ex10_1.htm


    
      
        
          

        
EXHIBIT 10.1

      


      EMPLOYMENT
AGREEMENT

       

      This
Employment Agreement (the "Agreement"), dated as of July 14, 2008, is made
by and between Rexahn Pharmaceuticals, Inc. (the "Company") and Rakesh (Rick)
Soni (the "Employee").

       

      W I T N E S S E T H :

       

      WHEREAS,
the Company desires to employ the Employee pursuant to the terms and conditions
contained in this Agreement; and

      


      WHEREAS,
the Employee desires to accept such employment pursuant to the terms and
conditions contained in this Agreement;

      


      NOW,
THEREFORE, in consideration of the premises, and of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as
follows:

      


      1.           Term.  The Employee's
employment under this Agreement shall commence on the date first written above,
and unless sooner terminated pursuant to Section 7 below, shall continue through
the first anniversary of such date (hereinafter, such period of employment is
referred to as the "Term").  Should the Employee's employment continue
beyond the Term, such employment shall become "at-will," unless the Company's
Board of Directors (the "Board") and the Employee agree to an extension of the
Term in a writing expressly referencing this Agreement.

      


      2.           Title.  During the Term,
the Employee will serve as the Chief Business Officer of the
Company.

      


      3.           Duties.  During the Term,
the Employee will be responsible for such duties and responsibilities as are
consistent with his position or past practices of the Company, or as may be
assigned to him from time to time by the Board.  The Employee agrees
to devote his full time, attention, skill, and energy to the duties set forth
herein and to the business of the Company, and to use his best efforts to
promote the success of the Company's business.

      


      4.           Reporting.  During the Term,
the Employee will report to the Chief Executive Officer of the Company (the
"CEO").

       

      5.           Location.  During the Term,
the Employee shall be based in the Company's Rockville, Maryland
offices.  However, the Employee acknowledges that in order to
effectively perform his duties, he will occasionally be required to travel for
business purposes.

       

      
        
           


        

        
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      6.           Compensation.

       

      (a)           Base
Salary.  During the Term, the Employee will receive an annual
base salary of $200,000 (the "Base Salary"), payable in accordance with the
Company's normal payroll practices as in effect from time to
time.  Such Base Salary shall be subject to periodic review, and may
be increased at the Board's sole discretion.

       

      (b)          Bonus and Stock
Options.  During the Term, the Employee shall be eligible to
receive an annual cash bonus for each fiscal year, as determined by the CEO
in his sole discretion.  Such annual bonus, as determined by the CEO
in its sole discretion, will not exceed 50% of the Base Salary.

       

      Any such
bonus must be paid to the Employee within sixty (60) days after the date the CEO
determines to award such bonus.  In order to receive any cash bonus
payable pursuant to this Section 6(b), the Employee must be actively
employed by the Company on the date on which such bonus is scheduled to be paid
to the Employee.

       

      During
the Term, the Employee shall be eligible for awards of options to purchase
shares of the Company's stock (the "Stock Options"), such Stock Options to be
awarded in the sole discretion of the Board and in accordance with the terms of
the Company's Stock Option Plan (the "Plan"), as the Plan may be amended,
suspended, or terminated from time to time.

       

      In
addition to the annual cash bonus and stock option awards set forth above,
additional bonus in the form of cash and/or stock in the Board's sole discretion
may be paid to the Employee.

       

      (c)          Vacation.  During
the Term, the Employee shall be entitled to vacation benefits in accordance with
the Company's vacation policy for management and officers.

       

      (d)          Benefits.  During
the Term, and provided that the Employee satisfies, and continues to satisfy,
any plan eligibility requirements, the Employee shall be entitled to participate
in, and receive benefits under, any retirement savings plan or welfare benefit
plan made available by the Company to similarly-situated employees, as such
plans may be in effect from time to time.

       

      (e)          Reimbursement of Business
Expenses.  The Company will reimburse the Employee for all
reasonable and properly-documented business-related expenses incurred or paid by
him in connection with the performance of his duties hereunder.

       

      (f)           Withholdings.  All
payments made under this Section 6, or under any other provision of this
Agreement, shall be subject to any and all federal, state, and local taxes and
other withholdings to the extent required by applicable law.

       

      
        
          
             


          

          
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      7.           Termination of
Employment.

       

      (a)          Due to
Death.  The Employee's employment with the Company will
automatically terminate immediately upon his death.

       

      (b)          Due to
Disability.  If the Employee incurs a "Disability" (as defined
below) during the Term, then the Board, in its sole discretion, shall be
entitled to terminate the Employee's employment immediately upon written notice
to the Employee of such decision.  For purposes of this Agreement,
"Disability" shall mean a physical or mental impairment that prevents the
Employee from performing the essential duties of his position, with or without
reasonable accommodation, for (i) a period of ninety (90) consecutive calendar
days, or (ii) an aggregate of ninety (90) work days in any six (6) month
period.  The determination of whether the Employee incurred a
Disability shall be made by the Board, in its sole discretion, after
consultation with the Employee's physician.

       

      (c)          By the
Board.  During the Term, the Board shall be entitled to
terminate the Employee's employment with or without "Cause" (as defined below)
by providing written notice to the Employee of such decision, provided that if
the Board terminates the Employee's employment without Cause (and not as a
result of a Disability), then the Board must provide at least thirty (30) days'
advance written notice of such decision to the Employee.  No advance
notice period is required for a termination by the Board with
Cause.  The Board reserves the right to withdraw any and all duties
and responsibilities from the Employee, and to exclude the Employee from the
Company's premises, during such 30-day notice period.  For purposes of
this Agreement, "Cause" shall mean (i) the commission by the Employee of an act
of malfeasance, dishonesty, fraud, or breach of trust against the Company or any
of its employees, clients, or suppliers, (ii) the breach by the Employee of any
of his obligations under this Agreement, or any other agreement between the
Employee and the Company, (iii) the Employee's failure to comply with the
Company's written policies; (iv) the Employee's failure, neglect, or
refusal to perform his duties under this Agreement, or to follow the lawful
written directions of the Board, (v) the Employee's indictment, conviction of,
or plea of guilty or no contest to, any felony or any crime involving moral
turpitude, (vi) any act or omission by the Employee involving dishonesty or
fraud or that is, or is reasonably likely to be, injurious to the financial
condition or business reputation of the Company, or that otherwise is injurious
to the Company's employees, clients, or suppliers, or (vii) the inability of the
Employee, as a result of repeated alcohol or drug use, to perform the duties
and/or responsibilities of his position.

       

      (d)          By the
Employee.  During the Term, the Employee shall be entitled to
terminate his employment with the Company by providing the Board with at least
thirty (30) days' advance written notice of such decision.  The
Company reserves the right to withdraw any and all duties and responsibilities
from the Employee, and to exclude the Employee from the Company's premises,
during such 30-day notice period.

       

      
        
          
          

        

        
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      8.           Compensation Upon
Termination of Employment.

       

      (a)          Termination By Reason of
Death or Disability.  If the Employee's employment is
terminated by reason of his death or Disability under Section 7(a) or 7(b)
above, then the Company shall pay to the Employee (or his estate, as
appropriate), within thirty (30) days of his termination date, (i) his then
current Base Salary through the termination date, and (ii) any accrued but
unused vacation days as of the termination date.  Thereafter, the
Company shall have no further obligations to the Employee.

       

      (b)          Termination by the Board
with Cause.  If the Employee's employment is terminated by the
Board with Cause under Section 7(c) above, then the Company shall pay to the
Employee, within thirty (30) days of his termination date, (i) his then
current Base Salary through the termination date, and (ii) any accrued but
unused vacation days as of the termination date.  Thereafter, the
Company shall have no further obligations to the Employee.

       

      (c)          Termination by the Board
without Cause.  Subject to Section 8(d) below, if the
Employee's employment is terminated by the Board without Cause (and not as a
result of a Disability) under Section 7(c) above, then the Company shall provide
the Employee with (i) a payment of his then current Base Salary through the
termination date within thirty (30) days of such termination date, (ii) a
payment for any accrued but unused vacation days as of the termination date,
within thirty (30) days of such termination date, (iii) a payment of a
pro-rata portion of the Employee's bonus for the fiscal year in which the
termination occurs, within thirty (30) days of such termination date, using the
assumption that the Employee would have received a bonus for that fiscal year
equal to 50% of his then current Base Salary (e.g., if one-third of the
fiscal year elapsed prior to the termination date, then the Employee would
receive one-third of his bonus, if any), (iv) a payment equal to his then
current Base Salary for a period of six months, payable within sixty (60) days
of such termination date, and (v) continued coverage under the Company's
health insurance plan for a period of eighteen months, provided that the
Employee makes a timely election to continue such coverage under the federal law
known as "COBRA" (such continued coverage to run concurrently with the Company's
obligations under COBRA and any other similar state law).  The
Company's obligations under clauses (iv) and (v) of this subsection shall be
subject to reimbursement by the Employee and be reduced by any compensation or
benefits actually earned or received by the Employee as an employee of or
consultant to any other entity during the six-month period following the date of
termination, as applicable, and the Employee shall be required, in good faith,
to seek other employment in a comparable position and to otherwise mitigate the
payments and benefits set forth under such clauses.  The payments and
benefits set forth under clauses (iii), (iv), and (v) of this subsection are
conditioned upon the Employee's execution of a customary general release, in a
form satisfactory to the Company.  Other than as set forth in this
subsection, the Company shall have no further obligations to the
Employee.

       

      (d)          Termination by the Board
Following a Change of Control.  If the Employee's employment is
terminated by the Board without Cause (and not as a result of death or a
Disability) under Section 7(c) above, and such termination date falls within the
one-year period immediately following a "Change of Control" (as defined in the
Company's Plan as in effect on the date hereof), then the Company shall provide
the Employee with (i) a payment of his then current Base Salary through the
termination date within thirty (30) days of such termination date, (ii) a
payment for any accrued but unused vacation days as of the termination date,
within thirty (30) days of such termination date, (iii) a payment of a
pro-rata portion of the Employee's bonus for the fiscal year in which the
termination occurs, within thirty (30) days of such termination date, using the
assumption that the Employee would have received a bonus for that fiscal year
equal to 50% of his then current Base Salary (e.g., if one-third of the
fiscal year elapsed prior to the termination date, then the Employee would
receive one-third of his bonus, if any), (iv) a payment of his then current
Base Salary for a period of one year, payable within sixty (60) days of such
termination date, and (v) continued coverage under the Company's health
insurance plan for a period of eighteen months, provided that the Employee makes
a timely election to continue such coverage under the federal law known as
"COBRA" (such continued coverage to run concurrently with the Company's
obligations under COBRA and any other similar state law).  The
Company's obligations under clauses (iv) and (v) of this subsection shall be
subject to reimbursement by the Employee and be reduced by any compensation or
benefits actually earned or received by the Employee as an employee of or
consultant to any other entity during the one-year period following the date of
termination, and the Employee shall be required, in good faith, to seek other
employment in a comparable position and to otherwise mitigate the payments set
forth under such clauses.  The payments set forth under clauses (iii),
(iv) and (v) of this subsection are conditioned upon the Employee's execution of
a customary general release, in a form satisfactory to the
Company.  The payments and benefits set forth in this Section 8(d) are
mutually exclusive of the payments and benefits set forth in Section 8(c)
above.  Other than as set forth in this subsection, the Company shall
have no further obligations to the Employee.

       

      
        
          
          

        

        
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      (e)          Termination by the
Employee.  If the Employee terminates his employment under
Section 7(d) above, then the Company shall pay to the Employee, within thirty
(30) days of his termination date, (i) his then current Base Salary through the
termination date, and (ii) any accrued but unused vacation days as of the
termination date.  Thereafter, the Company shall have no further
obligations to the Employee.

       

      9.           Confidential
Information.

       

      (a)          Non-Use and Non-Disclosure
of Confidential Information.  The Employee acknowledges that,
during the course of his employment with the Company, he will have access to
information about the Company and/or its subsidiaries and their clients and
suppliers, that is confidential and/or proprietary in nature, and that belongs
to the Company and/or its subsidiaries.  As such, at all times, both
during the Term and thereafter, the Employee will hold in the strictest
confidence, and not use or attempt to use except for the benefit of the Company
and/or its subsidiaries, and not disclose to any other person or entity (without
the prior written authorization of the Board) any "Confidential Information" (as
defined below).  Notwithstanding anything contained in this Section 9,
the Employee will be permitted to disclose any Confidential Information to the
extent required by validly-issued legal process or court order, provided that
the Employee notifies the Company and/or its subsidiaries immediately of any
such legal process or court order in an effort to allow the Company and/or its
subsidiaries to challenge such legal process or court order, if the Company
and/or its subsidiaries so elects, prior to the Employee's disclosure of any
Confidential Information.

       

      
        
          
          

        

        
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      (b)         No
Breach.  The Employee represents and warrants that he has not
and will not make unauthorized disclosure to the Company of any confidential
information or trade secrets of any third party or otherwise breach any
obligation of confidentiality to any third party.

       

      (c)          Definition of Confidential
Information.  For purposes of this Agreement, "Confidential
Information" means any confidential or proprietary information that belongs to
the Company and/or its subsidiaries, or any of their clients or suppliers,
including without limitation, technical data, market data, trade secrets,
trademarks, service marks, copyrights, other intellectual property, know-how,
research, business plans, product information, projects, services, client lists
and information, client preferences, client transactions, supplier lists and
information, supplier rates, software, hardware, technology, inventions,
developments, processes, formulas, designs, drawings, marketing methods and
strategies, pricing strategies, sales methods, financial information, revenue
figures, account information, credit information, financing arrangements, and
other information disclosed to the Employee by the Company and/or its
subsidiaries in confidence, directly or indirectly, and whether in writing,
orally, or by electronic records, drawings, pictures, or inspection of tangible
property.  "Confidential Information" does not include any of the
foregoing information that has entered the public domain other than by a breach
of this Agreement.

       

      10.         Return of
Company Property.  Upon the
termination of the Employee's employment with the Company (whether upon the
expiration of the Term or thereafter), or at any time during such employment
upon request by the Board, the Employee will promptly deliver to the Board (or
its representative) and not keep in his possession, recreate, or deliver to any
other person or entity, any and all property that belongs to the Company and/or
its subsidiaries, or that belongs to any other third party and is in the
Employee's possession as a result of his employment with the Company, including
without limitation, computer hardware and software, pagers, PDA's, Blackberries,
cell phones, other electronic equipment, records, data, client lists and
information, supplier lists and information, notes, reports, correspondence,
financial information, account information, product information, files,
electronically-stored information, and other documents and information,
including any and all copies of the foregoing.

       

      11.         Intellectual
Property.

       

      (a)          Prior
Inventions.  Except as disclosed to the Board in writing,
contemporaneous with the Employee's execution of this Agreement (which writing
describes with particularity all inventions, original works of authorship,
developments, improvements, and trade secrets that were made by the Employee
prior to the commencement of his employment with the Company, that belong solely
to the Employee or belong to the Employee jointly with others (subject to the
restriction in Section 9(b)) (collectively referred to as "Prior
Inventions"), that relate in any way to any of the Company's and/or its
subsidiaries' actual or proposed businesses, products, services, or research and
development, and that are not assigned to the Company and/or its subsidiaries
herein), the Employee represents that there are no Prior
Inventions.  If in the course of the Employee's employment with the
Company (whether during the Term or thereafter), he incorporates into any
Company's or its subsidiaries' product, process, service, or machine, a Prior
Invention owned by the Employee or in which he has an interest, then the Company
is hereby granted and shall have a non-exclusive, royalty-free, irrevocable,
perpetual, worldwide license (with the right to sublicense) to make, have made,
copy, modify, make derivative works of, use, sell, and otherwise distribute such
Prior Invention as part of, or in connection with, such product, process,
service, or machine.

       

      
        
          
          

        

        
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      (b)          Assignment of
Inventions.  The Employee will promptly make full written
disclosure to the Board, will hold in trust for the sole right and benefit of
the Company, and hereby assigns to the Company or its designee, all his right,
title, and interest throughout the world in and to any and all inventions,
original works of authorship, developments, concepts, know-how, improvements, or
trade secrets, whether or not patentable or registerable under copyright or
similar laws, that he may solely or jointly conceive or develop or reduce to
practice, or cause to be developed or reduced to practice, during his employment
with the Company (whether during the Term or thereafter) that (i) relate at the
time of conception, development, or reduction to practice to the actual or
demonstrably proposed business or research and development activities of the
Company and/or its subsidiaries, (ii) result from or relate to any work
performed for the Company and/or its subsidiaries, whether or not during normal
business hours, or (iii) are developed through the use of Confidential
Information (collectively referred to as "Inventions").  The Employee
further acknowledges that all Inventions that are made by him (solely or jointly
with others) within the scope of and during the period of his employment with
the Company and/or its subsidiaries (whether during the Term or thereafter) are
"works made for hire" (to the greatest extent permitted by applicable law) and
are compensated by his salary, unless regulated otherwise by law.

       

      (c)          Maintenance of Invention
Records.  The Employee will keep and maintain adequate and
current written records of all Inventions made by him (solely or jointly with
others) during his employment with the Company and/or its subsidiaries (whether
during the Term or thereafter).  The records may be in the form of
notes, sketches, drawings, flow charts, electronic data or recordings,
laboratory notebooks, or any similar format.  The records will be
available to and remain the sole property of the Company and its subsidiaries at
all times.  The Employee will not remove such records from the
Company's or its subsidiaries' business premises except as expressly permitted
by Company policy that may, from time to time, be revised at the sole discretion
of the Company.

       

      (d)          Further
Assistance.  The Employee will assist the Company or its
designee, at the Company's expense, in every way to secure the Company's rights
in any Inventions and any copyrights, patents, trademarks, trade secrets, moral
rights, or other intellectual property rights relating thereto in any and all
countries, including without limitation, the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments, records, and all other
instruments that the Company shall deem necessary in order to apply for, obtain,
maintain, and transfer such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees the sole and exclusive rights,
title, and interest in and to such Inventions, and any copyrights, patents,
trademarks, trade secrets, moral rights, or other intellectual property rights
relating thereto.  The Employee acknowledges that his obligation to
execute, or cause to be executed, when it is in his power to do so, any such
instrument or papers shall continue after the termination of his employment with
the Company until the expiration of the last such intellectual property right in
any country.  If the Company is unable, because of the Employee's
mental or physical incapacity or unavailability for any other reason, to secure
his signature to apply for or to pursue any application for any patents or
copyright registrations covering Inventions assigned to the Company above, then
the Employee hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as his agent and attorney in fact, to act for and
in his behalf and stead to execute and file any such applications and to do all
other lawfully-permitted acts to further the application for, prosecution,
issuance, maintenance, or transfer of letters patent or copyright registrations
thereon with the same legal force and effect as if originally executed by the
Employee.  The Employee hereby waives and irrevocably quitclaims to
the Company and/or its subsidiaries any and all claims, of any nature
whatsoever, that he now or hereafter has for infringement of any and all
Inventions assigned to the Company and/or its subsidiaries.

       

      
        
          
          

        

        
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      12.         No Prior
Restrictions.  The Employee
represents and warrants that his employment with the Company will not violate,
or cause him to be in breach of, any obligation or covenant made to any former
employer or other third party, and that during the course of his employment with
the Company (whether during the Term or thereafter), he will not take any action
that would violate or breach any legal obligation that he may have to any former
employer or other third party.

       

      


      13.         No
Interference with Employees and Customers.  The Employee
agrees that, during the Employee's employment with the Company and for a period
of twelve (12) months immediately thereafter, the Employee will not, directly or
indirectly through another entity, for himself or any other person or entity,
(i) induce or solicit, or attempt to induce or solicit, any employee or
independent contractor of the Company or its subsidiaries (or any individual who
was employed or engaged by the Company or its subsidiaries during the one-year
period immediately before the termination of the Employee's employment) to leave
the employment of, or to cease his or her contracting relationship with, the
Company or its subsidiaries, (ii) interfere in any way with the employment
relationship between the Company or its subsidiaries or their employees and
independent contractors, (iii) hire or engage any employee or independent
contractor of the Company or its subsidiaries (or any individual who was
employed or engaged by the Company or its subsidiaries during the one-year
period immediately before the termination of the Employee's employment), or
(iv) induce or attempt to induce any customer, supplier, licensee or other
business relation of the Company or its subsidiaries to cease doing business
with the Company or its subsidiaries, or in any way interfere with the
relationship between any such customer, supplier, licensee or business relation
and the Company or its subsidiaries.

       

      
        
          
          

        

        
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      14.         Non-Disparagement.  Both during and
after the Employee's employment with the Company, the Employee will not
disparage, portray in a negative light, or take any action that would be harmful
to, or lead to unfavorable publicity for, the Company or any of its current or
former clients, suppliers, officers, directors, employees, agents, consultants,
contractors, owners, parents, subsidiaries, or divisions, whether in public or
private, including without limitation, in any and all interviews, oral
statements, written materials, electronically-displayed materials, and materials
or information displayed on Internet-related sites.

      


      15.         Equitable
Relief.  The Employee acknowledges that the remedy at law for
his breach of Sections 9, 10, 11, 13, and 14 above will be inadequate, and that
the damages flowing from such breach will not be readily susceptible to being
measured in monetary terms.  Accordingly, upon a violation of any part
of such sections, the Company shall be entitled to immediate injunctive relief
(or other equitable relief) and may obtain a temporary order restraining any
further violation.  No bond or other security shall be required in
obtaining such equitable relief, and the Employee hereby consents to the
issuance of such equitable relief.  Nothing in this Section 15 shall
be deemed to limit the Company's remedies at law or in equity for any breach by
the Employee of any of the parts of Sections 9, 10, 11, 13, and 14 which may be
pursued or availed of by the Company.

      


      16.         Judicial
Modification.  The Employee
acknowledges that it is the intent of the parties hereto that the restrictions
contained or referenced in Sections 9, 10, 11, 13, and 14 above be enforced to
the fullest extent permissible under the laws of each jurisdiction in which
enforcement is sought.  If any of the restrictions contained or
referenced in such Sections is for any reason held by an arbitrator or court to
be excessively broad as to duration, activity, geographical scope, or subject,
then such restriction shall be construed, judicially modified, or "blue
penciled" in such jurisdiction so as to thereafter be limited or reduced to the
extent required to be enforceable in such jurisdiction under applicable
law.

      


      17.         Arbitration.  Other than
actions seeking injunctive relief to enforce the provisions of Sections 9, 10,
11, 13, and 14 above (which actions may be brought by the Company in a court of
appropriate jurisdiction), any dispute or controversy between the parties
hereto, whether during the Term or thereafter, including without limitation,
matters relating to this Agreement, the Employee's employment with the Company
and the cessation thereof, and all matters arising under any federal, state, or
local statute, rule, or regulation, or principle of contract law or common law,
including but not limited to any and all medical leave statutes, wage-payment
statutes, employment discrimination statutes, and any other equivalent federal,
state, or local statute, shall be settled by arbitration administered by the
American Arbitration Association ("AAA") in Washington, D.C. pursuant to the
AAA's National Rules for the Resolution of Employment Disputes (or their
equivalent), which arbitration shall be confidential, final, and binding to the
fullest extent permitted by law.  Each party hereto shall be
responsible for paying one-half of the cost of the arbitration (including the
cost of the arbitrator), and all of the cost of its own attorneys' fees and
costs, incurred under this Section 18, unless otherwise apportioned by the
arbitrator in accordance with applicable law.

       

      
        
          
          

        

        
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      18.         Notices.  All notices and
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered and received by the other
party, or when sent by recognized overnight courier to the following
addresses:

       

      If to the
Company:

      9620
Medical Center Drive

      Rockville,
Maryland 20850

      Attention:  Secretary

      


      If to the
Employee:

      


      Rakesh
(Rick) Soni

      3 Black
Stallion Court

      Germantown,
Maryland 20874;

      


      or to
such other address as either party hereto will have furnished to the other in
writing in accordance with this Section 18, except that such notice of change of
address shall be effective only upon receipt.

      


      19.         Severability.  In the event that
any of the provisions of this Agreement, or the application of any such
provisions to the Employee or the Company with respect to obligations hereunder,
is held to be unlawful or unenforceable by any court or arbitrator, the
remaining portions of this Agreement shall remain in full force and effect and
shall not be invalidated or impaired in any manner.

       

      20.         Waiver.  No waiver by any
party hereto of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of any other term or covenant contained in this Agreement.

       

      21.         Entire
Agreement.  This Agreement
contains the entire agreement between the Employee and the Company with respect
to the subject matter of this Agreement, and supersedes any and all prior
agreements and understandings, oral or written, between the Employee and the
Company with respect to the subject matter of this Agreement.

       

      22.         Amendments.  This Agreement
may be amended only by an agreement in writing signed by the Employee and an
authorized representative of the Company (other than the Employee).

       

      
        
          
          

        

        
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      23.         Section 409A
Provisions

       

      (a)           Six-Month Wait for Key
Employees Following Separation from Service.  To the extent
that any amount payable under this Agreement constitutes an amount payable under
a "nonqualified deferred compensation plan," as defined in Internal Revenue Code
Section 409A ("Section 409A"), following a "separation from service," as defined
in Section 409A, then, notwithstanding any other provision in this Agreement to
the contrary, such payment will not be made until the date that is six months
following the Employee's "separation from service," but only if the Employee is
then deemed to be a "specified employee" under Section 409A.

       

      (b)          Necessary Amendments Due to
Section 409A.  The parties hereto acknowledge that the
requirements of Section 409A are still being developed and interpreted by
government agencies, that certain issues under Section 409A remain unclear at
this time, and that the parties hereto have made a good faith effort to comply
with current guidance under Section 409A.  Notwithstanding anything in
this Agreement to the contrary, in the event that amendments to this Agreement
are necessary in order to comply with future guidance or interpretations under
Section 409A, including amendments necessary to ensure that compensation will
not be subject to Section 409A, the Employee agrees that the Company shall be
permitted to make such amendments, on a prospective and/or retroactive basis, in
its sole discretion.

       

      24.         Successors
and Assigns.  Because the
Employee's obligations under this Agreement are personal in nature, the
Employee's obligations may only be performed by the Employee and may not be
assigned by him.  This Agreement is also binding upon the Employee's
successors, heirs, executors, administrators, and other legal representatives,
and shall inure to the benefit of the Company and its subsidiaries, successors,
and assigns.

       

      25.         Consultation
with Counsel.  The Employee
acknowledges that he has had a full and complete opportunity to consult with
counsel of his own choosing concerning the terms, enforceability, and
implications of this Agreement.

       

      26.         No Other
Representations.  The Employee
acknowledges that the Company has made no representations or warranties to the
Employee concerning the terms, enforceability, or implications of this Agreement
other than as reflected in this Agreement.

       

      27.         Headings.  The titles and
headings of sections and subsections contained in this Agreement are included
solely for convenience of reference and will not control the meaning or
interpretation of any of the provisions of this Agreement.

       

      28.         Counterparts.  This Agreement
may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, and such counterparts shall together constitute but
one agreement.

       

      
        
          
          

        

        
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      29.         Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to its
conflict of laws principles.

       

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

       

      
        	REXAHN
      PHARMACEUTICALS, INC. 	 	RAKESH (RICK)
      SONI
	 	 	 
	 	 	 
	By: /s/ Chang H.
      Ahn	 	/s/ Rakesh
      Soni   
	Name:  Chang H.
      Ahn 	 	Signature
	Title:    Chairman
      & CEO	 	 


      

       

       

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