Exhibit 10.57


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made
effective as of the Effective Date as defined herein, by and between Averion
International Corp. (“Company”) and Markus H. Weissbach, M.D., Ph.D. (“Executive”).


 


RECITALS


 


A.                                   Company
desires to retain the services of Executive, and Executive is willing to
provide such services to the Company.


 


B.                                     Company
and Executive have entered into a Contract of Employment under Swiss law
effective as of October 31, 2007 (the “Swiss Employment Contract”).


 


C.                                     Company
and Executive desire to enter into this Agreement, which shall supersede and
replace the Swiss Employment Contract as of the Effective Date, to provide for
Executive’s employment by the Company, upon the terms and conditions set forth
herein.


 


The parties hereby agree as follows:


 


1.                                       Duties.


 


1.1.                              Position.  Executive shall serve as Chief Executive
Officer of the Company and shall have the duties and responsibilities incident
to such position and such other duties as may be determined in consultation
with the Company’s Board of Directors (“Board of Directors”) which shall
include, without limitation, those duties related to strategic management of
the Company.  Executive shall perform
faithfully, cooperatively and diligently all of his job duties and
responsibilities.  Executive agrees to
and shall devote his full time, attention and effort to the business of the
Company, its subsidiaries and affiliates, and other assignments as directed by
the Company’s Board of Directors.


 


1.2.                              Best
Efforts.  Executive will expend his
best efforts on behalf of Company in connection with his employment and will
abide by all policies and decisions made by Company, as well as all applicable
federal, state and local laws, regulations or ordinances.


 


1.3.                              Location.  Executive’s employment hereunder will be
based primarily at the Company’s offices located in Southborough,
Massachusetts, U.S.A.  Executive will
relocate to the United States no later than the earliest to occur of (i) the
date which is one hundred eighty (180) days after Executive obtains a United
States visa, (ii) the date which is ninety (90) days after the date on
which Executive’s spouse obtains a permit to work in the United States or (iii) June 30,
2008.


 


2.                                       Employment
Term.  The term of Executive’s
employment under this Agreement shall commence as of the Effective Date and
shall continue until such time as the Company or Employee terminate this
Agreement in accordance with the provisions of Section 11 and Section 16.8
(the “Employment Term”), subject to Employee’s right to receive the Severance
Benefits as set forth in Section 8. 
The “Effective Date” of this Agreement shall be the latest to occur of (i) 


 

















 


the date on which Executive
obtains a United States L-1A visa (or comparable U.S. visa or work permit), or (ii) January 1,
2008.


 


3.                                       Compensation.


 


3.1.                              Base
Salary.  As compensation for
Executive’s performance of his duties hereunder, Company shall pay to Executive
an initial base salary of Twenty Seven Thousand Two Hundred Fifty Dollars
($27,250) per month, starting on the Effective Date, which if annualized, would
represent Three Hundred Twenty Seven Thousand Dollars ($327,000) (“Annual Base
Salary”), payable in United States Dollars (“USD”) in accordance with the
normal payroll practices of Company, less required deductions for state and
federal withholding tax, social security and all other employment taxes and
payroll deductions.  During the first
twelve (12) months following the Effective Date of this Agreement, in the event
the exchange rate between the Swiss Franc and the United States Dollar
increases or decreases by 5.00% from the Base Exchange Rate, and for each and
every subsequent 5.00% increase or decrease in the exchange rate, there shall
be a compensating increase or decrease in base salary as expressed in United
States Dollars.  For purposes of this
Agreement, the initial Base Exchange Rate shall be 1.18 Swiss Francs per United
States Dollar, which equates to a base salary of CHF 32,155 per month.  Accordingly, for avoidance of doubt, if the
CHF/$ US rate should become 1.121 (i.e., 1.18 multiplied by 0.95, a five
percent decrease), Executive’s Base Salary would adjust to $28,612.50 per month
(i.e., $27,250 multiplied by 1.05) and 1.121 shall become the adjusted Base Exchange
Rate against which subsequent increases or decreases are measured.  There shall be no adjustments for movements
of less than 5.00%.  Effective as of the
first anniversary of the Effective Date, Executive’s Base Salary will be fixed
at the Final Adjusted Base Salary, expressed in United States Dollars, and
shall not be subject to further adjustment based on currency exchange
rates.  For purposes of this Section, the
“Final Adjusted Base Salary” shall be equal to the base salary in effect on the
last business day prior to first anniversary of the Effective Date, subject to
a final adjustment (which may be less than 5.00%) to reflect any change between
the then applicable adjusted Base Exchange Rate and the published exchange rate
on such date.  The Base Salary will be
subject to annual review and adjustment in the sole discretion of the Board of
Directors or the compensation committee thereof.


 


3.2.                              Annual
Bonus.  In addition to the Annual
Base Salary, beginning with respect to calendar year 2008, Executive shall be
eligible to receive, in the sole discretion of the Board of Directors or the
compensation committee thereof, an annual bonus of up to one hundred percent
(100%) of the then in effect Annual Base Salary (the “Bonus”), in accordance
with, and based upon, the satisfaction of certain objective criteria and
Company and individual performance standards established annually by the Board
of Directors or the compensation committee thereof.  Unless otherwise specified by the Board of
Directors or the compensation committee thereof, fifty (50) percent of the
total amount of Executive’s Bonus shall be paid in cash and the remaining fifty
(50) percent of the total amount of Executive’s Bonus shall be paid in shares
of common stock of the Company in accordance with applicable law.


 


3.3.                              Signing
Bonus.  Upon the Effective Date of
the Swiss Employment Contract, and subject to the Execution of this Agreement
by both parties, and further contingent upon the consummation of the Company’s
acquisition of Hesperion Ltd. and the associated financing transactions,
Executive shall receive a one time signing bonus in the aggregate amount 


 


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of One Hundred Thousand Dollars ($100,000) (the “Signing Bonus”), with
fifty percent (50%) of such Signing Bonus, or Fifty Thousand Dollars ($50,000),
to be paid in cash and the remaining percent (50%) of such Signing Bonus to be
paid in restricted stock of the Company pursuant to the Company’s 2005 Equity
Incentive Plan (the “Restricted Stock Award”). 
The Restricted Stock Award shall vest over two years as set forth in the
agreement evidencing such restricted stock award.


 


3.4.                              Stock
Options.  Concurrent with the
execution of the Swiss Employment Contract, Executive shall be granted an
option to purchase Ten Million (10,000,000) shares of Common Stock of the
Company pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”) and
the Company’s standard form of executive option agreement under the Plan.  Such option shall have an exercise price per
share equal to the fair market value of a share of such Common Stock determined
in accordance with the Plan as of the date of execution of this Agreement.  In addition, such option shall vest over four
years as set forth in the option agreement evidencing such option.  Executive shall also be eligible to receive
additional stock options, restricted stock or other equity incentive grants
pursuant to one or more equity incentive plans offered by the Company from time
to time, subject to the approval of the Board of Directors.


 


4.                                       Health
and Welfare Benefit Plans.  The
Executive and/or the Executive’s family, as the case may be, shall be eligible
for participation in and shall receive all benefits under health and welfare
benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical prescription, dental disability, salary
continuance, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent generally applicable to employees
of the Company.


 


5.                                       Customary
Benefits.  Executive shall be
entitled to all customary and usual fringe benefits and shall be entitled to
participate in all savings and retirement plans, practices, policies and
programs generally applicable to employees of the Company that are in effect
during the Employment Term, subject to the terms and conditions of Company’s
benefit plan documents, as applicable. 
Company reserves the right to change or eliminate the fringe benefits or
plans, practices and programs on a company-wide, prospective basis, at any
time.


 


6.                                       Business
Expenses.


 


6.1.                              Executive
shall be entitled to receive prompt reimbursement for all reasonable,
out-of-pocket business expenses incurred in the performance of his duties on
behalf of Company.  To obtain
reimbursement, expenses must be submitted promptly with appropriate supporting
documentation in accordance with Company’s policies.


 


6.2.                              Executive
shall also be entitled to receive prompt reimbursement for up to One Hundred
Thousand Dollars ($100,000) in relocation expenses incurred in connection with
the relocation from Switzerland to the U.S. required in connection with
performing Executive’s duties hereunder. 
Such relocation expenses shall include the cost of air fare for two
round trips for Executive and each of Executive’s immediate family,
transportation of personal property, meals and lodging during any search for
residential real property to be purchased as Executive’s primary residence as
well as the cost of any fees paid to a broker upon the purchase of residential 


 


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real property that shall serve as Executive’s primary residence, but
such amount shall not include the purchase price of any such residential real
estate.  To obtain such reimbursement up
to $100,000, expenses must be submitted within two (2) months after being
incurred with appropriate supporting documentation in accordance with Company’s
policies.  Should the Executive resign
his employment with the Company without Good Reason or the Company terminate
Executive’s employment for Cause, in either case within two years following the
execution hereof, Executive shall be obligated to return to the Company the
amount of all relocation expenses paid to Executive hereunder.


 


6.3.                              In
addition, the Company shall pay directly, on Executive’s behalf, all reasonably
incurred legal fees associated with obtaining a work visa or green card.


 


7.                                       Vacation.  Executive shall be entitled to an aggregate
of thirty (30) days of paid vacation, personal and sick days each calendar year
during the term of this Agreement in accordance with the Company’s plans,
policies and programs then in effect.


 


8.                                       Termination;
Severance Benefits.  Either Company
or Executive may terminate this Agreement at any time with or without Cause or
with or without Good Reason.   No
Severance Benefits shall be due or payable under this Section 8 if the
Executive is terminated for Cause as set forth in Section 10.2, or if
Executive resigns other than for Good Reason as defined in Section 10.4.


 


8.1.                              Severance
Benefits.  If (i) the Company
terminates Executive’s employment without Cause, (ii) Executive resigns as
an employee of the Company for Good Reason or (iii) the Executive is
Disabled (as defined below), the Company agrees to provide Executive with the
Severance Benefits described in this Section 8.1 below in accordance with
the payment schedule set forth in Section 8.2 below, provided Executive
agrees to comply with all of the conditions set forth in Section 8.5
below.  The “Severance Benefits” will
consist of:


 


(a)                                  all
Accrued Obligations (defined below);


 


(b)                                 a
“Severance Payment” equal to twelve (12) months of Executive’s then in effect
Base Salary; and


 


(c)                                  Upon
termination of employment, the Executive will be allowed to continue in the
Company’s group health insurance plan at the Executive’s own expense for up to
eighteen (18) months, in accordance with applicable law (COBRA).  However, if the Executive elects COBRA
coverage, the Company will pay the first twelve (12) months of COBRA coverage;
provided that the Executive shall pay any such premiums himself during the six (6) month
period following the Executive’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of
the U.S. Internal Revenue Code (the “Code”) and the Company shall reimburse the
Executive for payment of such premiums in a single lump sum payment on the
first day of the seventh (7th) month following the Executive’s “separation
from service,” if (1) Section 9.1 of this Agreement shall apply and (2) no
exemption from Section 409A of the Code, as mutually determined by the
Company, Company’s tax counsel, Executive and Executive’s 


 


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tax counsel, shall otherwise apply to the Company’s payments for COBRA
coverage during such six (6) month period.


 


8.2.                              Payments.


 


(a)                                  The
Severance Benefits will be paid less required deductions for state and federal
withholding tax, social security and all other employment taxes as required by
law.  The Accrued Obligations defined in Section 10.1
will be paid in a single lump sum payment on the date that is thirty (30) days
after the Date of Termination, unless otherwise required by law; provided that
the conditions to receive the Severance Benefits (set forth in Section 8.5
of this Agreement are then satisfied. 
The Severance Payment described in Section 8.1(b) will be paid
in equal monthly installments for a period of twelve (12) months (the “Severance
Period”), with the first such installment to be paid on the first day of the
month that coincides with or follows the date that is thirty (30) days after
the Date of Termination.


 


(b)                                 If
a payment under this Agreement is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her
property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person.  The Company
may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit.  Such distribution shall completely discharge
the Company from all liability with respect to such benefit.


 


8.3.                              Severance
Benefits Upon Change of Control.  If,
following or in connection with a Change of Control, (i) the Company
terminates Executive’s employment without Cause, or (ii) Executive resigns
as an employee of the Company for Good Reason, the Company agrees to provide
Executive with the Change of Control Severance Benefits described in this Section 8.3
in accordance with the payment schedule set forth in Section 8.4 below,
provided Executive agrees to comply with all of the conditions set forth in Section 8.5
below.  The “Change of Control Severance
Benefits” will consist of:


 


(a)                                  all
Accrued Obligations (defined below);


 


(b)                                 a
“Change of Control Severance Payment” equal to the sum of (i) twelve (12)
months of Executive’s then in effect Base Salary (or, if Executive’s Base
Salary has been reduced within 60 days of the termination or at any time after
a Change of Control, Executive’s base salary in effect prior to the reduction),
plus (b) Executive’s target bonus for the current year or for the year
immediately prior to the Change of Control, whichever is higher; and


 


(c)                                  Upon
termination of employment, the Executive will be allowed to continue in the
Company’s group health insurance plan at the Executive’s own expense for up to
eighteen (18) months, in accordance with applicable law (COBRA).  However, if the Executive elects COBRA
coverage, the Company 


 


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will pay the first twelve (12) months of COBRA coverage; provided that
the Executive shall pay any such premiums himself during the six (6) month
period following the Executive’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of
the U.S. Internal Revenue Code (the “Code”) and the Company shall reimburse the
Executive for payment of such premiums in a single lump sum payment on the
first day of the seventh (7th) month following the Executive’s “separation
from service,” if (1) Section 9.1 of this Agreement shall apply and (2) no
exemption from Section 409A of the Code, as mutually determined by the
Company, Company’s tax counsel, Executive and Executive’s tax counsel, shall
otherwise apply to the Company’s payments for COBRA coverage during such six (6) month
period.


 


(d)                                 To
the extent not otherwise provided for under the Company’s stock plans, all
options to purchase Company stock held by Executive will become exercisable and
remain exercisable for the period of time set forth in the instruments
governing such options, and all restricted stock held by Executive under
restricted stock plans and arrangements of the Company will become vested.


 


8.4.                              Payments.


 


(a)                                  The
Change of Control Severance Benefits will be paid less required deductions for
state and federal withholding tax, social security and all other employment
taxes as required by law.  The Accrued
Obligations defined in Section 10.1 will be paid in a single lump sum
payment on the date that is thirty (30) days after the Date of Termination,
unless otherwise required by law; provided that the conditions to receive the
Change of Control Severance Benefits set forth in Section 8.5 of this
Agreement are then satisfied.  The Change
of Control Severance Payment described in Section 8.3(b) will be paid
in a single lump sum within thirty (30) days after the Date of Termination; provided,
however, that Executive may in his sole discretion elect to have such
payment made in equal monthly installments for a period of twelve (12) months
(the “Severance Period”), with the first such installment to be paid on the
first day of the month that coincides with or follows the date that is thirty
(30) days after the Date of Termination.


 


(b)                                 If
a payment under this Agreement is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her
property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person.  The Company
may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit.  Such distribution shall completely discharge
the Company from all liability with respect to such benefit.


 


8.5.                              Conditions
to Receive Severance Benefits. 
Executive will receive the Severance Benefits or the Change of Control
Severance Benefits described above only if he 


 


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complies with all of the following conditions and continues to comply
with the following for the duration of the Severance Period:


 


(a)                                  Executive
executes a full general release in favor of the Company (the “General Release”)
in the form attached hereto as Exhibit A;
and


 


(b)                                 Executive
complies with the Company’s then in effect trade secrets policies and the
Employee Proprietary Information and Inventions Agreement (the “Information and
Inventions Agreement”), attached hereto as Exhibit B,
or any future version of an inventions and proprietary information agreement
between Executive and the Company in accordance with the terms thereof.


 


(c)                                  Executive
complies with Executive’s obligations under this agreement including, without
limitation, the obligation set forth in Sections 13 (“Confidentiality and
Proprietary Rights”), 14 (“Noncompetition”), 15 (“Nonsolicitation of
Customers”), 16 (“Nonsolicitation of Employees”), 17 (“Nondisparagement”)


 


The Company’s obligation to make payments under this Section 8
shall cease if at any time Executive is not in compliance with any of the
foregoing agreements.


 


9.                                       Section 409A
of the U.S. Internal Revenue Code.


 


9.1.                              The
Specified Employee Rule.  To the
extent any amount payable under this Agreement represents a payment under a “nonqualified
deferred compensation plan” (as defined in Section 409A of the Code
following a termination of employment or any “separation from service” as
defined in Section 409A(a)(2)(A)(i) of the Code), then,
notwithstanding any other provision of this Agreement to the contrary, such
payment shall be delayed and made on the first day of the seventh (7th)
month following Executive’s “separation from service,” but only if the
Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code.


 


9.2.                              Good
Faith Intention.  The Company and
Executive intend in good faith that this Agreement comply with the applicable
requirements of Section 409A of the Code and that this Agreement be
construed, interpreted and administered in accordance with such intent.  If the Company or Executive believes, at any
time, that this Agreement does not comply with Section 409A of the Code,
it will promptly advise the other party and will negotiate reasonably and in
good faith to amend the terms of this Agreement, with the most limited possible
economic effect on Company and Executive, such that it complies with Section 409A
of the Code.


 


10.                                 Definitions.


 


10.1.                        Accrued Obligations.  For purposes of this Agreement, “Accrued
Obligations” shall mean:  (i) payment
of Executive’s Annual Base Salary through the Date of Termination to the extent
not theretofore paid; (ii) payment of any accrued vacation pay not yet
paid by Company; and (iii) any bonus attributable to any completed period
which has not yet been paid by the Company.


 


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10.2.                        Cause.  For purposes of this Agreement, “Cause” shall
mean: (i) any willful, material violation of any law or regulation
applicable to the business of the Company or any subsidiary of the Company; (ii) conviction
for, or guilty plea to, a felony or a crime involving moral turpitude, or any
willful perpetration of a common law fraud; (iii) commission of an act of
personal dishonesty which involves personal profit in connection with the
Company or any subsidiary of the Company, or any other entity having a business
relationship with the Company or any subsidiary of the Company; (iv) any
material breach of any provision of any agreement or understanding between the
Company or any subsidiary of the Company and Executive regarding the terms of
Executive’s service as an employee, officer, director or consultant to the
Company or any subsidiary of the Company, including without limitation, the
willful and continued failure or refusal to perform the material duties
required of Executive as an employee, officer, director or consultant of the
Company or any subsidiary of the Company (other than as a result of disability)
or a material breach of any applicable creative works assignment and
confidentiality agreement or similar agreement between the Company or any
subsidiary of the Company and Executive; or (v) disregard of the policies
of the Company or any subsidiary of the Company, so as to cause material loss,
damage or injury to the property, reputation or employees of the Company or any
subsidiary of the Company if Executive has been given a reasonable opportunity
to comply with such policy or cure his failure to comply.


 


10.3.                        Disability or Disabled.  For purposes of this Agreement, “Disability”
or “Disabled” shall mean if Executive is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, as determined by a
physician selected by Company or its insurers and acceptable to Executive or
Executive’s legal representative (such agreement as to acceptability not to be
withheld unreasonably or delayed).


 


10.4.                        Good Reason.  For purposes of this Agreement, “Good Reason”
shall mean:


 


(a)                                  A
substantial diminution in Executive’s position, authority, duties or
responsibilities as contemplated by Section 1 of this Agreement, excluding
non-substantial changes in title or office, and excluding any isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by Company promptly after receipt of written notice thereof given by
Executive;


 


(b)                                 Any
failure by Company to comply with any of the provisions of Section 3 of
this Agreement, other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by Company promptly after
receipt of written notice thereof given by Executive;


 


(c)                                  Any
reduction in Executive’s Base Salary that is not a part of Company-wide
reductions in salary or otherwise based on the Company’s financial performance;
or


 


(d)                                 The
Company requiring Executive to be based or spend a material amount of time
(unless such time is, in the discretion of the Board of Directors, 


 


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reasonably necessary for the advancement of the Company’s business
initiatives) at any office or location other than the Southborough,
Massachusetts or Allschwil, Switzerland offices.


 


10.5.                        “Change of Control” means the
occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:


 


(a)                                  there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company if, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not own, directly or indirectly, either: (i) outstanding
voting securities representing more than fifty percent (50%) of the combined
outstanding voting power of the surviving entity in such merger, consolidation
or similar transaction; or (ii) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving entity in such
merger, consolidation or similar transaction;


 


(b)                                 the
stockholders of the Company approve or the Board of Directors approves a plan
of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur; or


 


(c)                                  there
is consummated a sale of all or substantially all of the consolidated assets of
the Company and its subsidiaries, other than a sale of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an entity
more than fifty percent (50%) of the combined voting power of the voting
securities of which entity is owned by stockholders of the Company in
substantially the same proportion as their ownership of the Company immediately
prior to such sale.


 


Notwithstanding the foregoing,
the term “Change of Control” shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of raising capital for
the Company or changing the domicile of the Company.


 


11.                                 Notice
of Termination.  Any termination by
Company for Cause or by Executive for Good Reason shall be communicated by a “Notice
of Termination” to the other party hereto given in accordance with Section 16.6
of this Agreement. For purposes of this Agreement, a “Notice of Termination”
means a written notice which:  (i) indicates
the specific termination provision in this Agreement relied upon; (ii) to
the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated; and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen (15) days after the giving of such notice).  The failure by Executive or Company to set
forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause, as the case may be, shall not waive any
right of Executive or Company hereunder or preclude Executive or Company from
asserting such fact or circumstance in enforcing Executive’s or Company’s
rights hereunder.  Any termination by 


 


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Company without Cause or by
Executive without Good Reason must be preceded by sixty (60) days’ advance
written notice in accordance with the terms of Sections 11 and 16.6 of this
Agreement.


 


12.                                 Date
of Termination.  “Date of Termination”
means the date of death, Disability or the date of delivery of the Notice of
Termination or any later date specified therein, as the case may be; provided,
however, that if Executive’s employment is terminated by Company other than for
Cause or Executive resigns without Good Reason, the Date of Termination shall
be at least sixty (60) days after the date of the applicable Notice of
Termination.


 


13.                                 Confidentiality
and Proprietary Rights.  Executive
agrees to continue to abide by the Information and Inventions Agreement, which
is attached to this Agreement as Exhibit B.


 


14.                                 Noncompetition.  Executive agrees that, during his employment
and during the one (1) year period immediately following termination of
his employment, Executive will not, directly or indirectly, compete, or
undertake any planning to compete, with the Company, anywhere in the world,
whether as an owner, partner, investor, consultant, employee or otherwise.
Specifically, but without limiting the foregoing, Executive agrees not to work
or provide services, in any capacity, whether as an employee, independent
contractor or otherwise, whether with or without compensation, to any Person
who is engaged in any business that is competitive with the business of the
Company for which Executive has provided services, as conducted or in planning
during Executive’s employment.  Executive
understands that the foregoing shall not prevent Executive’s passive ownership
of two percent (2%) or less of the equity securities of any publicly traded
company.  Notwithstanding anything herein
to the contrary, in the event (i) Executive’s employment is terminated by
the Company; and (ii) the Executive is not provided Severance Benefits or
Change of Control Severance Benefits in connection with such termination, then
the noncompetition restrictions of this Section 14 shall not apply.


 


15.                                 Nonsolicitation
of Customers.  Executive agrees that,
during his employment and during the one (1) year period immediately
following termination of his employment, Executive will not directly or
indirectly (a) solicit or encourage any customer of the Company to
terminate or diminish its relationship with it; or (b) seek to persuade
any such customer or prospective customer of the Company to conduct with anyone
else any business or activity which such customer or prospective customer
conducts or could conduct with the Company; provided that these restrictions
shall apply (y) only with respect to those persons who are or have been a
customer of the Company at any time within the immediately preceding two year
period or whose business has been solicited on behalf of the Company by any of
their officers, employees or agents within said two year period, other than by
form letter, blanket mailing or published advertisement, and (z) only if
Executive has performed work for such Person during Executive’s employment with
the Company or been introduced to, or otherwise had contact with, such person
as a result of Executive’s employment or other associations with the Company or
have had access to Confidential Information which would assist in Executive’s
solicitation of such person.


 


16.                                 Nonsolicitation
of Employees.  Executive agrees that
during his employment and for the one (1) year period immediately
following termination of his employment, Executive will not, and will not
assist anyone else to, (a) hire or solicit for hiring any employee of the
Company 


 


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or seek to persuade any employee
of the Company to discontinue employment or (b) solicit or encourage any
independent contractor providing services to the Company to terminate or
diminish its relationship with it. For the purposes of this Agreement, an “employee”
of the Company is any person who was such at any time within the preceding two
years.


 


17.                                 Nondisparagement.  Executive agrees not to disparage, defame or
make any negative or critical public statements, whether verbally or in
writing, regarding the personal or business reputation, technology, products,
practices or conduct of Company or any of Company’s officers or directors.  In addition, except as required by law,
Executive shall not make any public statements regarding Company without the
prior written approval of the Board of Directors.  Additionally, the Company agrees not to
disparage, defame or make any negative or critical public statements, whether
verbally or in writing, regarding the personal or business reputation of
Executive.


 


18.                                 Injunctive
Relief.  Executive acknowledges that
Executive’s breach of the covenants contained in Sections 13, 14, 15, 16 and 17
of this Agreement would cause irreparable injury to Company and agrees that in
the event of any such breach, Company shall be entitled to seek temporary,
preliminary and permanent injunctive relief without the necessity of proving
actual damages or posting any bond or other security.  Company acknowledges that Company’s breach of
the covenant contained in Section 17 of this Agreement would cause
irreparable injury to Executive and agrees that in the event of any such
breach, Executive shall be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or
posting any bond or other security.


 


19.                                 General
Provisions.


 


19.1.                        Successors and Assigns.  The rights and obligations of Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Company. 
Executive shall not be entitled to assign any of Executive’s rights or
obligations under this Agreement.


 


19.2.                        Waiver.  The rights and remedies of the parties to
this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power or privilege; and no single or partial exercise of any such right, power
or privilege will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.  To the maximum extent permitted by applicable
law, (i) no claim or right arising out of this Agreement or the documents
referred to in this Agreement can be discharged by one party, in whole or in
part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (ii) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and (iii) no
notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.


 


19.3.                        Severability.  In the event any provision of this Agreement
is found to be unenforceable, invalid or illegal by an arbitrator or court of
competent jurisdiction, such 


 


11

















 


provision shall be deemed modified to the extent necessary to allow
enforceability of the provision as so limited, it being intended that the
parties shall receive the benefit contemplated herein to the fullest extent
permitted by law.  If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable, invalid or illegal provision shall be deemed deleted, and
the legality, validity and enforceability of the remaining provisions shall not
be affected thereby.


 


19.4.                        Interpretation; Construction.  The headings set forth in this Agreement are
for convenience only and shall not be used in interpreting this Agreement.  This Agreement has been drafted by legal
counsel representing the Company, but Executive has participated in the
negotiation of its terms.  Furthermore,
Executive acknowledges that Executive has had an opportunity to review the
Agreement and has had it reviewed and negotiated by legal counsel acting on his
behalf, and, therefore, the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.


 


19.5.                        Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the United States and the Commonwealth
of Massachusetts, without reference to its conflicts of laws principles.


 


The
Executive hereby agrees to submit to binding arbitration before the American
Arbitration Association (“AAA”), in accordance with AAA’s Commercial
Arbitration Rules (which means A WAIVER OF THE EXECUTIVE’S RIGHT TO SUE IN
COURT AND PROCEED BY A JUDGE OR JURY TRIAL) all disputes and claims arising out
of this Agreement.  Such arbitration
shall take place in Boston, Massachusetts.


 


19.6.                        Notices.  All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (i) delivered by hand (with written confirmation
of receipt); (ii) sent by facsimile (with written confirmation of
receipt); or (iii) when received by the addressee, if sent by a nationally
recognized overnight delivery service, return receipt requested, in each case
to the appropriate addresses and facsimile numbers set forth below or on the
signature pages hereto (or to such other address as a party may designate
by notice to the other parties):


 


	
  If to Averion:

  	
   

  	
  Averion International
  Corp.

  Attention: General Counsel

  225 Turnpike Road

  Southborough, MA 01772

  Telephone: (508) 597-6000

  Facsimile: (508) 597-5765

  
	
   

  	
   

  	
   

  
	
  with a required copy to:

  	
   

  	
  Foley &
  Lardner LLP

  Attention: Adam Lenain, Esq.

  402 West Broadway, Suite 2100

  San Diego, California 92101

  Telephone: (619) 234-6655

  Facsimile: (619) 234-3510

  



 


12

















 


	
  If to Executive:

  	
   

  	
                      

                      

  Telephone: (      )
        -      

  Facsimile: (      )
        -      

  
	
   

  	
   

  	
   

  
	
  With a required copy
  to:

  	
   

  	
                      

                      

  Telephone: (      )
        -      

  Facsimile: (      )
        -      

  



 


or to such other address as either party shall have furnished to the
other in writing in accordance herewith.


 


19.7.                        Counterparts; Facsimile.  This Agreement may be executed in one or more
counterparts, all of which when fully executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties.  To the maximum
extent permitted by law or by any applicable governmental authority, any
document may be signed and transmitted by facsimile with the same validity as
if it were an ink-signed document.  Each
signatory below represents and warrants by his or her signature that he or she
is duly authorized (on behalf of the respective entity for which such signatory
has acted) to execute and deliver this instrument and any other document
related to this transaction, thereby fully binding each such respective entity.


 


19.8.                        Survival.  Sections 8 (“Termination; Severance Benefits”),
10 (“Definitions”), 13 (“Confidentiality and Proprietary Rights”), 14 (“Noncompetition”),
15 (“Nonsolicitation of Customers”), 16 (“Nonsolicitation of Employees”), 17 (“Nondisparagement”),
18 (“Injunctive Relief”), 19 (“General Provisions”) and 20 (“Entire Agreement”)
of this Agreement shall survive Executive’s employment by Company.  To the extent any of these surviving terms
conflict with any similar terms in Exhibit A or B hereto, the terms which
give the Company the broadest protections shall be applied.


 


13

















 


20.                                 Entire
Agreement.  This Agreement, including
the Exhibits attached hereto, constitute the entire agreement between the
parties relating to this subject matter and supersede all prior or simultaneous
representations, discussions, negotiations, and agreements, whether written or
oral.  This Agreement may be amended or
modified only with the written consent of Executive and the Company.  No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.


 


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 ON THE DATES SHOWN BELOW.


 


 


	
  Dated:

  	
  January 7, 2008

  	
   

  	
  MARKUS
  H. WEISSBACH, M.D., PH.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Markus H.
  Weissbach, M.D., Ph.D

  
	
   

  	
  Markus H. Weissbach,
  M.D., Ph.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  January 10, 2008

  	
   

  	
  AVERION
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin,
  Ph.D

  
	
   

  	
   

  	
  Name: 

  	
  Philip T. Lavin, Ph.D.

  
	
   

  	
   

  	
  Title: 

  	
  Executive Chairman

  



 


 


[Signature
Page to Weissbach Employment Agreement]


 


14
















 


EXHIBIT A


 


FORM OF MUTUAL GENERAL
RELEASE


 


GENERAL
RELEASE OF CLAIMS


 


By signing this Mutual
General Release of Claims (“Agreement”), each of
                                  
(“Executive”) and Averion International Corp. (“Averion” or the “Company”) acknowledges
that Executive and Averion have reached a final binding agreement as to the
circumstances surrounding Executive’s separation from employment with
Averion.  Specifically, Executive and
Averion acknowledge that they have agreed on the following agreement and that
this document contains the entire agreement with respect to the subject matter
hereof:


 


1.                                       Termination.  Executive’s employment status
with Averion will terminate effective
                    
    , 200  .


 


2.                                       Severance.  In exchange for Executive’s
entering into this Agreement, Averion will pay Executive the Severance Benefits
as defined in Section 8 of that certain Employment Agreement dated
                                
    , 2007 between Executive and the Company (the “Employment
Agreement”) in accordance with the terms thereof.


 


3.                                       Release by Executive.  In
return for the promises in Section 2 above, Executive on his own behalf,
and on behalf of his grantees, agents, representatives, heirs, devisees,
trustees, assigns, assignors, attorneys, or any other entities in which I have
an interest (collectively “Releasors”), hereby releases and forever discharges
by this Agreement, Averion, and each of its past and present agents, employees,
representatives, officers, directors, shareholders, attorneys, accountants,
insurers, advisors, consultants, affiliates, assigns, successors, heirs,
predecessors in interest, joint ventures, and subsidiary, affiliate and
commonly-controlled entities (collectively “Releasees”), from all liabilities,
causes of actions, charges, complaints, suits, claims, obligations, costs,
losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills,
penalties, fines, and all other legal responsibilities of any form whatsoever,
whether known or unknown, whether suspected or unsuspected, whether fixed or
contingent, liquidated or unliquidated, including but not limited to those
arising from or related to (i) Executive’s employment with, compensation
by and/or separation from Averion; and (ii) any acts or omissions
occurring prior to the date of this Agreement by any and all Releasees,
including those arising under any theory of law, whether common,
constitutional, statutory or other of any jurisdiction, foreign or domestic,
whether known or unknown, whether in law or in equity, which they had or may
claim to have against any of the Releasees. 
Releasors specifically release claims under all applicable state and
federal laws, based on age, sex, pregnancy, race, color, national origin,
marital status, religion, veteran status, disability, sexual orientation,
medical condition, or other anti-discrimination laws, including, without
limitation, Title VII of the Civil Rights Act of 1964 as amended, the Age
Discrimination in Employment Act (Title 29, United States Code, Sections 621, et seq.) (“ADEA”), the Americans with Disabilities Act, the
Fair Labor Standards Act, the Family Medical Leave Act, as well as all common
law claims, whether arising in tort or contract (collectively referred to as “Released
Matters”).  If any governmental agency
should assume jurisdiction over any claim, charge or complaint concerning
alleged discrimination arising out of Executive’s employment with Averion,
Releasors also waive the right to recover damages or any other remedy as a
result of such claim, charge or complaint. 
Executive acknowledges and agrees that, following the payment of the
Severance Amount in accordance with Section 8 of the Employment Agreement,
Averion and Releasees have no other liabilities or obligations, of any kind or nature,
owed to me in connection with or relating to my employment with the same.  Executive further agrees and promises that,
except for liabilities or obligations which relate to benefits under any
employee benefit 


 


A-A-1

















 


plan maintained by the Company with respect
to Executive, which liabilities or obligations are specifically reserved and
not released hereunder, Executive will not file any lawsuit or administrative
claim or charge asserting any of the foregoing Released Matters.


 


4.                                       Release by Averion.  In return for the promises in Section 3
above and other good and valuable consideration , Averion on its own behalf,
and on behalf of each of its past and present agents, employees,
representatives, officers, directors, shareholders, attorneys, accountants,
insurers, advisors, consultants, affiliates, assigns, successors, heirs,
predecessors in interest, joint ventures, and subsidiary, affiliate and
commonly-controlled entities (collectively “Releasors”), hereby release and
forever discharge by this Agreement, Executive and each of his grantees,
agents, representatives, heirs, devisees, trustees, assigns, assignors,
attorneys, or any other entities in which he has an interest  (collectively “Releasees”), from all
liabilities, causes of actions, charges, complaints, suits, claims,
obligations, costs, losses, damages, rights, judgments, attorneys’ fees,
expenses, bonds, bills, penalties, fines, and all other legal responsibilities
of any form whatsoever, whether known or unknown, whether suspected or
unsuspected, whether fixed or contingent, liquidated or unliquidated, including
but not limited to those arising from or related to (i) Executive’s
employment with, compensation by and/or separation from Averion; and (ii) any
acts or omissions occurring prior to the date of this Agreement by any and all
Releasees, including those arising under any theory of law, whether common,
constitutional, statutory or other of any jurisdiction, foreign or domestic,
whether known or unknown, whether in law or in equity, which they had or may
claim to have against any of the Releasees.


 


5.                                       Release of Age Discrimination Claims. 
Executive understands that the general release in Section 3 above
includes a waiver of rights and claims which he may have arising under the
ADEA.  Executive hereby represents that
he has been advised to consult with an attorney of his choosing regarding the
waiver of rights and claims under the ADEA. 
Executive understands that by signing this Agreement, he waives his
rights or claims under the ADEA. 
Executive further understands that he is not waiving rights or claims
under the ADEA that may arise after the effective date of this fully executed
Agreement.


 


6.                                       Waiver.  Each party hereto understands
that waiving such party’s rights means that even if either should eventually
suffer some damage arising out of Executive’s employment and/or separation from
employment with Averion, or otherwise, that neither will be able to make any
claims for those damages, even as to claims which may now exist, but which such
party does not know exist, and which if known would have affected the decision
of either to sign this Agreement.


 


7.                                       No Wrongdoing.  Each
party hereto understands that, by signing this Agreement the other party does
not admit any wrongdoing.  Each is also
admitting no wrongdoing by signing this Agreement.  Each agrees that no use of this Agreement or
any comments made by either party during the parties’ settlement discussions
will be used by either party or any of the parties’ representatives in
connection with any subsequent legal action except for an action to enforce
this Agreement.


 


8.                                       Confidential Information.  Each
party hereto understands that during Executive’s employment with Averion he had
access to Averion confidential information, including but not limited to,
client and vendor lists, financial data, marketing plans and sales techniques,
that has or could have value to Averion, which if disclosed could be
detrimental to Averion, and which Averion has taken reasonable steps to prevent
from disclosure to the general public. 
In addition to any other obligation of confidentiality to which
Executive may be bound with respect to any confidential information of Averion:


 


8.1.                              Executive
agrees that he will not use, disclose or reveal to any third party any Averion
confidential information, regardless of whether or not such information is
marked as “confidential”.


 


A-A-2

















 


8.2.                              Executive
agrees that he has returned all Averion confidential or proprietary
information, documents, materials, apparatus, equipment, other physical
property or the reproduction of any such property to Averion.


 


8.3.                              Executive
recognizes that the unauthorized use or disclosure of Averion’s confidential
information is unlawful and that Averion may obtain damages against me for any
willful misappropriation, including damages and attorney fees.


 


9.                                       Confidentiality of Agreement.  Each
party agrees that the terms and conditions of this Agreement are confidential
and shall not be discussed, disclosed or revealed by either to any third party,
except to their respective attorneys, tax advisors and, as applicable, spouse,
and except insofar as each is compelled by law to disclose it.


 


10.                                 General.  Each party acknowledges that
such party has carefully read and fully understands the nature of this
Agreement, that such party has been advised to consult with an attorney of such
party’s choosing before executing this Agreement, that such party has had the
opportunity to consider this Agreement, and that all of such party’s questions
concerning this Agreement have been answered to such party’s satisfaction.  Each party also agrees that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party will not apply in the interpretation of this Agreement.  The provisions of this Agreement together
with the applicable provisions of the Employment Agreement and exhibits
thereto, set forth the entire agreement between Executive and the Company
concerning Executive’s employment with the Company, Executive’s severance pay
and benefits and his termination of employment. 
Any other promises, written or oral, are replaced by provision of this
Agreement, and are no longer effective unless they are contained in this
document or are expressly deemed to survive the termination of Executive’s
employment with Averion in accordance with the terms of the written document in
which they are contained.  Executive
acknowledges that he has received all compensation to which he am currently
entitled through his separation date, including, without limitation, salary,
bonuses and vacation pay.


 


11.                                 Attorneys Fees.  If
any proceeding or action is brought by either party to enforce or interpret the
terms of this Agreement, the prevailing party in such proceeding or action
shall be entitled to recover from the other its costs of suit, including,
without limitation, reasonable attorneys’ fees.


 


12.                                 Governing Law.  This
Agreement will be governed by and construed in accordance with the laws of the
United States and the Commonwealth of Massachusetts, without reference to its
conflicts of laws principles.


 


13.                                 Effectiveness.  Although Executive’s execution hereof shall
entitle him to the benefits described in Section 2, this Agreement shall
not otherwise be effective until executed by both parties hereto.


 


Each party hereby agrees to submit to binding
arbitration before the American Arbitration Association (which means A WAIVER
OF THE EXECUTIVE’S OR AVERION’S RIGHT TO SUE IN COURT AND PROCEED BY A JUDGE OR
JURY TRIAL) all disputes and claims arising out of this Agreement.  Each party further and understands and agrees
that such party shall execute Averion’s standard agreement to arbitrate, which
is separate from this Agreement and may be contained in Averion’s Employee
Handbook.  This Agreement will be the
exclusive method to resolve all disputes or controversies that Executive or the
Company may have, whether or not arising out of Executive’s employment or termination
of that employment with the Company.  THE
AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF ANY RIGHT THAT EXECUTIVE OR THE
COMPANY MAY HAVE TO LITIGATE ANY CLAIM IN COURT IN A JUDGE OR JURY TRIAL.


 


A-A-3

















 


* * * * IMPORTANT NOTICE * *
* *


 


This Agreement includes a
waiver of rights and claims that Executive may have arising under the Age
Discrimination in Employment Act of 1967 (Title 29, United States Code, 621 et
seq.).  This waiver is in exchange for
the consideration described in paragraph 2 above.  Pursuant to the Older Workers Benefit
Protection Act (Public) law 101-433; 1990 S. 1551), Executive acknowledges that
this Agreement is intended to apply as a waiver of rights and claims arising
under the Age Discrimination in Employment Act of 1967.  However, by executing this Agreement,
Executive does not waive rights and claims under the Age Discrimination in
Employment Act that may arise after the date of this Agreement is executed.
                      
(Initials)


 


EXECUTIVE ACKNOWLEDGE THAT
HE HAS THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR 21 DAYS.  SHOULD EXECUTIVE DECIDE NOT TO USE THE FULL
21 DAYS, HE KNOWINGLY AND VOLUNTARILY WAIVES ANY CLAIMS THAT HE WAS NOT IN FACT
GIVEN THAT PERIOD OF TIME OR DID NOT USE THE ENTIRE 21 DAYS TO CONSULT AN
ATTORNEY AND/OR CONSIDER THIS AGREEMENT. 
EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS
FOLLOWING HIS EXECUTION OF THIS AGREEMENT, HE MAY REVOKE THIS AGREEMENT
AND RELEASE, AND THE RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
THIS SEVEN (7) DAY REVOCATION PERIOD HAS EXPIRED.  IF EXECUTIVE DOES NOT REVOKE THIS AGREEMENT
AND THE RELEASE IN THE TIME FRAME SPECIFIED, THIS AGREEMENT AND RELEASE SHALL
BE DEEMED TO BE EFFECTIVE AT 12:01 A.M. ON THE EIGHTH DAY AFTER EXECUTIVE
EXECUTES THE SAME.
                      
(Initials)


 


In exchange for the mutual
promises contained in this Agreement, the parties execute this Agreement as of
the date set forth below.


 


	
   

  	
   

  
	
  Dated:
                    ,
  200  

  	
   

  
	
   

  	
  Employee
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Averion
  International Corp.

  
	
   

  	
   

  
	
  Dated:
                    ,
  200  

  	
   

  



 


A-A-4

















 


EXHIBIT B


 


EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT


 


In consideration of my employment or continued
employment by Averion International Corp.
(the “Company”),
and the compensation now and hereafter paid to me, I hereby agree as follows:


 


1.                                      NONDISCLOSURE.


 


1.1                               Recognition
of Company’s Rights; Nondisclosure. 
At all times during my employment and thereafter, I will hold in
strictest confidence and will not disclose, use, lecture upon or publish any of
the Company’s Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with my work for
the Company, or unless an officer of the Company expressly authorizes such in
writing.  I will obtain Company’s written
approval before publishing or submitting for publication any material (written,
verbal, or otherwise) that relates to my work at Company and/or incorporates
any Proprietary Information.  I hereby
assign to the Company any rights I may have or acquire in such Proprietary
Information and recognize that all Proprietary Information shall be the sole
property of the Company and its assigns.


 


1.2                               Proprietary
Information.  The term “Proprietary Information” shall mean any and all confidential
and/or proprietary knowledge, data or information of the Company.  By
way of illustration but not limitation, the term “Proprietary Information” includes (a) tangible and intangible information relating
to compounds, biological materials, cell lines, samples of assay components,
media and/or cell lines and procedures and formulations for producing any such
assay components, media and/or cell lines, formulations, products, ideas,
processes, know-how, inventions, developments, designs, techniques, formulas,
works of authorship, methods, developmental or experimental work, clinical
data, test data, improvements, discoveries and trade secrets (hereinafter
collectively referred to as “Inventions”);
and (b) plans for research, development and new products, marketing and
selling information, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers, customers and vendors, and
information regarding the skills and compensation of other employees of the
Company.


 


1.3                               Third Party Information.  I understand, in addition, that
the Company has received and in the future will receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty
on the Company’s part to maintain the confidentiality of such information and
to use it only for certain limited purposes. 
During the term of my employment and thereafter, I will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with
their work for the Company) or use, except in connection with my work for the
Company, Third Party Information unless expressly authorized in writing by an
officer of the Company.


 


1.4                               No
Improper Use of Information of Prior Employers and Others.  During my employment by the Company I will
not improperly use or disclose any confidential information or trade secrets,
if any, of any former employer or any other person to whom I have an obligation
of confidentiality, and I will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented
to in writing by that former employer or person.  I will use in the performance of my duties
only information which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.


 


2.                                      ASSIGNMENT
OF INVENTIONS.


 


2.1                               Proprietary
Rights.  The term “Proprietary Rights”
shall mean all trade secret, patent, copyright, mask work and other
intellectual property rights throughout the world.


 


2.2                               Prior
Inventions.  Inventions, if any,
patented or unpatented, which I made prior to the commencement of my employment
with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have
set forth on Schedule 1 (Previous Inventions)
attached hereto a complete list of all Inventions that I have, alone or jointly
with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to 


 


B-1

















 


violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Schedule 1 but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Schedule 1
for such purpose.  If no such disclosure
is attached, I represent that there are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or
permit to be incorporated, Prior Inventions in any Company Inventions without
the Company’s prior written consent.


 


2.3                               Assignment
of Inventions. Subject to Sections 2.5, I hereby assign and agree to assign
in the future (when any such Inventions or Proprietary Rights are first reduced
to practice or first fixed in a tangible medium, as applicable) to the Company
all my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes, made or conceived or reduced
to practice or learned by me, either alone or jointly with others, during the
period of my employment with the Company. 
Inventions assigned to the Company, or to a third party as directed by
the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions”.


 


2.4                               Obligation
to Keep Company Informed.  During the
period of my employment and for six (6) months after termination of my
employment with the Company, I will promptly disclose to the Company fully and
in writing all Inventions authored, conceived or reduced to practice by me,
either alone or jointly with others.  In
addition, I will promptly disclose to the Company all patent applications filed
by me or on my behalf within a year after termination of employment.  I will preserve the confidentiality of any
Invention authored, conceived or reduced to practice by me.


 


2.5                               Government
or Third Party.  I also agree to
assign all my right, title and interest in and to any particular Company
Invention to a third party, including without limitation the United States, as
directed by the Company.


 


2.6                               Works
for Hire.  I acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope of my employment and which are protectable by
copyright are “works made for hire,” pursuant to United States Copyright Act
(17 U.S.C., Section 101).


 


2.7                               Enforcement
of Proprietary Rights.  I will assist
the Company in every proper way to obtain, and from time to time enforce,
United States and foreign Proprietary Rights relating to Company Inventions in
any and all countries.  To that end I
will execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request for
use in applying for, obtaining, perfecting, evidencing, sustaining and
enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify and
deliver assignments of such Proprietary Rights to the Company or its
designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company’s request on such
assistance.


 


In the event the Company is unable for any reason,
after reasonable effort, to secure my signature on any document needed in
connection with the actions specified in the preceding paragraph, I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, which appointment is coupled with
an interest, to act for and in my behalf to execute, verify and file any such
documents and to do all other lawfully permitted acts to further the purposes
of the preceding paragraph with the same legal force and effect as if executed
by me.  I hereby waive and quitclaim to
the Company any and all claims, of any nature whatsoever, which I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.


 


3.                                RECORDS.  I agree to keep and maintain adequate and
current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all Proprietary Information developed
by me and all Inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of
the Company at all times.


 


4.                                      NO
CONFLICTING OBLIGATION.  I represent
that my performance of all the terms of this Agreement and as an employee of
the Company does not and will not breach any agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by
the Company.  I have not entered into, and
I agree I will not enter into, any agreement either written or oral in conflict
herewith.


 


B-2

















 


5.                                      RETURN
OF COMPANY DOCUMENTS.  When I leave
the employ of the Company, I will deliver to the Company any and all drawings,
notes, memoranda, specifications, devices, formulas, and documents, together
with all copies thereof, and any other material containing or disclosing any
Company Inventions, Third Party Information or Proprietary Information of the
Company.  I further agree that any
property situated on the Company’s premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice.


 


6.                                      LEGAL
AND EQUITABLE REMEDIES.  Because my
services are personal and unique and because I may have access to and become
acquainted with the Proprietary Information of the Company, the Company shall
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief, without bond and
without prejudice to any other rights and remedies that the Company may have
for a breach of this Agreement.


 


7.                                      NOTICES.  Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified below or at such other address as the party shall
specify in writing.  Such notice shall be
deemed given upon personal delivery to the appropriate address or if sent by
certified or registered mail, three (3) days after the date of mailing.


 


8.                                      NOTIFICATION
OF NEW EMPLOYER.  In the event that I
leave the employ of the Company, I hereby consent to the notification of my new
employer of my rights and obligations under this Agreement.


 


9.                                      GENERAL
PROVISIONS.


 


9.1                               Governing
Law; Consent to Personal Jurisdiction. 
This Agreement will be governed by and construed according to the laws
of the Commonwealth of Massachusetts. 
Any claims or legal actions arising from or related to this Agreement
shall be commenced and maintained in a state or federal court located in
Massachusetts.


 


9.2                               Severability.  In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.  If
moreover, any one or more of the provisions contained in this Agreement shall
for any reason be held to be excessively broad as to duration, geographical
scope, activity or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the extent compatible with the applicable law as it
shall then appear.


 


9.3                               Successors
and Assigns.  This Agreement will be
binding upon my heirs, executors, administrators and other legal
representatives and will be for the benefit of the Company, its successors, and
its assigns.


 


9.4                               Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


 


9.5                               Employment.
I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, nor shall it
interfere in any way with my right or the Company’s right to terminate my
employment at any time, with or without cause.


 


9.6                               Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach.  No
waiver by the Company of any right under this Agreement shall be construed as a
waiver of any other right.  The Company
shall not be required to give notice to enforce strict adherence to all terms
of this Agreement.


 


9.7                               Entire
Agreement.  The obligations pursuant
to Sections 1 and 2 of this Agreement shall apply to any time during which I
was previously employed, or am in the future employed, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period.  This
Agreement, including the Employment Agreement to which the Agreement is
attached (the “Employment Agreement”), constitute the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof
and supersede and merges all prior discussions between us; provided that the
terms of the Employment Agreement shall govern to the extent inconsistent with
any terms contained herein.  No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing and signed by the
party to be charged.  Any subsequent
change or changes in my duties, salary or compensation will not affect the validity
or scope of this Agreement.


 


B-3

















 


This Agreement shall be effective as of the first day
of my employment with the Company, namely:


 


 


I HAVE READ THIS AGREEMENT
CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE
COMPLETELY FILLED OUT SCHEDULE 1 TO THIS AGREEMENT.


 


 


	
  Dated:

  	
  January 8, 2008

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dr. Markus H.
  Weissbach

  	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
  Dr. Markus H.
  Weissbach

  	
   

  	
   

  
	
  (Printed
  Name)

  	
   

  
	
   

  	
   

  
	
  Burgfeldermaldweg 3J,
  CH 4123 Allschwil, Switzerland

  	
   

  
	
  (Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  AVERION
  INTERNATIONAL CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Chris Codeanne

  	
   

  	
   

  
	
  Name:  Chris
  Codeanne

  	
   

  
	
  Title:   Chief
  Financial Officer

  	
   

  
					



 


 


[Signature
Page to Employee Proprietary Information And Inventions Agreement]


 





















 


SCHEDULE 1


 


	
  TO:

  	
  AVERION INTERNATIONAL CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
  PREVIOUS INVENTIONS

  	
   

  



 


1.                                       Except
as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
Averion International Corp. (the “Company”) that have been made or conceived
or first reduced to practice by me alone or jointly with others prior to my
engagement by the Company:


 


o                                    No
inventions or improvements.


 


o                                    See
below:


 


o                                    Additional
sheets attached.


 


2.                                       Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1
above with respect to inventions or improvements generally listed below, the
proprietary rights and duty of confidentiality with respect to which I owe to
the following party(ies):


 


	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o                                    Additional
sheets attached.


 


SCHEDULE-1