prior understandings and agreements, whether written
        or
        oral, between the Company and the Employee relating to the subject matter
        of
        this Agreement, which contains the entire understanding of the parties relating
        to such subject matter.

       

      12. Jurisdiction.
        Each of
        the parties hereto consents and agrees to the jurisdiction of the New Jersey
        Superior Court, Mercer County, for the adjudication of any disputes as to
        the
        parties’ respective rights and obligations under this Agreement.

       

      13. Severability.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of the other provisions of this Agreement,
        which shall remain in full force and effect.

       

      IN
        WITNESS WHEREORF,
        the
        parties hereto have executed this Agreement as of the date first above
        written.

       

      
        	Dated:	10/5/2000	 	/s/
                Vivian H. Liu
	 	 	 	EMPLOYEE
	 	 	 	 
	Dated:	10/4/2000	 	NEXMED
                (U.S.A.),
                INC.
	 	 	 	 
	 	 	 	By:
                /s/ Robert Ciricillo
	 	 	 	
                ROBERT
                  CIRICILLO, VICE PRESIDENT

              


      

       

    

    
      
        
        

      

      
        App.
          B-10