CHANGE
      OF CONTROL AGREEMENT

    


    THIS
      CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of the 19th day of
      June 2006 (the “Effective Date”), by and between SYNTHEMED, INC. (the
“Company”), and Eli Pines, PhD (the “Executive”).

    


    WHEREAS,
      the Executive is currently employed by the Company;

    


    WHEREAS,
      the Board of Directors of the Company (the “Board”) has determined that it is in
      the best interests of the Company and its stockholders to assure that the
      Company will have the continued services and dedication of the Executive,
      notwithstanding the possibility, threat or occurrence of a Change of Control
      (as
      defined herein); and

    


    WHEREAS,
      in order to accomplish the foregoing objective, the Board has authorized and
      directed the Company to enter into this Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants and agreements
      contained in this Agreement, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Company and the
      Executive hereby agree as follows:

    


    1. Term.
      The
      term of this Agreement (“Term”) shall commence on the Effective Date and shall
      continue until the earlier of: (a) ninety (90) days after the Executive’s
      termination of employment with the Company if no Change of Control shall have
      then been commenced, publicly announced or occurred; or (b) one (1) year after
      a
      Change of Control shall have occurred. 

    


    2. Accelerated
      Vesting of Options; Option Exercisability; Health Insurance Benefits; Severance
      Payments.
      If:


    


    
      	 	
              (a)

            	
              a
                Change of Control shall have occurred and the Executive’s employment with
                the Company is terminated by the Executive for Good Reason (i) at
                any time
                at least three months thereafter and during the Term if on account
                of an
                event described in Section 3(a)(i) below or (ii) at any time during
                the
                Term if on account of an event described in Section 3(a)(ii) or 3(a)(iii)
                below; or 

            


    

    


    
      	 	
              (b)

            	
              during
                the period from ninety (90) days prior to the commencement or public
                announcement of a Change of Control until one (1) year after a Change
                of
                Control shall have occurred, the Executive’s employment with the Company
                is terminated by the Company other than for
                Cause;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    then
      (i)
      all unvested options granted to the Executive by the Company or any successor
      entity prior to, simultaneously with or in connection with the Change of Control
      shall vest immediately prior to such resignation or termination of employment
      described in subsection 2(a) or (b) above, (ii)
      all
      outstanding options shall remain exercisable until their respective expiration
      dates in effect immediately prior to such termination (unless a later date
      is
      provided in the option award agreement or governing plan), (iii) the Executive
      shall be entitled to continue, for a period of one year following termination,
      his participation in any group health plan sponsored by the Company in which
      the
      Executive was participating on the date of such termination, at a cost to such
      executive equal to the amount charged by the Company to its then-current
      employees (it
      being
      understood that the Company's obligation under this clause (iii) with respect
      to
      the foregoing benefits shall be compromised to the extent that the Executive
      obtains any such benefits pursuant to a subsequent employer's benefit plans,
      in
      which case the Company may reduce the coverage of any benefits it is required
      to
      provide the Executive hereunder as long as the aggregate coverages and benefits
      of the combined benefits plans is no less favorable to the Executive than the
      coverages and benefits required to be provided hereunder; it being further
      understood that this clause (iii) shall not be interpreted so as to limit any
      benefits to which the Executive, his dependents or beneficiaries may be
      otherwise entitled under any of the Company's employee benefit plans, programs
      or practices following the Executive's termination of employment, including
      without limitation, retiree medical and life insurance benefits) and (iv) the
      Company shall pay to the Executive, in twelve equal monthly payments, commencing
      thirty (30) days after any such resignation or termination, an amount equal
      to
      the sum of:

    


    (i) one
      hundred and fifty percent (150%) of the Executive’s highest annual base salary
      in effect during the one (1) year period immediately preceding such resignation
      or termination, plus 

    


    (ii) the
      greater of the annual bonus the Executive received with respect to the
      immediately preceding fiscal year of the Company and the current annual target
      bonus in effect at the time of such resignation or termination.

    


    Any
      amounts due the Executive under clauses (iv)(1) and (iv)(2) above shall be
      (A)
      in addition to any accrued but unpaid base salary and/or bonus and any
      unreimbursed business and/or medical expenses and/or other accrued but unpaid
      benefits under the Company’s employee benefit programs as of the date of such
      resignation or termination of employment and (B) reduced by any amounts paid
      to
      the Executive as severance (calculated on the basis of base salary and/or bonus)
      in lieu of compensation for periods subsequent to the date of such resignation
      or termination pursuant to any employment agreement in existence between the
      Company and the Executive on the date of such resignation or
      termination.

    


    3. Good
      Reason.

    


    (a) As
      used
      in this Agreement, the term “Good Reason” means:

    


    (i) a
      material change in the nature of the Executive’s authority, duties,
      responsibilities or status (including offices, titles, reporting requirements
      and supervisory functions), from those in effect immediately prior to the Change
      of Control; or

    


    (ii) the
      required relocation of the Executive’s place of employment to a location in
      excess of twenty (20) miles from (A) the current principal executive offices
      of
      the Company (or such other location serving as Executive’s place of employment
      prior to such relocation as agreed to in writing by the Company and Executive)
      and (B) Executive’s current or then residence (whichever is closer to the new
      place of employment), except for (a) required relocation for up to three months
      limited to the work week, provided the cost of meals and accommodations during
      the work week, as well as commuting costs to enable the Executive to spend
      weekends and holidays at home, are borne by the Company and (b) required travel
      on Company business to an extent substantially equivalent to the Executive’s
      business travel obligations immediately prior to the Change of Control; or
      

    


    
      
        
        

      

      
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    (iii) any
      reduction by the Company of the Executive’s base salary, or reduction in the
      cash portion of the Executive’s target bonus, from the levels in effect
      immediately prior to the Change of Control, except for across-the-board
      reductions affecting all senior executives of the Company, provided, however,
      that such across-the-board reductions are not made as a result of, or in
      contemplation of, a Change in Control and further provided that any such
      reductions applicable to Executive shall not exceed 15% of the levels in effect
      for the Executive immediately prior to the Change in Control.

    


    (b) If,
      at
      any time during the Term of this Agreement, whether before or after the
      occurrence of a Change of Control, the Executive receives a written description
      from the Company of the nature of the Executive’s authorities, duties,
      responsibilities, status, salary, bonus and other employee benefits, or job
      location, and the Executive thereafter accepts in writing such new authority,
      duties, responsibilities, status, salary, bonus and other employee benefits,
      or
      job location (“New Position”) with the Company without determining that the New
      Position causes a Good Reason as set forth in Section 2(a) hereof, then for
      the
      remainder of the Term, the New Position shall be the authorities, duties,
      responsibilities, status, salary, bonus and other employee benefits, or job
      location to be used by the Executive in determining whether Good Reason has
      occurred thereafter pursuant to Section 2(a) hereof.

    


    4. Change
      of Control.
      As used
      herein, the term “Change of Control” shall mean the occurrence with respect to
      the Company of any of the following events:

    


    (a) An
      acquisition of any voting securities of the Company (the “Voting Securities”) by
      any “Person” (as the term Person is used for purposes of Section 13(d) or 14(d)
      of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
      immediately after which such Person has “Beneficial Ownership” (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
      (50%)
      or more of the combined voting power of the then outstanding Voting
      Securities;

    


    (b) The
      individuals who, as of the date hereof, are members of the Board (the “Incumbent
      Board”), cease for any reason to constitute at least a majority of the Board;
      provided, however, that if the election or nomination for election by the
      Company’s stockholders of any new director was approved by a vote of at least a
      majority of the Incumbent Board, such new director shall, for purposes of this
      Agreement, be considered as a member of the Incumbent Board; provided, further,
      however, that no individual shall be considered a member of the Incumbent Board
      if (i) such individual initially assumed office as a result of either an actual
      or threatened “Election Contest” (as described in Rule 14a-11 promulgated under
      the Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board (a “Proxy Contest”),
      including by reason of any agreement intended to avoid or settle any Election
      Contest or Proxy Contest, or (ii) such individual was designated by a Person
      who
      has entered into an agreement with the Company to effect a transaction described
      in clause (i) or (iii) of subsection (c) below; or

    


    
      
        
        

      

      
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    (c) A
      merger,
      consolidation or reorganization involving the Company, unless,

    


    (i) the
      stockholders of the Company immediately before such merger, consolidation or
      reorganization, own, directly or indirectly, immediately following such merger,
      consolidation or reorganization, at least a majority of the combined voting
      power of the outstanding Voting Securities of the corporation (the “Surviving
      Corporation”) in substantially the same proportion as their ownership of the
      Voting Securities immediately before such merger, consolidation or
      reorganization;

    


    (ii) the
      individuals who were members of the Incumbent Board immediately prior to the
      execution of the agreement providing for such merger, consolidation or
      reorganization constitute at least a majority of the members of the board of
      directors of the Surviving Corporation; and

    


    (iii) no
      Person
      (other than any Person who, immediately prior to such merger, consolidation
      or
      reorganization, had Beneficial Ownership of a majority or more of the then
      outstanding Voting Securities) has Beneficial Ownership of a majority or more
      of
      the combined voting power of the Surviving Corporation’s then outstanding Voting
      Securities.

    


    (d) A
      complete liquidation or dissolution of the Company; or

    


    (e) A
      sale or
      other disposition of all or substantially all of the assets of the Company
      to
      any Person.

    


    Notwithstanding
      the foregoing, a Change of Control shall not be deemed to occur solely because
      any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
      permitted amount of the outstanding Voting Securities as a result of the
      acquisition of Voting Securities by the Company which, by reducing the number
      of
      Voting Securities outstanding, increased the proportional number of shares
      Beneficially Owned by the Subject Person; provided that if a Change of Control
      would occur (but for the operation of this sentence) as a result of the
      acquisition of Voting Securities by the Company, and after such share
      acquisition by the Company, the Subject Person becomes the Beneficial Owner
      of
      any additional Voting Securities Beneficially Owned by the Subject Person,
      then
      a Change of Control shall be deemed to have occurred.

    


    
      
        
        

      

      
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    5. Cause.
      The
      term “Cause” shall mean (1) the failure of the Executive substantially to
      perform the duties of his employment (as in effect immediately prior to a Change
      in Control or pursuant to a New Position later agreed to by Executive in
      accordance with Section 3(b) hereof)(other than any such failure resulting
      from
      incapacity due to physical or mental illness) after a demand for substantial
      performance is delivered to the Executive by the Company which specifically
      identifies the manner in which the Company believes the Executive has not
      substantially performed the duties of his employment, provided
      that prior to delivering any such notice the Com-pany shall first have attempted
      in good faith to resolve the matter(s) at issue with the Executive including,
      if
      the Executive so requests, through a meeting with the Board of
      Directors;
      (2) the
      Executive’s engaging in any act that constitutes neglect or willful misconduct
      and that is injurious to the Company or any of its affiliates including without
      limitation engaging in conduct in violation of the Company’s Code of Business
      Conduct or Insider Trading Policy, as the same may be in effect from time to
      time, and making a written certification that the Executive knows or should
      know
      is erroneous and that contributes to a material error in the Company’s filings
      with any governmental agency; (3) the Executive’s conviction of, or entering a
      plea of guilty, nolo contendere (or similar plea) to a crime that constitutes
      a
      felony or any crime of moral turpitude; (4) the Executive’s directly or
      indirectly selling, passing on or otherwise using or disclosing without
      permission any confidential information of the Company; or (5) the Executive’s
      direct or indirect participation in business activities in competition with
      the
      Company. 

    


    6. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey, without reference to the choice of law principles
      thereof.

    


    7. Assignability.
      This
      Agreement is personal to the Executive and without the prior written consent
      of
      the Company shall not be assignable by the Executive other than by will or
      the
      laws of descent and distribution. This Agreement shall inure to the benefit
      of
      and be enforceable by the Executive’s legal representatives and heirs. This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns. The Company shall require any corporation, entity,
      individual or other person who is the successor (whether direct or indirect,
      by
      purchase, merger, consolidation, reorganization, or otherwise) to all or
      substantially all of the business and/or assets of the Company, to expressly
      assume and agree to perform, by a written agreement in form and substance
      reasonably satisfactory to the Executive, all of the obligations of the Company
      under this Agreement, prior to or contemporaneously with a Change of Control.
      As
      used in this Agreement, the term “Company” shall mean the Company as defined
      above and any successor to its business and/or assets as described herein which
      assumes and agrees to perform this Agreement by operation of law, written
      agreement, or otherwise.

    


    8. Waiver.
      This
      Agreement may not be changed or terminated without the prior written agreement
      of both the Company and the Executive. The waiver of any breach of any term
      or
      condition of this Agreement shall not be deemed to constitute the waiver of
      any
      breach of the same or any other term or condition of this
      Agreement.

    


    9. Severability.
      In the
      event any provision of this Agreement is found to be unenforceable or invalid,
      such provision shall be severable from this Agreement and shall not affect
      the
      enforceability or validity of any other provision of this Agreement. If any
      provision of this Agreement is capable to two constructions, one of which would
      render the provision void and the other that would render the provision valid,
      then the provision shall have the construction that renders it
      valid.

    


    
      
        
        

      

      
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    10. Additional
      Agreement.
      This
      Agreement is in addition to (and, except as specifically set forth herein,
      does
      not supercede or modify any of the provisions of) the Company’s employment
      agreement with the Executive and stock option plans and related award
      agreements, which shall remain in full force and effect. For the avoidance
      of
      doubt, certain stock options granted to the Executive may automatically vest
      under certain circumstances pursuant to the Company’s stock option plans or
      related award agreements even though no Change of Control has been commenced,
      publicly announced or occurred as contemplated hereby. This Agreement supersedes
      the provisions of Section 5(d) of the Company’s employment agreement with the
      Executive to the extent and only to the extent that such section addresses
      compensation to the Executive upon termination by Executive of his employment
      thereunder for Good Reason (as defined therein) following a Change in Control
      (as defined therein). 

    


    11.           Conditions
      to Payments.
      To be
      eligible to receive (and continue to receive) and retain the payments and
      benefits described in Section 2, the Executive must comply with the terms of
      any
      non-compete agreement or other restrictive covenants in favor of the Company
      and
      applicable to the Executive a the time of termination or resignation of
      Executive’s employment, and must execute and deliver to the Company an
      agreement, in form and substance satisfactory to the Company, effectively
      releasing and giving up all claims the Executive may have against the Company
      and its subsidiaries, shareholders, successors and affiliates (and each of
      their
      respective employees, officers, plans and agents) arising out of or based upon
      any facts or conduct occurring prior to that date, and reaffirming and agreeing
      to comply with the terms of this Agreement and any other agreement signed by
      the
      Executive in favor of the Company or any of its subsidiaries or affiliates.
      The
      agreement will be prepared by the Company and provided to the Executive at
      the
      time the Executive’s employment is terminated or as soon as administratively
      practicable thereafter. The Company will have no obligations to make the
      payments and/or provide the benefits specified in Section 2, unless and until
      the Executive signs and delivers the agreement described in this Section 11
      and
      all conditions to the effectiveness of the release and waiver (including but
      not
      limited to the expiration of any applicable time period to consider signing
      the
      agreement or to revoke acceptance without any action being taken to revoke
      acceptance or otherwise invalidate the agreement) have been
      satisfied.

    


    12.          Section
      409A.
      Notwithstanding anything to the contrary in this Agreement, if the Company
      determines (a) that on the date the Executive’s employment with the Company
      terminates or at such other time that the Company determines to be relevant,
      the
      Executive is a “specified employee” (as such term is defined under Section 409A
      of the Internal Revenue Code) of
      the
      Company and (b) that any payments to be provided to the Executive pursuant
      to this Agreement are or may become subject to the additional tax under Section
      409A(a)(1)(B)
      of the Code or any other taxes or penalties imposed under Section 409A
      of
      the Code (“Section 409A
      Taxes”)
      if provided at the time otherwise required under this Agreement, then such
      payments shall be delayed until the date (the “ Deferred Payment Date”) that is
      six months after the date of the Executive’s “separation from service” (as such
      term is defined under Section 409A
      of the
      Code) with the Company, or such shorter period that, as determined by the
      Company, is sufficient to avoid the imposition of Section 409A
      Taxes;
      it being understood that any payments so delayed shall become payable in the
      aggregate on the Deferred Payment Date.  It
      is the
      intent of the parties that the provisions of this Agreement comply with
      Section 409A of the Code and related regulations and Department of the
      Treasury pronouncements. Accordingly, notwithstanding any provision in this
      Agreement to the contrary, this Agreement will be interpreted, applied and
      to
      the minimum extent necessary, unilaterally amended by the Company in its sole
      discretion, without the consent of Executive, as the Company deems appropriate
      for the Agreement to satisfy the requirements of Section 409A and to avoid
      the imposition of Section 409A Taxes. Notwithstanding the foregoing, the Company
      shall not be liable for any taxes, penalties, interest or other costs that
      may
      arise under Section 409A or otherwise. 

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
      Date.

     

     

    
      	 	
              SYNTHEMED,
                INC:

              


              


              By: 
                /s/ Robert P.
                Hickey                                                       

                     
                Name/Title:   Robert
                P. Hickey

              President
                & CEO

              
                 
 

              

              


              


              


              EXECUTIVE:

              


               

              
/s/Eli
                Pines                                                                            
                
Eli
                Pines, PhD

               

            


    

    


    
      
        
        

      

      
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