a5466934ex10-3.htm


    Exhibit
      10.3

    


    


    EXECUTIVE
      COMPENSATION ARRANGEMENTS

    


    Listed
      below are the base salaries for 2006 and 2007 for our named executive officers,
      and the performance awards and equity incentives in respect of performance
      for
      the eighteen-month period ended December 31, 2006 awarded to such
      officers.

     

    
      
        	 	 	
                2006

              	 	 
	 	 	 	 	 	 	
                Stock

              	 	
                Stock
                  Option

              	 	
                2007

              
	
                Executive
                  Officer

              	 	
                Salary

              	 	
                Bonus
                  (1)

              	 	
                Awards
                  (2)

              	 	
                Grants
                  (3)

              	 	
                Salary

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Harvey
                  J. Berger, M.D.

              	 	
                $     544,000

              	 	
                --

              	 	
                $    296,960

              	 	
                240,000

              	 	
                $     576,000

              
	
                Chairman
                  of the Board, Chief Executive

                Officer
                  and
                  President

              	 	 	 	 	 	 	 	 	 	 
	
                David
                  L. Berstein, Esq.

              	 	
                $     309,000

              	 	
                $    167,000

              	 	
                --

              	 	
                60,000

              	 	
                $     329,000

              
	
                Senior
                  Vice President,

                Chief
                  Patent Counsel Chief Patent Counsel

              	 	 	 	 	 	 	 	 	 	 
	
                Timothy
                  P. Clackson, Ph.D.

              	 	
                $     309,000

              	 	
                $    185,000

              	 	
                --

              	 	
                57,500

              	 	
                $     333,000

              
	
                Senior
                  Vice President,

                Chief
                  Scientific Officer

              	 	 	 	 	 	 	 	 	 	 
	
                Edward
                  M. Fitzgerald

              	 	
                $     309,000

              	 	
                $    176,000

              	 	
                --

              	 	
                60,000

              	 	
                $     329,000

              
	
                Senior
                  Vice President,

                Finance
                  and Corporate Operations, Chief

                Financial
                  Officer and Treasurer

              	 	 	 	 	 	 	 	 	 	 
	
                John
                  D. Iuliucci, Ph.D.

              	 	
                $     309,000

              	 	
                $    167,000

              	 	
                --

              	 	
                70,000

              	 	
                $     329,000

              
	
                Senior
                  Vice President,

                Chief
                  Development Officer

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


      

    

     

    
      
        	
                (1)These
                  amounts
                  reflect deferred performance awards under our 2005 Executive Compensation
                  Plan granted in April 2007 in respect of performance for the period
                  from
                  July 1, 2005 to December 31, 2006.  These awards vest 24% on
                  each anniversary of the award date and will be payable in equal
                  installments on the fourth and fifth anniversaries of the grant
                  date,
                  subject to later payment at the executive’s direction.

              
	
                (2)This
                  award
                  was in the form of a grant of 64,000 sharesof common stock of the
                  Company,
                  under the Company’s 2006 Long Term Incentive Plan, which had a fair market
                  value based on the closing price of the Company’s stock on the date of
                  grant of $296,960.

              
	
                (3)Stock
                  options, except the stock options for Dr. Berger, were granted
                  on April
                  16, 2007, have an exercise price of $4.49 per share, which was
                  the fair
                  market value of our common stock on the date of grant, and vest
                  25% per
                  year over four years.  Dr. Berger’s stock options were granted
                  on March 6, 2007, have an exercise price of $4.64 per share, which
                  was the
                  fair market value of our common stock on the date of grant, and
                  vest 25%
                  per year over four years.  All stock option grants were made
                  under the Company’s 2006 Long Term Incentive Plan.