**Exhibit 10.32**

 

**EmploymentLetter**

 

December24, 2003

 

AlanRubinfeld

68Redner Road

Morristown,N J07960

 

DearAlan;

 

Pleaseallow this letter to serve as the entire agreement between SavientPharmaceuticals, Inc. (the “Company”) and you, Alan Rubinfeld (the “Employee”)with respect to certain aspects of your employment with the Company.

 

## Acknowledgement

 

The Company acknowledges andagrees that the Employee is and will remain a partner of, and has and willretain an interest in, Tatum CFO Partners, LLP (“Tatum”), which will benefitthe Company in that the Employee will have access to certain Tatumresources.  The Employee acknowledgesand agrees that as compensation for access to Tatum’s resources, the companywill pay certain specified amounts to Tatum as provided in the ResourcesAgreement between the Company and Tatum, dated on or about the date of thisagreement, and acknowledges that such amounts might otherwise have been paid toEmployee as compensation, and that Employee shall have no right to such amounts.  The Company and the Employee agree that anypayments made to Tatum are not to be treated as compensation to the Employeefor purposes of determining taxable income and should not be reflected ascompensation in the Employee’s W-2 report.

 

## Beginning Date

 

TheEmployee will work for the Company beginning on January 5, 2004 and thiscontract will expire on April 30, 2004.

 

Position and Duties

 

Employeeshall serve as the acting chief financial officer of the Company, reporting tothe Company’s chief executive officer. Employee shall perform such duties and functions as the Company’s chiefexecutive officer and Board of Directors shall from time to time determine andEmployee shall comply in the performance of such duties with the policies of,and be subject to the direction of, the Company’s chief executive officer andBoard of Directors.

 

Duringthe term of this Agreement, Employee shall devote all of his working time andattention, reasonable vacation time and absences for sickness excepted, to thebusiness of the Company, as necessary to fulfill his duties.  Employee shall perform the duties assignedto him with fidelity and to the best of his ability.

 

Theprincipal location at which the Employee shall perform his duties hereundershall be at the Company’s offices in East Brunswick, New Jersey.  Notwithstanding the foregoing, Employeeshall perform such services at such other locations as may be required for theproper performance of his duties

 

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hereunder,and Employee recognizes that such duties may involve periodic travel, includingtravel to the United Kingdom and Israel.

 

## Compensation

 

**Salary**

 

Employeewill be paid $20,833 a month

 

**Other Compensation Provisions:**

 

## Benefits

 

TheEmployee will be eligible to participate in the Company’s  401(k) plan to the extent permitted by theterms of such plan and will be eligible for vacation and holidays consistentwith the Company’s policy as it applies to senior management, and to the extentpermitted by the applicable plan the Employee will be exempt from any delayperiods required for eligibility.

 

Inlieu of the Employee participating in the Company-sponsored employee medicalinsurance benefit and disability plans, the Employee will participate inTatum’s group plans as a partner of Tatum, and the Company will pay theEmployee an amount equal to that portion of the premium paid by the Company inrespect of employee participation in the Company’s medical and disabilityinsurance plans.  Such payment will bemade monthly as an expense reimbursement and, to the extent permitted by law,not part of employee compensation. Notwithstanding the above, the Company may include the Employee as aparticipant in the Company’s own disability plan or other benefit plans if suchplans are not provided by Tatum.

 

TheEmployee will be covered by the Company’s director and officer insurance to thesame extent as other senior management of the Company at no additional cost tothe Employee, and the Company will maintain such insurance at all times whilethis agreement remains in effect.

 

TheCompany agrees to indemnify the Employee to the full extent permitted by lawand to the same extent as it indemnifies its other senior executive for anylosses, costs, damages, and expenses, including reasonable attorneys’ fees, asthey are incurred, in connection with any cause of action, suit, or otherproceeding arising in connection with employment with the Company.

 

## Termination

 

TheCompany may terminate the Employee’s employment for any reason upon at least 30days’ prior written notice to the Employee, such termination to be effective onthe date specified in the notice, provided that such date is no earlier than 30days from the date of delivery of the notice. Likewise, the Employee may terminate his or her employment for anyreason upon at least 30 days’ prior written notice to the Company, suchtermination to be effective on the date 30 days following the date of thenotice.  The Employee will continue torender services and to be paid during such 30-day period, regardless of who givessuch notice; provided, however, that the Company may elect not to have Employeecontinue to provide services during such period, and may prohibit Employee fromcoming to the Company’s offices during such period, but the Company shall beobligated to continue to pay Employee during such 30 day period.  The Employee may terminate this letteragreement immediately if the Company has not remained

 

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currentin its obligations under this letter or if the Company engages in or asks theEmployee to engage in or to ignore any illegal or unethical conduct.

 

Thisagreement will terminate immediately upon the death or permanent disability ofthe Employee.  For purposes of thisagreement, permanent disability will be as defined by the applicable policy ofdisability insurance or, in the absence of such insurance, by the Company’sBoard of Directors acting in good faith.

 

TheEmployee’s Salary will be prorated for the final pay period based on the numberof days in the final pay period up to the effective date of termination orexpiration.

 

 If the termination****of this Agreement is within90 days of the Beginning Date, the Employee will be entitled to receive apayment equal to the remaining term of the contract.

 

Non-Disclosure of Confidential Information

 

Employeeshall not, during the term of this Agreement, or at any time followingtermination of this Agreement, directly or indirectly, disclose or permit to beknown (other than as is required in the regular course of his duties (includingwithout limitation disclosures to the Company’s advisors and consultants) or isrequired by law (in which case Employee shall, to the extent practicable, givethe Company prior written notice of such required disclosure) or with the priorwritten consent of the Company’s chief executive officer), to any person, firmor corporation, any confidential information acquired by him during the courseof, or incident to, his employment hereunder, relating to the Company and itssubsidiaries (collectively, the “SPI Group”), any client of the SPIGroup or any corporation, partnership or other entity owned or controlled,directly or indirectly, by any of the foregoing, or in which any of theforegoing has a beneficial interest, including, but not limited to, thebusiness affairs of each of the foregoing. Such confidential information shall include, but shall not be limitedto, proprietary technology, trade secrets, patented processes, research anddevelopment data, know-how, market studies and forecasts, competitive analyses,pricing policies, employee lists, personnel policies, the substance ofagreements with customers, suppliers and others, marketing or dealershiparrangements, servicing and training programs and arrangements, customer listsand any other documents embodying such confidential information.  This confidentiality obligation shall notapply to any confidential information which thereafter becomes publiclyavailable other than pursuant to a breach of this section by Employee.

 

Allinformation and documents relating to the SPI Group as hereinabove described(or other business affairs) shall be the exclusive property of the Company, andEmployee shall use commercially reasonable best efforts to prevent anypublication or disclosure thereof.  Upontermination of Employee’s employment with the Company, all documents, records,reports, writings and other similar documents containing confidentialinformation, including copies thereof, then in Employee’s possession or controlshall be returned and left with the Company.

 

Employeeagrees that if he breaches, or threatens to commit a breach of, any of theprovisions of this non-disclosure of confidential information section of thisagreement (the “Restrictive Covenant”), the Company shall have, in addition to,and not in lieu of, any other rights and remedies available to the Companyunder law and in equity, the right to injunctive relief and/or to have theRestrictive Covenant specifically enforced by a court of competentjurisdiction, it being agreed that any breach or threatened breach of theRestrictive Covenant would cause irreparable injury to the Company and thatmoney damages would not provide an adequate remedy to the Company.  Notwithstanding the foregoing, nothingherein shall constitute a waiver by Employee of his right to contest whether abreach or threatened breach of the Restrictive Covenant has occurred.

 

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Miscellaneous

 

Thisagreement contains the entire agreement between the parties with respect to thematters contained herein, superseding any prior oral or written statements oragreements.

 

Theprovisions in this agreement concerning the payment of Salary and thenon-disclosure of confidential information will survive any termination orexpiration of this agreement.

 

Neitherparty will be liable for any delay or failure to perform under this Agreement(other than with respect to payment obligations) if and to the extent suchdelay or failure is a result of an act of God, war, earthquake, civildisobedience, court order, labor dispute, or other cause beyond such party’sreasonable control.

 

Theterms of this letter agreement are severable and may not be amended except in awriting signed by the parties.  If anyportion of this agreement is found to be unenforceable, the rest of thisagreement will be enforceable except to the extent that the severed provisiondeprives either party of a substantial portion of its bargain.

 

Thisagreement will be governed by and construed in all respects in accordance withthe laws of the State of New Jersey without giving effect to conflicts-of-lawsprinciples.

 

Eachperson signing below is authorized to sign on behalf of the party indicated,and in each case such signature is the only one necessary.

 

Pleasesign below and return a signed copy of this letter to indicate your agreementwith its terms and conditions.

 
| Sincerely  yours,                |                            |
|----------------------------------|---------------------------------|
|                             |                            |
| Savient****Pharmaceuticals,  Inc |                            |
|                             |                            |
| By:                              |   /s/  Sim Fass       |   |   |
|                             |                            |
| Name:  Dr. Sim Fass              |                            |
|                             |                            |
| Title:  CEO                      |                            |
|                             |                            |
|                             |                            |
| Acknowledged  and agreed by:     |                            |
|                             |                            |
|                             | **EMPLOYEE:**                   |
|                             |                            |
|                             |   /s/  Alan Rubinfeld |   |
|                             | (Signature)                     |
|                             |                            |
|                             | Alan  Rubinfeld                 |
|                             | (Print  name)                   |
|                             |                            |
|                             | Date:                           |   |   |
|                                  |                                 |  |  |  |  |  |

 

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