Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2016, by and between Rising Pharmaceuticals,
Inc., a Delaware corporation (“Company”), and Vimal Kavuru (“Executive”).  All
capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement
(as defined below). This Agreement is the Employment Agreement contemplated by the Product Purchase Agreement.


 


W I T N E S S E T H:


 


WHEREAS, concurrently
with the execution of this Agreement, Citron Pharma LLC, a New Jersey limited liability company (“Seller I”),
Lucid Pharma LLC, a New Jersey limited liability company (“Seller II” and together with Seller I, “Sellers”),
Aceto Corporation, a New York corporation (“Parent”), Romeo Charlie Acquisition I, LLC, a Delaware limited liability
company and an indirect wholly-owned Subsidiary of Parent (“Purchaser I”), Romeo Charlie Acquisition II, LLC,
a Delaware limited liability company and an indirect wholly-owned Subsidiary of Parent (“Purchaser II” and together
with Purchaser I, “Purchasers”), the direct and indirect equity holders of Sellers named on the signature pages
thereto and their agent have entered into that certain Product Purchase Agreement, of even date herewith (as the same may be amended,
supplemented or waived from time to time, the “Product Purchase Agreement”);


 


WHEREAS, the
Product Purchase Agreement provides for, among other things, the sale of the Purchased Products and Related Assets by Seller I
and Seller II to Purchaser I and Purchaser II and the assumption of the Assumed Liabilities by the Purchasers;


 


WHEREAS, Purchaser
I and Purchaser II are wholly-owned subsidiaries of Company, which in turn is a wholly-owned subsidiary of Parent;


 


WHEREAS, Executive
is an executive officer of Seller I and Seller II;


 


WHEREAS, Company
desires to hire Executive to serve as the President of Company in accordance with the terms and conditions of this Agreement, effective
upon the Closing provided for under the Product Purchase Agreement (the “Effective Time);


 


WHEREAS, Executive
desires to serve as the President of Company in accordance with the terms and conditions of this Agreement, effective as of the
Effective Time; and


 


WHEREAS, the
execution, delivery and performance of this Agreement by the respective parties hereto is an inducement to Parent’s and Purchasers’
entering into, and without which Parent and Purchasers would not have entered into, the Product Purchase Agreement or agreed to
consummate the transactions contemplated thereby.


 




     


     


    

 


NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, and to provide the inducements
set forth above, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.           Employment.  Company
hereby offers employment to Executive in accordance with the terms and conditions set forth herein, and Executive hereby accepts
such employment, in each case on the date hereof. Such employment shall commence immediately as of the Effective Time, without
further notice, or on such other date that is mutually agreed to in writing by Company and Executive, upon the terms and conditions
set forth herein.


 


2.           Duties.  


 


2.1           Position.  During
the Term, Executive will be employed as President of Company and shall have the duties and responsibilities assigned by Company
from time to time consistent with that position.  Executive shall perform faithfully and diligently all duties assigned
to Executive.  Company reserves the right to modify Executive’s position and duties at any time in its sole and
absolute discretion; provided, that (a) the duties assigned to Executive are consistent with the position of a senior executive,
and (b) Executive continues to report solely and exclusively directly to an executive committee of Company, which shall consist
of the Chief Executive Officer of Parent, the Chief Operating Officer of Parent and Executive (the “Executive Committee”).


 


2.2           Best
Efforts/Full-time.  Executive will expend Executive’s reasonable efforts on behalf of Company, and will abide
by all policies of Company applicable to Company’s and Parent’s executives generally and all decisions made by the
Executive Committee, all in accordance with applicable federal, state and local laws, regulations and ordinances.  Consistent
with Executive’s fiduciary duties to Company, its stockholder and Parent’s stockholders, Executive will act in the
best interest of Company, Parent and all of Parent’s other Subsidiaries at all times.  Executive shall devote Executive’s
full business time and efforts to the performance of Executive’s assigned duties for Company; provided, that nothing
herein shall preclude Executive, (a) subject to prior approval of the Executive Committee, from serving on the boards of directors
of other for-profit companies, (b) subject to Executive providing prior notice to the Executive Committee, from engaging in charitable
activities including, serving on the boards of directors of non-profit organizations, (c) without prior notice to or approval from
the Executive Committee, from managing Executive’s and his family’s affairs (for the purposes of clarity), and (d)
without prior notice to or approval from the Executive Committee, from engaging in the Permitted Activities, so long as, in the
case of clauses (a), (b), (c) and (d) of this Section 2.2, Executive spends no more than twenty percent (20%) of his professional
time devoted to the Permitted Activities and the other activities described in clauses (a), (b) and (c) of this Section 2.2,
and so long as, in each case, and in the aggregate, such service and management is in accordance with Company’s policies
governing such activities.  “Permitted Activities” shall mean owning and/or operating entities in
the following: (i) the research and development business, including Cronus Research Labs Pvt Ltd (so long as Executive’s
ownership and/or operation of entities in such business does not conflict with Section 8.1(a) and such business does not
compete with the Company Group’s products that are commercialized, under development, being investigated or contemplated
development or in the Company Group’s pipeline (launched or unlaunched)); (ii) the branded pharmaceuticals, branded and generic
injectables and orphan drugs business, including Casper Pharma LLC; (iii) the veterinary pharmaceutical business, including Cronus
Pharma LLC, with respect to veterinary products for which the intended use is the veterinary market; provided that no such
products shall be sold in the human health market; (iv) the oncology and critical care business, including Celon Labs Pvt Ltd;
(v) the development, manufacturing and marketing of oncology and hormonal products business, including Eugia Specialties Pvt Ltd;
or (vi) the development, manufacturing and marketing of rare and orphan disease drugs business, including 505b2 and including Grace
Therapeutics.      


 




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2.3           Other
Positions.  If requested by Company, Executive shall serve as a director, manager or officer of any Subsidiary of
Parent or Company for no additional compensation, provided, that the duties assigned as such officer or employee are consistent
with the position of a senior executive.


 


2.4           Compliance
with Company Policies.  Executive shall be in conformance and comply with all Company and Parent policies, rules
and regulations governing benefits and the conduct of their respective employees, now in effect, or as subsequently adopted or
amended, including, but not limited to, Parent’s Code of Business Conduct and Ethics, Parent’s Corporate Trading Policy
and Parent’s Anti Bribery and Anti-Corruption Policy.


 


2.5           Work
Location.  Executive’s services shall be performed principally at 2 Tower Center Blvd #1101, East Brunswick,
NJ 08816. However, from time to time, Executive may be required by his job responsibilities to travel on Company business, and
Executive agrees to do so.  Executive shall not be required to relocate more than fifty (50) miles from East Brunswick,
New Jersey unless Company relocates its corporate headquarters, in which event Executive may be required to relocate to or near
such location.


 


3.           Term.  The
employment relationship pursuant to this Agreement shall be for a term commencing at the Effective Time and continuing for a term
of eighteen (18) months from the Effective Time (the “Term”), unless sooner terminated in accordance with Section
7 below.  It is understood and agreed that, for purposes of this Agreement, the non-renewal of this Agreement by
either party shall not be deemed to be a termination of Executive’s employment hereunder without “Cause” (as
defined in Subsection 7.1 hereof) or a voluntary termination of this Agreement by Executive without “Good Reason”
(as defined in Subsection 7.2 hereof).


 


4.           Compensation.  As
compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a salary at
the annualized rate of $400,000 (the “Salary”), payable in substantially equal installments in accordance with
Company’s normal payroll practices as in effect from time to time.  Company shall deduct from each such installment
all amounts required to be deducted or withheld under applicable law or under any employee benefit plan or program in which Executive
participates.


 




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5.           Benefits.


 


5.1           Customary
Benefits.  Executive will be eligible for all customary and usual welfare and retirement benefits generally available
to executives of Company (consisting of 401(k), health, and other welfare benefit plans) subject to the terms and conditions of
Company’s benefit plan documents.  Company reserves the right to change or eliminate the benefits generally available
to executives of Company on a prospective basis, at any time and from time to time.


 


5.2           Paid
Time Off.  Executive shall be entitled to paid vacation, holidays, personal days and sick leave in accordance with
the policies, programs and practices of Company in effect from time to time.  Such vacation shall be taken at such intervals
as shall be appropriate and consistent with the proper performance of Executive’s duties hereunder.  


 


6.           Business
Expenses.  Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance
of Executive’s duties on behalf of Company.  To obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with Company’s policies.


 


7.           Termination
of Executive’s Employment.


 


7.1         Termination
for Cause by Company.  Although Company anticipates a mutually rewarding employment relationship with Executive,
Company may terminate Executive’s employment immediately at any time for Cause.  Executive shall provide immediate
(and in no event later than forty eight (48) hours) written notice to the Company and to Parent as soon as he learns of any event,
act, omission or development which could serve as the basis for “Cause” as defined in Subsection 7.1(e) below.  For
purposes of this Agreement, “Cause” is defined as:


 


(a)          Executive’s
theft, dishonesty, or falsification of any documents or records of the Company, or Parent or any of its Subsidiaries and Affiliates
(collectively, the “Company Group”);


 


(b)          Executive’s
disclosure of any confidential or proprietary information of the Company Group, or Executive’s improper use of any such information;


 


(c)          Executive’s
material neglect, refusal or intentional failure to perform any reasonable assigned duties consistent with Executive’s position
with Company after written notice from Company of, and a reasonable opportunity (not to exceed 30 days) to cure, such failure;


 


(d)          (i)
any material breach by Executive of this Agreement or any material breach (other than by Parent or a Purchaser) of the Product
Purchase Agreement, the Restricted Covenants Agreement, the Stockholders’ Rights Agreement or the Voting Agreement, or (ii)
any willful material breach of the Joint Development Definitive Agreements, in the case of (i) or (ii), which is not cured (or
for which indemnification for such breach is not provided or is otherwise not mutually resolved) after written notice from the
applicable member of the Company Group of, and a reasonable opportunity (not to exceed thirty (30) days) to cure, such breach;


 




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(e)          (i)
Executive’s being charged with, arrested for, indicted for, or convicted (including any plea of guilty or nolo contendere)
of, any (A) felony; (B) misdemeanor evidencing moral turpitude; (C) crime of embezzlement, fraud, or self-dealing; or (D) other
criminal act which, in the case of this clause (D) only, causes material injury to the customer relations, operations, or business
prospects of any member of the Company Group, or (ii) Executive, any Seller, any Member or any current or former employee, director
or officer of either Seller (A) being charged with, arrested for, indicted for or convicted (including any plea of guilty or nolo
contendere) of, or advised (orally or in writing) by a Governmental Authority that he or she is a “subject” or
“target” or named in a subpoena, in connection with any criminal matter relating to the Business, (B) being referenced
by name in any federal or state grand jury subpoena duces tecum (other than as a custodian of records) following the date
hereof in connection with any criminal or grand jury investigation matter relating to the Business, (C) settling (which settlement
involves the payment of money or any other sanction, whether or not including an admission of wrongdoing), entering into a consent
decree, corporate integrity agreement, or similar arrangement with a Governmental Authority in connection with any criminal matter
relating to the Business or (D) entering into discussions or negotiations with a Governmental Authority with a view towards settling
a claim of unlawful activity by the Executive or Seller I (expressly provided that nothing in this clause (D) limits Executive’s
ability to (x) communicate with or provide any information to a Governmental Authority where such disclosure is made or information
is provided in response to a subpoena, other legal process or valid governmental inquiry or otherwise required by law, or (y) self-report
any activity to a Governmental Authority);


 


(f)           Executive’s
repeated and intemperate use of alcohol or illegal drugs which materially interferes with the performance of his obligations under
this Agreement;


 


(g)          Executive’s
holding of a direct or indirect financial interest (including but not limited to a joint venture) in or with an existing or prospective
supplier, vendor, distributor or customer of any member of the Company Group, without disclosure and written approval from the
Executive Committee; provided, however, the foregoing shall not apply to (i) the ownership of less than two percent
(2%) of any supplier, vendor, distributor or customer of Company that is a public company and whose securities are traded on a
national securities exchange or (ii) any of the Permitted Activities;


 


(h)          the
material, consistent and willful failure or refusal of Executive to conform to any reasonable and lawful customary governance standards
of any member of the Company Group, which are made known, in writing, to Executive, where such material, consistent and willful
failure (x) causes a material loss or damage to any member of the Company Group, and (y) is not cured after such written notice
and a reasonable opportunity (not to exceed 30 days) to cure are provided;


 


(i)           Executive’s
commission of any willful or intentional act (excluding lawful, ordinary course business decisions of Executive) which materially
injures the reputation, business or business relationships of the Company Group;


 


(j)           Executive’s
material breach of his obligations under Section 8.2, or if any of the statements contained therein cease at any time (before
or during the Term) for any reason to be true, correct and complete in any respect; or


 




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(k)          Executive’s
failure to provide Company with at least one hundred eighty (180) days’ advance written notice prior to the eighteen (18)
month anniversary of the Closing of his voluntary resignation without Good Reason, in each case, in accordance with Subsection
7.3.


 


In the event Executive’s
employment is terminated in accordance with this Subsection 7.1, Executive shall be entitled to receive only the Salary
then in effect, prorated to the date of termination.  All other Company obligations to Executive pursuant to this Agreement
will become automatically terminated and completely extinguished.  


 


7.2         Termination
Without Cause by Company/Termination by Executive For Good Reason.  Company may terminate Executive’s employment
under this Agreement without Cause at any time on advance written notice to Executive or Executive may resign for Good Reason subject
to the notification requirements and Cure Period (as defined below), in each case as set forth below.  In the event of
such termination, Executive will receive the full amount of the Salary prorated through the end of the Term, payable in equal installments
in accordance with the Company’s normal payroll practices as in effect from time to time, and none of the Company Group shall
have any other obligation to make any payments (or provide any benefits) to Executive upon such termination, except as required
by applicable law and/or the terms of Company’s benefit plans and programs in which Executive participates.  Each
payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under
this Agreement is to be treated as a right to a series of separate payments.  For purposes of this Agreement, “Good
Reason” is defined as any one or more of the following without Executive’s prior written consent:


 


(a)          a
material diminution in the Executive's authority, duties, or responsibilities (other than temporarily while the Executive is physically
or mentally incapacitated, as required by applicable law or based on implementation of Parent’s policies and codes of conduct);


 


(b)          the
relocation of the principal place of Executive’s service to a location that is more than fifty (50) miles from East Brunswick,
New Jersey;


 


(c)          any
material failure by Company to pay Executive’s Salary in effect when due and subject to a cure period of not more than fourteen
(14) days from the date such payment is due;


 


(d)          any
material diminution of Executive’s Salary from the rate then in effect, other than as part of an across-the board reduction
in the base salary of Company’s executives, provided that the diminution of Executive’s Salary is no greater (on a
percentage basis) than the reduction in salary (on a percentage basis) of any such other executive; or


 


(e)          the
failure of the stockholders of Parent to elect or re-elect Executive to the Parent Board at any annual or special meeting of the
stockholders of Parent occurring after January 1, 2017, for which Executive has been nominated for election to the Parent Board
(unless he is thereafter otherwise elected to the Parent Board within sixty (60) days after such meeting).


 




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Good Reason shall not
exist unless Executive notifies Company in writing of the existence of the applicable condition specified above not later than
ninety (90) days after the initial existence of the condition, and Company fails to remedy such condition within thirty (30) days
after receipt of such notice, except in the case of a failure to pay pursuant to Subsection 7.2(c) above, for which Company
shall have only fourteen (14) days to remedy such condition (the “Cure Period”).  In the event Company
fails to remedy the condition constituting Good Reason during the applicable Cure Period, Executive’s resignation for Good
Reason must occur, if at all, within thirty (30) Business Days following the expiration of the Cure Period.  


 


7.3         Voluntary
Resignation by Executive Without Good Reason, Termination of Employment due to Executive’s death or Disability.  Executive’s
employment under this Agreement shall terminate automatically upon Executive’s death, in which case Company’s sole
obligation shall be to pay to Executive’s estate Executive’s Salary prorated through his date of death and no other
amount, except as required by applicable law and/or the terms of Company’s benefit plans and programs in which Executive
participates.  Company may terminate Executive’s employment under this Agreement due to Executive’s Disability
and Executive may voluntarily resign Executive’s position with Company without Good Reason at any time, on ninety (90) days’
advance written notice following the eighteen (18) month anniversary of the Closing (and the effectiveness of such voluntary resignation
may be accelerated by Company in its sole and absolute discretion).  In the event of such termination or resignation,
Executive will be entitled to receive only the Salary in effect immediately prior to such resignation or termination, prorated
to the expiration of the ninety (90) day notice period (or to the date of termination, in the event of termination due to Disability)
and no other amount, except as required by applicable law and/or the terms of Company’s benefit plans and programs in which
Executive participates.  All other Company obligations to Executive pursuant to this Agreement will be automatically
terminated and completely extinguished.  For purposes of this Agreement “Disability” is defined as
Executive’s physical or mental illness, injury or infirmity which prevents Executive from performing Executive’s material
duties for a period of (A) ninety (90) consecutive calendar days or (B) an aggregate of ninety (90) calendar days out of any consecutive
six (6) month period, in each case, which is certified in writing by one (1) doctor, which doctor shall be reasonably acceptable
to Company.


 


7.4         Termination
of Employment Upon Expiration of Term.  Except as set forth in Section 14, this Agreement will expire as of,
Executive’s employment with Company will terminate as of, and Executive will only be entitled to Executive’s Salary
then in effect paid through, in each case, the last day of the Term unless this Agreement is renewed or the Term is otherwise extended
pursuant to a mutual agreement in writing by Company and Executive.  On the last day of the Term (absent such mutual
agreement), all other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely
extinguished, except as provided in Subsection 10.10 of this Agreement.


 


7.5         Removal
from any Boards and Positions.  If Executive’s employment is terminated by Company for Cause or by Executive
without Good Reason, then Executive shall be deemed to, and shall, resign (i) from any board or other governing body to which
he has been appointed or nominated by or on behalf of the Company Group, and (ii) from any position with the Company Group, including,
but not limited to, as an officer of any member of the Company Group.


 




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7.6         Continuation
of Services.  It is understood and agreed that, upon Company’s request upon the expiration of the Term or within
thirty (30) days thereafter, Executive and Company may enter into a mutually acceptable consulting agreement (the “Consulting
Agreement”).  It is further understood and agreed that, if Executive’s employment with Company continues
after the expiration of the Term, then, unless Executive and Company enter into a written agreement extending the Term hereunder
or Executive and Company enter into the Consulting Agreement or a subsequent written employment agreement, Executive’s employment
with Company following the expiration of the Term shall be “at-will” and may be terminated by Company or Executive
at any time for any reason or no reason.  For the avoidance of doubt, in the event that Executive becomes an at-will
employee of Company, none of the Company Group shall have any obligations to make any payments (or provide any benefits) to Executive
upon termination of such at-will employment (for any reason or no reason), except as required by applicable law and/or the terms
of Company’s benefit plans and programs in which Executive participates.  


 


8.           No
Conflict of Interest; No Exclusion, Debarment, or Suspension.  


 


8.1         No
Conflict of Interest.  During the Term and for any period of continued service thereafter, Executive shall not engage
in any work, paid or unpaid, that creates an actual or potential conflict of interest with the Company Group.  Such work
shall include, but is not limited to, directly or indirectly competing with the Company Group in any way, or acting as an officer,
director, employee, consultant, stockholder (other than as a passive owner of not more than two percent (2%) of the outstanding
securities of a public company), lender, or agent of any business enterprise of the same nature as, or which is in direct competition
with, the business in which the Company Group is now engaged or in which any member of the Company Group becomes engaged during
the Term and for any period of continued service thereafter, as determined by Company in good faith in its sole discretion; provided
that Executive shall be permitted to participate in the Permitted Activities.  If Company reasonably and in good faith
believes such a conflict exists during the term of this Agreement, Company may ask Executive to choose to discontinue the other
work or resign employment with Company.  During the Term, if Executive is presented with, identifies, or becomes able
to pursue, an opportunity to develop an oral solid dosage generic product (other than rare or orphan disease drugs), then Executive
shall have the duty to, and shall, first present in a reasonable manner that opportunity to the Company to develop and commercialize
such product, and not to any of his other Permitted Activities; if the Company declines to pursue that opportunity, then, so long
as otherwise permitted to do so under Sections 2.2 and 9, the entities listed in Section 2.2 may pursue such opportunity
and it will not constitute a breach hereunder.


 




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8.2         No
Exclusion, Debarment, or Suspension.  Executive hereby certifies that he: (a) has not been and is not currently excluded
pursuant to 42 U.S.C. §1320a-7 or similar exclusion authority, and has not been and is not currently debarred, suspended,
or otherwise ineligible to participate in any federal health care program as that term is defined in 42 U.S.C. §1320a-7b(f);
(b) has not been convicted of a criminal offense or been fined in relation to the provision of health care items or services or
any other offense that may lead to exclusion under 42 U.S.C. §1320a-7 or similar exclusion authorities, or may result in suspension
or debarment from any federal health care program; and (c) is not under investigation or subject to any type of judicial or administrative
process for any health care fraud or misconduct, and is not otherwise aware of any circumstances which may result in criminal or
civil liability, including conviction, fine, exclusion, debarment, suspension, or other ineligibility to participate in any federal
health care program.  For the entire period of time that Executive is employed by Company pursuant to this or any successive
employment contract with Company, Executive maintains an ongoing obligation to ensure the accuracy of this certification.  If
any change in circumstance occurs to make this certification inaccurate in any respect, Executive shall notify Company in writing
immediately (within three (3) calendar days) and Company shall have the right to immediately terminate this Agreement upon notice
to Executive if the above certification is or becomes untrue for any reason. In the event Executive’s employment is terminated
in accordance with this Subsection 8.2, Executive shall be entitled to receive only the Salary then in effect, prorated
to the date of termination.  All other Company obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished.  


 


9.           Covenants.


 


9.1         Non-Competition.


 


(a)          Consideration
For Promise To Refrain From Competing.  Executive agrees that Executive’s services are special, unique and
extraordinary.  Executive further acknowledges that, by virtue of Executive’s employment position with Company
and the Sellers, Executive has acquired and will acquire confidential, proprietary information concerning the Business and that
Company’s disclosure of such confidential, proprietary information and specialized training and knowledge to Executive, and
that Executive’s level of compensation and benefits, as applicable, are partly in consideration of and conditioned upon Executive’s
not competing with Company.  Executive acknowledges that such consideration for Executive’s services under this
Agreement is adequate consideration for Executive’s promises contained within this Subsection 9.1 and under Section
8 hereof and that Executive is receiving good and valuable consideration as a direct result of the consummation of the transactions
contemplated by the Product Purchase Agreement in exchange for granting the covenants hereunder. Executive further acknowledges
that his agreement to the restrictions on his activities contained herein is a material inducement and condition of Parent’s
and Purchaser’s willingness to enter into the Product Purchase Agreement and to consummate the transactions contemplated
thereby.


 




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(b)          Promise
To Refrain From Competing.  


 


(i)          Executive
understands Company’s need for Executive’s promise not to compete with Company is based on the following: (1) Company
has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information and in
acquiring the Purchased Products and Related Assets; (2) Executive will in the course of Executive’s employment develop,
be personally entrusted with and exposed to such proprietary information; (3) Company has a legitimate interest in protecting,
among other things, its confidential, proprietary information, customer information and goodwill; (4) both during and after the
term of Executive’s employment, Company will be engaged in a highly competitive industry; (5) Company provides services nationally
and internationally; and (6) Company will suffer great loss and irreparable harm if Executive were to enter into competition with
Company.  Therefore, in exchange for the consideration described in Subsection 9.1(a) above, Executive agrees
that during the Term and during the Covenant Period (as defined below), Executive will not, directly or indirectly, other than
on behalf of the Company Group, whether as an owner, partner, investor, consultant, agent, employee, co-venturer, director, officer,
manager, employee or otherwise, engage in or compete with (A) the commercialized and pipeline (both launched and unlaunched) products
included in the Purchased Products and Related Assets or (B) any other of the Company Group’s products (in the case of clauses
(A) and (B), or compete with their respective fields of use, but excluding branded products in those fields) which are commercialized,
developed or in the Company Group’s pipeline (both launched and unlaunched) or otherwise under development, being investigated
or contemplating development, or otherwise do anything competitive with any member of the Company Group, in either case, in any
geographic area where such products are sold by any member of the Company Group; provided, however, on or after the
third (3rd) anniversary of the Closing, Executive may acquire (x) all or substantially all of the assets of a branded product entity
or (y) a portfolio of branded products, in each case, in which the acquired product portfolio has some overlap products with any
of the products described above, so long as the overlap products are de minimis. For the purposes of this Agreement, “de
minimis” shall mean overlap products representing less than ten percent (10%) of net sales of the acquired assets or
portfolios; provided that no advertising or promotional activity is directed toward such overlap products (other than price
lists, product lists and order forms in the ordinary course of business).  Notwithstanding the foregoing, neither Executive’s
(i) engagement in the Permitted Activities nor (ii) passive ownership of two percent (2%) or less of the equity securities of a
publicly-traded company shall, solely by reason thereof, constitute a violation on the part of Executive of this Subsection
9.1(b), so long as, in the cause of clause (ii), Executive does not participate in the business, operations or management of
such company.


 


(ii)         For
purposes of Sections 7.1, 8, 9.1 and 9.3, the term “Company” or “Company
Group,” singularly, collectively, or in any combination, shall mean and include Company, Parent, any other Subsidiary
of Parent, any successor to the business of Company, Parent or any other Subsidiary of Parent (by merger, consolidation, sale of
assets or stock or otherwise) and any other corporation or entity for which Executive may serve as a director, officer or employee
at the request of Company or any successor of Company.  For purposes of this Agreement, “Covenant Period”
is defined as the period commencing at the Effective Time and continuing until the later of (x) the date that is twelve (12) months
after the date Executive ceases to render services to Company (whether during the Term, during the term of the Consulting Agreement,
or during any continued period of service thereafter) for any reason or for no reason, and (y) the fifth (5th) anniversary
of the Closing.


 


(c)          Reasonableness
of Restrictions.  Executive represents and agrees that the restrictions on competition, as to time, geographic area,
and scope of activity, required by this Section 9 are reasonable, are necessary to protect the goodwill of the business
acquired pursuant to the Product Purchase Agreement and the ongoing substantial investment in such business made by Parent and
Purchasers under the Product Purchase Agreement, do not impose a greater restraint than is necessary to protect the goodwill and
business interests of Company, and are not unduly burdensome to Executive.  Executive expressly acknowledges that Company
competes on a nationwide basis and that the geographical scope of these limitations is reasonable and necessary for the protection
of Company’s trade secrets and other confidential and proprietary information.  Executive further agrees that these
restrictions allow Executive an adequate number and variety of employment alternatives, based on Executive’s varied skills
and abilities.  Executive represents that Executive is willing and able to compete in other employment not prohibited
by this Agreement.


 




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9.2         Confidentiality
and Proprietary Rights.  Executive agrees to read, sign and abide by Company’s Employee Confidential Information
and Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein
by reference.  For the avoidance of doubt, any restrictions on Executive’s ability to use Confidential Information
(as defined in the Employee Confidential Information and Employee Innovations and Proprietary Rights Assignment Agreement shall
apply to the Permitted Activities.


 


9.3         Non-Solicitation;
Non-Disparagement.


 


(a)          Non-Solicitation
of TSA Employees.  Executive agrees that, for a period of twelve (12) months following Closing, Executive will not
(i) interfere with the performance of services to Parent and Purchasers by any of the persons set forth on Exhibit A hereto
(“TSA Employees”) in accordance with the Transition Services Agreement, (ii) terminate the employment of any
TSA Employee with the Sellers, except for cause, or (iii) induce, influence, encourage or seek to persuade any such TSA Employee
to discontinue employment or its engagement with the Sellers, except as may be mutually agreed by the applicable Seller, on the
one hand, and the applicable Purchaser or Parent, on the other hand.


 


(b)          Non-Solicitation
of Employees, Customers or Suppliers.  Executive agrees that, during the Term and during the Covenant Period, Executive
will not (i) hire or engage, or, directly or indirectly through any Person, solicit for hiring or engagement, any employee or consultant
of the Company Group, (ii) induce or encourage any such employee or consultant to discontinue employment or its engagement with
the Company Group, (iii) solicit or divert any business or clients or customers away from the Company Group, or (iv) induce customers,
clients, suppliers, agents or other persons under contract or otherwise associated or doing business with the Company Group, to
reduce or alter any such association or business with the Company Group.  Notwithstanding the foregoing, a general solicitation
by form letter, blanket mailing or published advertisement that is not specifically directed at any of the Persons described in
clause (i) of the immediately preceding sentence (and the hiring of such Persons described in clause (i) of the immediately preceding
sentence in response thereto), shall not, solely by reason thereof, constitute a violation on the part of Executive of this Subsection
9.3(b) unless such solicitation is undertaken as a means to circumvent the restrictions contained in, or to conceal a violation
of, this Subsection 9.3(b).


 


(c)          Non-Disparagement.
Executive will not, either directly or indirectly, disparage, or induce or encourage others to disparage, the reputation of the
Company Group, its services, its products or any of its current or former affiliates or any of their respective members, offices,
directors, employees, or agents.  Company will not, at any time during or after Executive’s employment with Company,
disparage the reputation of Executive.


 




    	 	-11-	 



     


    

 


9.4         Reformation
if Necessary.  In the event a court of competent jurisdiction determines that the geographic area, duration, or scope
of activity of any restriction under this Section 9 and its subsections is unenforceable, the restrictions under this
Section 9 and its subsections shall not be terminated but shall be reformed and modified to the extent required to
render them valid and enforceable.  


 


9.5         Tolling
of Covenant Period.  The Covenant Period shall be extended for an amount of time equal to the time period during
which a court of competent jurisdiction determines that Executive was in violation of any provision of Subsection 9.1
or 9.3 and shall continue (but shall not be extended (other than pursuant to this Subsection 9.5)) through any
action, suit or proceedings arising out of or relating to Subsection 9.1 or 9.3.


 


9.6         No
Defense.  The existence or assertion of any claim of or by Executive, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Company of the covenants contained in this Section 9 (collectively,
the “Restrictive Covenants”).


 


9.7         Reasonableness;
Injunction.  Executive acknowledges and agrees that (a) Executive has obtained the advice of counsel in connection
with this Agreement, (b) the Restrictive Covenants are reasonable in scope and in all other respects, (c) any violation of
the Restrictive Covenants will result in irreparable injury to Company, (d) money damages would be an inadequate remedy at
law for Company in the event of a breach of any of the Restrictive Covenants by Executive, and (e) specific performance in the
form of injunctive relief would be an adequate remedy for Company.  If Executive breaches or threatens to breach a Restrictive
Covenant, Company shall be entitled, in addition to all other remedies, to an injunction restraining any such breach, without any
bond or other security being required and without the necessity of showing actual damages.


 


9.8         Preserved
Rights.  This Agreement is not intended to, and shall not, in any way prohibit, limit or otherwise interfere with
Executive’s protected rights under federal, state or local law to, without notice to Company: (a) communicate or file a charge
with a government regulator, (b) participate in an investigation or proceeding conducted by a government regulator, or (c) receive
an award paid by a government regulator for providing information.


 


9.9         Cooperation.  Subject
to Subsection 9.8 of this Agreement, in the event that any Proceeding is commenced by any Governmental Authority or other
Person in connection with the business of the Company Group, the Executive agrees to cooperate in good faith with the Company Group
to defend against such Proceeding and, if an injunction or other order is issued in any such Proceeding, to cooperate in good faith
with the Company Group in its efforts to have such injunction or other order lifted.  Such cooperation shall include,
but not be limited to, attending any telephone or in-person meetings, conferences, interviews, depositions, hearings, proceedings
or preparation sessions, and providing access to any books and records in Executive’s control, in each case, at the request
of any member of the Company Group or their respective representatives.


 




    	 	-12-	 



     


    

 


10.         General
Provisions.


 


10.1       Parties
in Interest.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to confer upon any Person
other than the members of the Company Group and Executive, or their successors or permitted assigns, any rights or remedies under
or by reason of this Agreement.  


 


10.2       Amendment;
Waiver.  Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by Company and Executive, or in the case of a waiver, by the party against whom
the waiver is to be effective.  No oral amendment or modification will be effective under any circumstances whatsoever.  No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege, and no waiver in any one instance shall be effective with respect to any other instance or create a course of dealing.


 


10.3       Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.  If any term or other provision of this Agreement, or
the application thereof to any Person or any circumstance, is invalid, illegal or unenforceable, (a) a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid
or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities
or circumstances shall not be affected by such invalidity, illegality or unenforceability, nor shall such invalidity, illegality
or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.


 


10.4       Interpretive
Provisions.  The provisions of Section 12.14 of the Product Purchase Agreement are hereby incorporated by reference
as if set forth herein in their entirety to the extent applicable.


 


10.5       Governing
Law.  This Agreement and its negotiation, execution, performance or non-performance, interpretation, termination,
construction and all Proceedings that may be based upon, arise out of, or relate to this Agreement, or the transactions contemplated
hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in
connection with this Agreement or as an inducement to enter this Agreement), shall be exclusively governed by, and construed in
accordance with, the Laws of the State of New Jersey regardless of Laws that might otherwise govern under any applicable conflict
of Laws principles.  


 




    	 	-13-	 



     


    

 


10.6       Jurisdiction.  Each
party hereto hereby irrevocably and unconditionally: (i) consents and submits for itself and its property in any Proceeding based
upon, arising out of, or related to this Agreement and its negotiation, execution, performance, non-performance, interpretation,
termination, construction or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive jurisdiction of the state courts located in Bergen County, New Jersey and the federal courts located
in New Jersey, Newark vicinage; (ii) consents that any such Proceeding may be brought in such courts, and waives any objection
that it may now or hereafter have to the venue of any such Proceeding in any such court or that such Proceeding was brought in
an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid,
to any party hereto at its or his or her address set forth in this Agreement or at such other address of which the sender shall
have been previously notified in writing and in accordance with this Agreement; and (iv) agrees that nothing herein shall affect
the right to effect service of process in any other manner permitted by Law.  Each of the parties also agrees that any
final, non-appealable judgment against a party in connection with any Proceeding arising out of or relating to this Agreement shall
be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction,
either within or outside of the United States.  A certified or exemplified copy of such award or judgment shall be conclusive
evidence of the fact and amount of such award or judgment.


 


10.7       WAIVER
OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY PROCEEDING BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  THE PARTIES FURTHER WARRANT AND REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.  IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


10.8       Remedies
Cumulative.  All remedies provided in this Agreement are cumulative and in addition to all other remedies which may
be available at law or in equity.


 


10.9       Notices.  All
notices or other communications hereunder shall be deemed to have been duly given and effective upon delivery if in writing and
if served by personal delivery upon the party for whom it is intended, if delivered by registered or certified mail, return receipt
requested, or by a national courier service, or if sent by facsimile or electronic mail; provided, that the facsimile or
electronic mail is promptly confirmed by telephone confirmation thereof or followed by one of the other foregoing permitted means
of notice (other than facsimile or electronic mail), to the party at the address set forth below, or such other address as may
be designated in writing hereafter, in the same manner, by such party:


 




    	 	-14-	 



     


    

 


If to Company, to:


 


c/o Aceto Corporation

4 Tri Harbor Ct.


Port Washington, NY 11050

Attn: Steven S. Rogers, Chief Legal Officer

Facsimile No.: 516-478-9857

Email:  srogers@aceto.com


 


with a copy to:


 


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, New York 10020


Attention: Steven E. Siesser, Esq.


Facsimile No.: (973) 597-2507


E-mail: ssiesser@lowenstein.com


 


If to Executive, to him at the offices of Company
with a copy to him at his home address, set forth in the records of Company.


 


10.10     Survival.  Notwithstanding
anything herein to the contrary, each provision of this Agreement (other than Sections 1 through 6) shall survive
the termination of this Agreement and termination of employment for any reason or Executive’s ceasing to provide services
to Company to the extent necessary to give effect to its terms, including, without limitation, Sections 8, 9,
10, 11, 12, 13 and 14 of this Agreement.


 


10.11     Counterparts.  This
Agreement may be executed in one or more counterparts (including by facsimile or electronic .pdf submission), each of which shall
be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered (by telecopy, portable document format (.pdf) or otherwise)
to the other party, it being understood that both parties need not sign the same counterpart.


 


10.12     Defend
Trade Secrets Act.  Executive acknowledges receipt of the following notice under the Defend Trade Secrets Act:  An
individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret if he/she (a) makes such disclosure in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation
of law; or (b) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding if such filing
is made under seal.


 




    	 	-15-	 



     


    

 


10.13     Assignment.  This
Agreement is personal to Executive and shall not be assigned by Executive, including by operation of law or otherwise, without
the prior written consent of Company.  Company may assign its rights under this Agreement without Executive’s consent.  Any
purported assignment, hypothecation or transfer in breach of this Section 10.13 shall be null and void.


 


11.         No
Other Contracts.  Executive represents and warrants to the Company Group that neither the execution and delivery
of this Agreement by Executive nor the performance of Executive’s obligations hereunder, shall constitute a default under
or a breach of any other agreement or contract to which Executive is a party or by which Executive is bound, nor shall the execution
and delivery of this Agreement by Executive nor the performance of Executive’s duties and obligations hereunder give rise
to any claim or charge against either Executive or the Company Group based upon any other contract, or agreement to which Executive
is a party or by which Executive is bound.  Executive shall indemnify and hold harmless each member of the Company Group
against any and all claims that execution and delivery of this Agreement by Executive or Executive’s performance of his obligations
hereunder constitutes a default under or a breach of any other agreement or contract to which Executive is a party or by which
Executive is bound.


 


12.         Code
Section 409A Compliance.


 


12.1       This
Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986 as amended,
and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”).


 


12.2       Company
shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax,
penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an
amount includible in gross income under Section 409A of the Code.


 


12.3       With
respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such
reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible
for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement
or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing
for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall
be made no later than the end of the year following the year in which such expense was incurred; and (c) the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit.


 


12.4       Notwithstanding
anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s separation from service
while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations
thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment
of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect
to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day
of the seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen
(15) days after the appointment of the personal representative or executor of Executive’s estate following Executive’s
death.


 




    	 	-16-	 



     


    

 


13.         Entire
Agreement.  This Agreement, including the Employee Confidential Information and Employee Innovations and Proprietary
Rights Assignment Agreement incorporated herein by reference, and the Product Purchase Agreement (in each case, including all Schedules,
Exhibits and Appendices hereto and thereto) contain the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, including, without limitation, illustrative terms of employment,
except for any written agreement of the parties that expressly provides that it is not superseded by this Agreement.  


 


14.         Termination
of Product Purchase Agreement.  This Agreement is effective as of the date hereof, and shall remain effective in
accordance with its terms, except that this Agreement shall automatically terminate, without further action, notice or deed, upon
the termination, for any reason, of the Product Purchase Agreement in accordance with its terms.


 


THE PARTIES TO THIS AGREEMENT HAVE READ
THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN.  WHEREFORE, THE PARTIES HAVE
EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.


 


[The remainder of this page is intentionally
left blank.]


 




    	 	-17-	 



     


    

 


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


 


	 	COMPANY
	 	 
	 	RISING PHARMACEUTICALS, INC.
	 	 	 
	 	By: 	/s/ Salvatore J. Guccione
	 	 	Name: Salvatore J. Guccione
	 	 	Title: Chief Executive Officer 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	/s/ Vimal Kavuru
	 	Vimal Kavuru