Exhibit 10.1





Exhibit 10.1



EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"), made effective as of February 6, 2018, between PERNIX THERAPEUTICS HOLDINGS, INC.,
a Maryland corporation (the "Company") and ANGUS SMITH ("Executive").


WITNESSETH:

WHEREAS, Executive will be serving as the Senior Vice President, Chief Business Officer and Principal Financial Officer of the Company; and

WHEREAS, the Company and Executive desire to enter into this Agreement to set out the terms and conditions for the continued employment relationship of Executive
with the Company.

NOW, THEREFORE, intending to be legally bound hereby, the Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be
employed by the Company, upon the following terms and conditions:





	Term.

Subject to the terms and provisions of this Agreement, this Agreement shall commence as of the date hereof (the "Effective Date") and shall continue
indefinitely until Executive's employment with the Company is terminated by the Company or by Executive.  Executive's employment hereunder is on an "at-will" basis, as defined
under applicable law, meaning that either Executive or the Company may terminate Executive's employment at any time and for any reason or no reason at all, subject to the provisions of
Section 5 hereof.  The period during which this Agreement is in effect and Executive is employed by the Company hereunder is hereinafter referred to as the "Term."



	Title, Duties and Responsibilities.



	Upon the terms and subject to the conditions herein contained, the Company shall continue to employ Executive as the Senior Vice President, Chief Business
Officer and Principal Financial Officer of the Company, reporting to the Chief Executive Officer of the Company, and Executive hereby accepts such continued employment.  Executive shall, if
requested by the Board of Directors of the Company (the "Board"), also serve as an officer or director of any affiliate of the Company for no additional compensation.


	Executive shall render such services and perform such duties commensurate with his positions as may be reasonably assigned to him from time to time by the
Chief Executive Officer of the Company.  Excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote Executive's full business time and best
efforts to the performance of Executive's duties hereunder and to the business and affairs of the Company.








	Compensation and Benefits.



	Executive's annual base salary shall be $350,000.00 per year ("Base Salary").  The Base Salary shall be payable
in accordance with the Company's normal payroll practices.  The Base Salary may be increased annually by the Board or the Compensation Committee of the Board (the "Compensation
Committee"), in its sole discretion, and all references in this Agreement to Base Salary shall include any such increase.  The Base Salary may not be decreased during the Term.



	With respect to each calendar year that ends during the Term, commencing with calendar year 2018, Executive shall be eligible to receive an annual cash bonus,
which shall be payable based on the extent to which, in the discretion of the Compensation Committee, Executive achieves specific and measurable performance objectives established by the
Compensation Committee.  Commencing with calendar year 2018 and each calendar year thereafter during the Term, the performance objectives for Executive's annual cash bonus shall be
established by the Compensation Committee within the first ninety (90) days of the calendar year to which the bonus relates.  Executive's target annual cash bonus (the "Target
Bonus") shall be equal to 50% of his Base Salary.  The exact amount of the bonus payable to Executive for any calendar year during the Term shall
be determined by the Board or the Compensation Committee, in its sole discretion, and may be less than or greater than the Target Bonus; provided, that, in no event shall the bonus payable
to Executive for any calendar year during the Term be greater than 200% of the Target Bonus.  Except as otherwise provided in this Agreement, with respect to each calendar year that ends
during the Term, including 2018, Executive must remain employed with the Company through the date on which the bonus is paid to Executive in order to be eligible to receive an annual cash
bonus for such calendar year.  


	With respect to each calendar year that ends during the Term, commencing with calendar year 2018, Executive shall be eligible to receive annual equity awards
based on the Company's and Executive's actual performance, as determined by the Board or the Compensation Committee, in its sole discretion.  Each such equity award granted to Executive
hereunder shall be granted under and subject to the terms and conditions of the Company's 2017 Omnibus Incentive Plan (or such other equity incentive plan as may be in effect from time to
time) and such other terms and conditions as are established by the Compensation Committee and set forth in an award agreement evidencing the grant of such equity award.


	During the Term, Executive shall be eligible to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time
to time, on a basis which is no less favorable than is provided to other senior executives of the Company, to the extent consistent with applicable law and the terms of the applicable employee
benefit plans, practices and programs.  The Company reserves the right to amend or cancel any employee benefit plan, practice or program at any time in its sole discretion, subject to the
terms of such employee benefit plan, practice or program and applicable law.  Executive shall be entitled to four (4) weeks of paid vacation, in addition to any Company holidays, subject to
reasonable business expectations.  Executive shall be entitled to carry forward a cumulative amount of up to ten (10) accrued but unused vacation days from calendar year to calendar year
during the Term.  The Company shall reimburse Executive for all reasonable expenses properly incurred by Executive in the discharge of his duties hereunder upon production of evidence
therefor in accordance with the Company's then current policy.

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	Termination of Employment.



	The employment of Executive hereunder may be terminated by the Company with or without Cause (as defined below) or by Executive with or without Good
Reason (as defined below).  If the Company terminates Executive's employment without Cause, it shall give Executive not less than thirty (30) days' advance written notice of such termination.
If Executive terminates his employment without Good Reason, he shall give the Company not less than thirty (30) days' advance written notice of such termination; provided, that, the Company
may elect, in its sole discretion, to waive such thirty (30) day advance written notice requirement, and any such waiver of notice by the Company shall not constitute an involuntary termination
of Executive's employment by the Company.  Executive's employment shall terminate automatically if Executive dies.  If the Company determines in good faith that the Disability (as defined
below) of Executive has occurred, and determines in good faith, consistent with applicable law, that Executive cannot perform his duties, with or without a reasonable accommodation, it may
give to Executive written notice of the termination of Executive's employment as a result of such Disability.  In such event, Executive's employment with the Company shall terminate effective
on the 30th day after receipt of such notice by Executive, provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of Executive's
duties.  Upon termination of Executive's employment hereunder for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or member of
the board of directors (or a committee thereof) of the Company or any of its affiliates.


	"Cause" shall mean: (i) Executive's willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental
illness); (ii) Executive's gross negligence or willful misconduct in the performance of his duties to the Company that he knows violates applicable law or that causes the Company or any
subsidiary thereof to violate applicable law and that, in either case, as reasonably determined, causes material harm to the reputation, goodwill or business operations of the Company; (iii)
Executive's willful violation of a material policy of the Company to which Executive is bound; (iv) Executive's commission of fraud or embezzlement with respect to the Company; (v) Executive's
conviction of, or plea of guilty or nolo contendere to, a felony (other than traffic offenses); and (vi) a willful material breach by Executive of this Agreement.  For purposes of the definition
of Cause, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief
that his action or omission was in the best interests of the Company.  Termination of Executive's employment shall not be deemed to be for Cause unless and until the Company delivers
to Executive a written notice detailing the specific acts that serve as the basis for the termination for Cause, within thirty (30) days of the Company becoming aware of such acts, and Executive
fails to cure such acts within a period of thirty (30) days of receipt of the notice of termination.    

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	"Good Reason" shall mean, without Executive's prior written consent: (i) a material diminution in Executive's duties, authority or responsibilities; (ii) a
material reduction in Executive's Base Salary or Target Bonus opportunity, (iii) a relocation of Executive to offices of the Company that are more than fifty (50) miles from the Company's offices
in Morristown, NJ, or (iv) any action or inaction that constitutes a material breach of this Agreement by the Company.  In order to invoke a termination for Good Reason, Executive must deliver
a written notice of the grounds for such termination within ninety (90) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure
the circumstances.  In order to terminate his employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the
circumstances giving rise to Good Reason have not been cured.    


	"Disability" shall mean Executive is "Disabled" within the meaning of section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as
amended (the "Code"), or a successor provision.


	Compensation Upon Termination of Employment.



	Termination by the Company for Cause or Resignation by Executive Without Good Reason.  If Executive's employment is terminated by the Company for
Cause or by Executive without Good Reason, the Company shall provide the following (referred to in this Agreement as the "Accrued Obligations") to Executive: (i) Executive's Base
Salary, vacation and other cash entitlements accrued through the date of termination shall be paid to Executive in a lump sum of cash on the first regularly scheduled payroll date that is at least
ten (10) days from the date of termination to the extent theretofore unpaid, (ii) any earned but unpaid annual bonus for the calendar year preceding the calendar year of termination shall be
paid to Executive in a lump sum of cash on the date that annual bonuses are paid to similarly situated executives, but in no event later than March 15 of the calendar year in which the date of
termination occurs; (iii) any amounts owing to Executive for reimbursements of expenses properly incurred by Executive prior to the date of his termination of employment and which are
reimbursable in accordance with Section 3(d) above shall be payable in accordance with the Company's expense reimbursement policy in a lump sum of cash on the first regularly scheduled
payroll date that is at least ten (10) days from the date of termination to the extent theretofore unpaid; (iv) the amount of any compensation previously deferred by Executive shall be paid to
Executive in accordance with the terms of the applicable deferred compensation plan to the extent theretofore unpaid; and (v) amounts that are vested benefits or that Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company at or subsequent to the date of termination, payable in accordance with
such plan, policy, practice or program or contract or agreement, and the Company shall have no other severance obligations with respect to Executive under this Agreement.


	Termination by the Company Without Cause or Resignation by Executive With Good Reason.  Except as provided in Section 5(c) below, if Executive's
employment is terminated by the Company without Cause (other than as a result of Executive's death or Disability), or if Executive resigns with Good Reason, Executive shall be entitled to
receive the Accrued Obligations, which shall be payable as provided in Section 5(a) hereof, and, subject to his execution and non-revocation of the release described in Section 5(e) below and
his compliance with the restrictive covenants in Section 8 hereof, Executive shall be entitled to receive the following: 

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	An amount equal to the sum of: (i) 100%  of Executive's annual Base Salary in effect at the time of his termination of employment (without taking into account any
reduction that constituted Good Reason for Executive's resignation); and (ii) 100% of the Target Bonus (without taking into account any reduction that constituted Good Reason for Executive's
resignation), less all applicable payroll deductions, paid in substantially equal installments in accordance with the Company's normal payroll practices over the twelve (12) month period
following Executive's termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), but in any event within sixty (60) days
following Executive's termination date, provided that the initial payment will include a catch-up payment to cover the period between Executive's termination date and the date of such first
payment and the remaining amounts shall be paid over the remainder of such twelve (12) month period; and


	provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of
1985 ("COBRA"), Executive and such eligible dependents shall be entitled to continue to participate in such basic medical, dental, vision and prescription drug benefits as in effect
from time to time, on the same terms and conditions as applicable to active senior executives of the Company, and the Company shall reimburse Executive an amount equal to 150% of the
monthly COBRA premium paid by Executive for him and his eligible dependents, for twelve (12) months or, if earlier, until the date Executive becomes eligible to receive coverage from another
employer or is otherwise no longer eligible to receive COBRA continuation coverage, which reimbursements shall be paid to Executive on each Company payroll date that occurs after the
monthly premium is due and such reimbursements shall commence on the first payroll date that occurs on or after the Release Effective Date, but in any event within sixty (60) days following
Executive's termination date, provided that the initial payment will include a catch-up payment to cover the period between Executive's termination date and the date of such first payment and
the remaining amounts shall be paid over the remainder of such twelve (12) month period.  Notwithstanding the foregoing provisions of this Section 5(b)(ii), in the event the Company
determines that such provisions would subject Executive to taxation under Code Section 105(h), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive as
set forth in the preceding sentence, the Company shall pay to Executive an amount equal to one hundred fifty percent (150%) of the amount Executive would be required to pay for continuation
of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months.  This amount shall be paid in a lump sum at the same time
payments under Section 5(b)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue
health care coverage under COBRA.

For the avoidance of doubt, the amounts paid under this Section 5(b) are in lieu of payment to Executive under any other severance agreement, plan, policy, practice or
program of the Company.



	Termination by the Company Without Cause or Resignation by Executive With Good Reason Following a Change in Control.  If Executive's employment is
terminated by the Company without Cause (other than as a result of Executive's death or Disability), or if Executive resigns with Good Reason, in any such case, on or within twelve (12)
months following a Change in Control (defined below), Executive shall be entitled to receive the Accrued Obligations, which shall be payable as provided in Section 5(a) hereof, and, subject to
his execution and non-revocation of the release described in Section 5(e) below and his compliance with the restrictive covenants in Section 8 hereof, Executive shall be entitled to receive the
following: 

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	an amount equal to the sum of: (i) 125% of Executive's annual Base Salary in effect at the time of his termination of employment (without to taking into account any
reduction that constituted Good Reason for Executive's resignation) and (ii) 125% of the Target Bonus (without taking into account any reduction that constituted Good Reason for Executive's
resignation), less all applicable payroll deductions, paid in substantially equal installments in accordance with the Company's normal payroll practices over the twelve (12) month period
following Executive's termination date, commencing on the first payroll date that occurs on or after the Release Effective Date , but in any event within sixty (60) days following Executive's
termination date, provided that the initial payment will include a catch-up payment to cover the period between Executive's termination date and the date of such first payment and the
remaining amounts shall be paid over the remainder of such twelve (12) month period; 


	a cash payment in an amount equal to the Target Bonus (as determined above) multiplied by a fraction, the numerator of which is the number of days during which
Executive was employed by the Company in the calendar year of his termination of employment and the denominator of which is three hundred sixty-five (365), which payment shall be made in
a lump sum, less all applicable payroll deductions, on the date that annual bonuses are paid to similarly situated executives, but in no event later than March 15 of the calendar year following
the calendar year of Executive's termination of employment;


	all outstanding, unvested equity awards held by Executive on the date his employment terminates shall become fully vested as of such date, and each outstanding
stock option held by Executive on such date shall remain exercisable until the earlier of the original expiration date of such stock option and the six (6) month anniversary of Executive's
termination of employment; and 


	provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, Executive and such eligible dependents
shall be entitled to continue to participate in such basic medical, dental, vision and prescription drug benefits as in effect from time to time, on the same terms and conditions as applicable to
active senior executives of the Company, and the Company shall reimburse Executive an amount equal to 150% of the monthly COBRA premium paid by Executive for him and his eligible
dependents, for fifteen (15) months or, if earlier, until the date Executive becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA
continuation coverage, which reimbursements shall be paid to Executive on each Company payroll date that occurs after the monthly premium is due and such reimbursements shall
commence on the first payroll date that occurs on or after the Release Effective Date, but in any event within sixty (60) days following Executive's termination date, provided that the initial
payment will include a catch-up payment to cover the period between Executive's termination date and the date of such first payment and the remaining amounts shall be paid over the
remainder of such fifteen (15) month period.  Notwithstanding the foregoing






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provisions of this Section 5(c)(iv), in the event the Company determines that such provisions would subject
Executive to taxation under Code Section 105(h), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive as set forth in the preceding sentence, the
Company shall pay to Executive an amount equal to one hundred fifty percent (150%) of the amount Executive would be required to pay for continuation of group health coverage for Executive
and his eligible dependents through an election under COBRA for fifteen (15) months.  This amount shall be paid in a lump sum at the same time payments under Section 5(b)(i) commence
and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under
COBRA


For the avoidance of doubt, the amounts paid under this Section 5(c) are in lieu of payment to Executive under any other severance agreement, plan, policy, practice or
program of the Company.


	Death or Disability.  If Executive's employment is terminated by reason of Executive's death or Disability, the Company shall provide the Accrued
Obligations to Executive or his estate or beneficiaries, as applicable, and (i) in the event of death, Executive's beneficiaries shall be entitled to receive any Company life insurance benefits in
which he was covered at the time of his death or (ii) in the event of Disability, Executive shall be entitled to receive any disability benefits under any applicable long-term disability plan of the
Company which covers Executive. 


	Release.  Executive agrees that, as a condition to receiving the severance payments and benefits set forth in Section 5(b) or Section 5(c), as applicable,
Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit B.  Within two (2) business days of Executive's date of termination, the
Company shall deliver to Executive the release for Executive to execute.  Executive will forfeit all rights to the severance payments and benefits set forth in Section 5(b) or Section 5(c), as
applicable, unless, within fifty (50) days of delivery of the release by the Company to Executive, Executive executes and delivers the release to the Company and such release has become
irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the "Release Effective Date").  The Company's obligation
to pay the severance payments and benefits set forth in Section 5(b) or Section 5(c), as applicable, is subject to the occurrence of the Release Effective Date, and if the Release Effective Date
does not occur, then the Company shall have no obligation to pay such severance payments and benefits.  


	Definition of Change in Control.  For purposes of this Agreement, a "Change in Control" shall be deemed to occur if and when the first of the
following occurs: (i) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder and any successor thereto (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company's then outstanding voting securities; (ii) the closing of a merger or similar business
combination (each, an "Business Combination") involving the Company if (x) the shareholders of the Company, immediately before such Business Combination, do not, as a result
of such Business Combination, own,




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directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such
Business Combination in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such
Business Combination or (y) immediately following the Business Combination, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the
board of directors of the entity resulting from such Business Combination (or, if the entity resulting from such Business Combination is then a subsidiary, the ultimate parent thereof); or (iii) a
complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of the assets of the Company.  Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities is acquired
by: (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (B) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such
acquisition.  Notwithstanding anything in this Section 5(f) to the contrary, a Change in Control shall not be deemed to have occurred as a result of any restructuring of the Company's debt,
including but not limited to any transaction whose purpose is solely to finance or re-finance the financial obligations of the Company.  



	Section 280G.



	Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the "Excise
Tax"); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or
agreement with Company or an affiliate of Company (collectively, the "Payments") that would constitute a "parachute payment" within the meaning of Section 280G of the
Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by
Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made.


	The "net after-tax benefit" shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute
"parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with
respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth
in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above.


	All determinations under this Section 6 will be made by an accounting firm or law firm (the "280G Firm") that is mutually agreed to by Executive and the
Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code).  The 280G Firm shall be required to evaluate
the extent to which payments are exempt from Section 280G of the Code as reasonable




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compensation for services rendered before or after the Change in Control.  All fees and expenses of the
280G Firm shall be paid solely by the Company.  The Company will direct the 280G Firm to submit any determination it makes under this Section 6 and detailed supporting calculations to both
Executive and the Company as soon as reasonably practicable.



	If the 280G Firm determines that one or more reductions are required under this Section 6, such Payments shall be reduced in the order that would provide
Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by
the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time
have the unilateral right to forfeit any equity award in whole or in part.


	As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 6, it is
possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts
should be paid or distributed to Executive (collectively, the "Underpayments"). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue
Service against the Company or Executive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that
an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount
will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under
Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an
Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive
without interest.


	The Company and Executive will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested
by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 6.  For
purposes of making the calculations required by this Section 6, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code.


	Confidential Information.

Executive recognizes and acknowledges that: (i) in the course of Executive's employment by the Company it will be necessary for Executive to acquire information
which could include, in whole or in part, information concerning the Company's sales, sales volume, sales methods, sales proposals, customers and prospective customers, identity of
customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers' purchases from the Company,
the Company's sources of supply, computer programs, system documentation, special hardware, product hardware, related software development, manuals, formulae, processes, methods,




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machines, compositions, ideas, improvements, inventions or other confidential or proprietary information belonging to the Company or relating to the Company's affairs (collectively referred to
herein as the "Confidential Information"); (ii) the Confidential Information is the property of the Company; (iii) the use, misappropriation or disclosure of the Confidential Information
would constitute a breach of trust and could cause irreparable injury to the Company; and (iv) it is essential to the protection of the Company's good will and to the maintenance of the
Company's competitive position that the Confidential Information be kept secret and that Executive not disclose the Confidential Information to others or use the Confidential Information to
Executive's own advantage or the advantage of others.



	Confidentiality, Non-Solicit, Inventions and Related Covenants.



	Except as provided in Section 8(g), Executive agrees to hold and safeguard the Confidential Information in trust for the Company, its successors and assigns and
agrees that he shall not, without the prior written consent of the Company, disclose or make available to anyone for use outside the Company at any time, either during his employment by the
Company or subsequent to the termination of his employment by the Company for any reason, including without limitation termination by the Company in a termination for Cause or otherwise,
any of the Confidential Information, whether or not developed by Executive, except as required in the performance of Executive's duties to the Company.  The Company and Executive
acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC   1833(b), an individual may not be held liable under any criminal or civil federal or
state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or
investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  The Company and Executive further
acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret
information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court
order.


	Upon the termination of Executive's employment by the Company or by Executive for any reason, including without limitation termination by the Company in a
termination for Cause or otherwise, Executive shall promptly deliver to the Company all originals and copies of correspondence, drawings, blueprints, financial and business records, marketing
and publicity materials, manuals, letters, notes, notebooks, laptops, reports, flow-charts, programs, proposals and any documents concerning the Company's customers or concerning products
or processes used by the Company and, without limiting the foregoing, shall promptly deliver to the Company any and all other documents or materials containing or constituting Confidential
Information.


	Upon termination of Executive's employment by the Company or by Executive for any reason, including without limitation termination by the Company in a
termination for Cause or otherwise, Executive agrees that for a period of one (1) year after such termination of employment hereunder, Executive shall not, directly or indirectly, solicit for hire,
attempt to hire, or encourage or recommend for hire, any individual who is a Company employee




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or exclusive agent, consultant, or representative at the time of Executive's termination of
employment or was so employed or engaged at any time within six (6) months prior to Executive's last day of employment at the Company nor interfere with the Company's relationship with an
independent contractor.  The foregoing shall not be violated by general advertising not targeted at Company employees or by serving as a reference upon request to an entity with which
Executive is not affiliated.    



	Executive agrees that all inventions, discoveries, improvements and patentable or copyrightable works ("Inventions") initiated, conceived or made by him
in the course of his employment with the Company, either alone or in conjunction with others, shall be the sole property of the Company to the maximum extent permitted by applicable law and,
to the extent permitted by law, shall be "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C., Section 101).  The Company shall be the sole
owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith; provided, however that this Section 8(d) shall not apply to Inventions
which are not related to the business of the Company and which are made and conceived by Executive not during normal working hours, not on the Company's premises and not using the
Company's tools, devices, equipment or Confidential Information. Subject to the foregoing, Executive hereby assigns to the Company all right, title and interest he may have or acquire in all
Inventions; provided, however, that the Board may in its sole discretion agree to waive the Company's rights pursuant to this Section 8(d).  Executive agrees to cooperate reasonably with the
Company and at the Company's expense, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents,
trademarks and other intellectual property rights (both in the United States and foreign countries) relating to the Inventions.  Executive shall sign all papers, including, without limitation,
copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, that the Company reasonably may deem necessary or
desirable in order to protect its rights and interests in any Inventions.  Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive's signature on any
such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the
Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company reasonably may deem necessary or desirable in order to
protect its rights and interests in any Inventions, under the conditions described in this Section 8(d).  Executive will not assert any rights to any invention, discovery, idea or improvement relating
to the business of the Company or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company, except for the matters, if any, described in
Exhibit A to this Agreement.  Executive agrees that he will promptly disclose to the Company all Inventions initiated, made, conceived or reduced to practice by him, either alone or
jointly with others, during the Term.


	During the Term and thereafter, Executive agrees not to and the Company agrees not to and to cause its Board and Section 16 reporting officers not to, utter,
publish, or communicate, or cause the utterance, publication or communication of any defamatory, disparaging, or untrue, inaccurate, or misleading statements or opinions intended to cause
the other to be held in lower regard.  The foregoing shall not be violated by testimony in response to legal processes, statements made in good faith performance of duties to the Company,
normal competitive type statements or rebuttal of false or misleading statements about the Company or Executive, as the case may be.

                                              11









	The parties agree that certain matters in which Executive will be involved during the Term may necessitate Executive's cooperation in the future. Accordingly,
following the termination of Executive's employment for any reason, to the extent reasonably requested by the Board and subject to Executive's professional commitments, Executive shall
cooperate with the Company in connection with matters arising out of Executive's service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of
Executive's other activities.  The Company shall pay Executive a reasonable per diem and reimburse Executive for reasonable expenses incurred in connection with such
cooperation.


	Nothing in this Agreement, including Sections 8(a) - 8(f) above, restricts or prohibits Executive from initiating communications directly with, responding
to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation
directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations
Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the
whistleblower provisions of state or federal law or regulation.


	Injunctive and other relief.



	In the event of a breach by Executive of the terms of this Agreement, the Company shall be entitled, if it shall so elect, to institute legal proceedings to obtain
damages for any such breach, or to enforce the specific performance of this Agreement by Executive and to enjoin Executive from any further violation of this Agreement and to exercise such
remedies cumulatively or in conjunction with all other rights and remedies provided by law.  Executive acknowledges, however, that the remedies at law for any breach by him of the provisions
of this Agreement may be inadequate and that the Company shall be entitled to injunctive relief against him in the event of any breach whether or not the Company may also be entitled to
recover damages hereunder.


	It is the intention of the parties that the provisions of Section 8 hereof shall be enforceable to the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder thereof.  If any provision or provisions
hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions
and to alter the bounds thereof in order to render it valid and enforceable.


	Clawback/Recoupment.  Notwithstanding any other provision in this Agreement to the contrary, to the extent the Company adopts a "clawback" or recoupment policy
(i) that is applicable to all senior executives of the Company or (ii) in order to comply with applicable law, rule, or regulation, Executive acknowledges that the Company may require that any
incentive compensation payable to Executive pursuant to this Agreement or any other agreement or



                                              12








arrangement, in each such case, the payment of which is based on the level of
achievement of financial performance goals, may be subject to such policy; provided that any mandatory repayment by Executive to the Company under such policy will be limited to the excess
of the compensation that is paid to Executive as a result of the accounting restatement, unless otherwise required by applicable law, rule or regulation.



	Attorneys' Fees.  In the event that any suit, action or arbitration proceeding is instituted under or in relation to this Agreement, the prevailing party in such dispute shall be entitled
to recover from the losing party all fees, costs and expenses of enforcing or defending any right of such prevailing party under or with respect to this Agreement, including without limitation,
such reasonable fees and expenses of attorneys and accountants (which shall include, without limitation, all fees, costs and expenses of appeals).  All costs of arbitration, including the fees
and expenses of the arbitrator, shall be borne by such losing party.


	Arbitration.  Except as excluded below, any legal or equitable claim or controversy arising out of or relating to this Agreement, including but not limited to Executive's employment
by the Company or the termination of that employment (whether by Executive or the Company), shall be settled exclusively by binding arbitration in the Borough of Manhattan, City of New
York, State of New York (or the regional office of AAA located in the Borough of Manhattan, City of New York, State of New York) before a single arbitrator, conducted in accordance with the
Federal Arbitration Act and the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") which are then in effect (the
"Rules").  A party seeking arbitration must: (i) deliver a written demand for arbitration and the applicable filing fee to the regional office of AAA located in the Borough of Manhattan,
City of New York, State of New York and (ii) on the same day, send a copy of that demand to the other party.  In accordance with the Rules, the demand must describe all claims the party
seeks to arbitrate, and must be received by the AAA and the other party within the applicable statute of limitations governing that claim, or the party seeking arbitration will be barred from
pursuing that claim.  All aspects of the arbitration process, including the demand for arbitration, the hearing, and the record of the proceeding, shall be confidential and shall not be open to or
disclosed to any third party or the public.  Notwithstanding the foregoing, this agreement to arbitrate shall not apply to or cover (x) any claim by Executive for workers' compensation benefits or
unemployment compensation benefits, (y) claims by Executive relating to employee benefits under any of the Company's insurance, disability, or retirement plans to the extent they must be
raised with the administrator of the relevant plan pursuant to the terms of that plan and (z) any claim by the Company for injunctive or equitable relief, including without limitation claims that
Executive has violated any part of Section 8 of this Agreement, or involving intellectual property, unfair competition, or trade secrets.


	Governing Law.

This Agreement shall be construed and enforced under and be governed in all respects by the laws of the State of New Jersey without regard to the conflict of laws
principles thereof.  For the purposes of any claim or cause of action in any legal proceeding initiated over any dispute arising out of or relating to this Agreement or any of the transactions
contemplated hereby that is not subject to arbitration pursuant to Section 12 above, such claim or cause of action shall be initiated in any federal or state court located within the County of
Morris, State of New Jersey,




                                              13








and the parties further agree that venue for all such matters shall lie exclusively in those courts.  The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection that they may now or hereafter have, including, without limitation, any claim of forum non conveniens, to venue and any objection to personal
jurisdiction or venue in such jurisdiction in the courts located in the County of Morris, State of New Jersey. The parties agree that a judgment in any such dispute may be enforced in other
jurisdictions by proceedings on the judgment or in any other manner provided by law.



	Amendments, waivers, etc.

No amendment of any provision of this Agreement, and no postponement or waiver of any such provision or of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be valid unless such amendment, postponement or waiver is in writing and signed by or on behalf of the Company and
Executive.  No such amendment, postponement or waiver shall be deemed to extend to any prior or subsequent matter, whether or not similar to the subject matter of such amendment,
postponement or waiver.  No failure or delay on the part of the Company or Executive in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall
any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


	Assignment.

The rights and duties of the Company under this Agreement may be transferred to, and shall be binding upon, any person or company which acquires or is a successor
to the Company, its business or a significant portion of the assets of the Company by merger, purchase or otherwise, and the Company shall require any such acquirer or successor by
agreement in form and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
Company, as the case may be, would be required to perform if no such acquisition or succession had taken place.  Regardless of whether such agreement is executed, this Agreement shall be
binding upon any acquirer or successor in accordance with the operation of law and such acquirer or successor shall be deemed the "Company", as the case may be, for purposes
of this Agreement.  Except as otherwise provided in this Section 15, neither the Company nor Executive may transfer any of their respective rights and duties hereunder except with the written
consent of the other party hereto.



	Notices.

Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested,
or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):




                                              14







If to the Company:


Pernix Therapeutics Holdings, Inc.

                   10 North Park Place, Suite 201

                   Morristown, NJ 07960

                   Attn: Vice President, Human Resources


If to Executive, to such address as shall most currently appear on the records of the Company.



	Severability.

The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this
Agreement, which shall remain in full force and effect.


	Interpretation, etc.

The Company and Executive have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the Company and Executive and no presumption or burden of proof shall arise favoring or disfavoring the Company or Executive
because of the authorship of any of the provisions of this Agreement.  The word "including" shall mean including without limitation.  The rights and remedies expressly specified in
this Agreement are cumulative and are not exclusive of any rights or remedies which either party would otherwise have.  The Section headings hereof are for convenience only and shall not
affect the meaning or interpretation of this Agreement.  


	Integration; counterparts.

This Agreement and the Indemnification Agreement (as defined below) constitute the entire agreement among the parties and supersede any prior understandings,
agreements or representations by or among the parties, written or oral, to the extent they relate to the subject matter hereof, including the offer letter between Executive and the Company,
dated September 15, 2014 (the "Offer Letter").  Notwithstanding the foregoing, the requirement in the Offer Letter that Executive re-pay to the Company the entire sign-on bonus
paid to him pursuant to the Offer Letter if Executive voluntarily leaves the Company prior to a year following Executive's date of hire, shall not be superseded by this Agreement and shall
remain in full force and effect.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the
same instrument.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.


	Indemnification.

The Company and Executive shall enter into an Indemnification Agreement, effective as of February 6, 2018 (the "Indemnification Agreement"). To the extent
any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern.




                                              15








	Survivorship.

The respective rights and obligations of the parties under this Agreement, including, without limitation the Company's obligations to pay and provide the severance
benefits described in Section 5(b) and 5(c) of this Agreement, shall survive any termination of Executive's employment to the extent necessary to carry out the intentions of the parties under
this Agreement.


	Withholding.

The Company may withhold from any benefit payment or any other payment or amount under this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.


	Section 409A.



	The payments and benefits under this Agreement are intended to comply with or be exempt from Section 409A of the Code, and the regulations and guidance
promulgated thereunder (collectively, "Section 409A") and this Agreement shall be interpreted and construed in a manner intended to comply therewith.  For purposes of this
Agreement, Executive will be considered to have experienced a termination of employment only if Executive has a "separation from service" with the Company and all of its
controlled group members within the meaning of Section 409A.  Whether Executive has a separation from service will be determined based on all of the facts and circumstances and in
accordance with the guidance issued under Section 409A.


	Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment.  For purposes of this Agreement,
each payment is intended to be excepted from Section 409A to the maximum extent provided as follows:  (i) each payment made within the applicable 21⁄2 month period specified in Treas. Reg. §
  1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception; (ii) post-termination medical benefits are intended to be excepted under the medical benefits exception as
specified in Treas. Reg. §  1.409A-1(b)(9)(v)(B); and (iii) to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term
deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. §   1.409A-1(b)(9)(iii).  With respect to payments
subject to Section 409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section 409A.
Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section
409A.  Executive shall have no right to designate the date or any payment under this Agreement.  If the sixty (60) day period following separation from service for which severance payments
are to commence begins in one calendar year and ends in a second calendar year, the portion of such payments that are otherwise payable in the first calendar year will be delayed and
commence to be paid in a lump sum within the remainder of the sixty (60) day period that occurs in the second calendar, but only (i) with respect to the portion of such amounts that are payable
within such sixty (60) day period that constitute deferred compensation subject to Section 409A and (ii) to the extent no additional delay is required pursuant to Section 23(c) below.

                                              16









	If Executive is a "specified employee" (as that term is used in Section 409A and regulations and other guidance issued thereunder) on the date of
Executive's separation from service, any benefits payable under this Agreement that constitute non-qualified deferred compensation subject to Section 409A shall be delayed until the earlier of
(i) the first business day following the six-month anniversary of the date of Executive's separation from service, or (ii) the date of Executive's death, but only to the extent necessary to avoid the
adverse tax consequences and penalties under Section 409A.  On the earlier of (x) the first business day following the six-month anniversary of the date of Executive's separation from service,
or (y) Executive's death, the Company shall pay Executive (or Executive's estate or beneficiaries) a lump-sum payment equal to all payments deferred pursuant to the preceding
sentence.


	If any of the reimbursements or in-kind benefits provided for under this Agreement are subject to Section 409A, the following rules shall apply: (i) in no event shall
any such reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of such reimbursable expenses incurred, or
the provision of in-kind benefits, in one tax year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other tax year; and (iii) the right to such
reimbursement for expenses or provision of in-kind benefits is not subject to liquidation or exchange for any other benefit.

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


PERNIX THERAPEUTICS HOLDINGS, INC.



By:/s/ Kenneth R. Piña

Kenneth R. Piña

                  Senior Vice President & Chief Legal Officer

 



/s/ Angus Smith

           Angus Smith



















                                           17









EXHIBIT A

 

Prior Inventions

 

None.


                                           A-1









EXHIBIT B


Release


You, for yourself, your spouse and your agents, successors, heirs, executors, administrators and assigns, hereby irrevocably and unconditionally forever release and discharge Pernix
Therapeutics Holdings, Inc. (the "Corporation"), its parents, divisions, subsidiaries and affiliates and its and their current and former owners, directors, officers,
stockholders, insurers, benefit plans, representatives, agents and employees, and each of their predecessors, successors, and assigns (collectively, the "Releasees"), from
any and all actual or potential claims or liabilities of any kind or nature, including, but not limited to, any claims arising out of or related to your employment and separation from employment with
the Corporation and any services that you provided to the Corporation; any claims that you may have for any benefits under the Employee Retirement Income Security Act of 1974
("ERISA") (except for vested ERISA benefits); any claims that you may have for discrimination, harassment or retaliation of any kind or based upon any legally protected
classification or activity; any claims that you may have under Title VII of the Civil Rights Acts of 1964, the Civil Rights Act of 1866 and 1964, as amended, 42 U.S.C. §   1981, the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, 42 U.S.C. §  1981, 42 U.S.C. §   1983, the Family Medical Leave Act and any
similar state law, the Fair Credit Reporting Act and any similar state law, the Fair Credit Reporting Act, 15 U.S.C. §   1681, et seq., the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. §   2101, et seq., the Equal Pay Act and any similar state law, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee
Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the New Jersey Equal Pay Act, and any retaliation claims that you
may have under the New Jersey Workers' Compensation Law, as well as any amendments to any such laws; any claims that you may have for any violation of any federal or state constitutions
or executive orders; any claims for wrongful or constructive discharge, violation of public policy, breach of contract or promise (oral, written, express or implied), personal injury not covered by
workers' compensation benefits, misrepresentation, negligence, fraud, estoppel, defamation, infliction of emotional distress, contribution and any claims that you may have under any other
federal, state or local law, including those not specifically listed in this Release, that you, your heirs, executors, administrators, successors, and assigns now have, ever had or may hereafter
have, whether known or unknown, suspected or unsuspected, up to and including the date of your execution of this Release.


For the purpose of implementing a full and complete release and discharge of the Releasees as set forth above, you acknowledge that this Release is intended to include in its effect,
without limitation, all claims known or unknown that you have or may have against the Releasees which arise out of or relate to your employment, including but not limited to performance or
termination of employment with the Corporation, except for, and notwithstanding anything in this Release to the contrary, claims which cannot be released solely by private agreement.  This
Release also excludes (i) any claims relating to any right you may have to payments pursuant to Section 5(b) or Section 5(c), as applicable, of the Employment Agreement, entered into as of
July 21, 2017, by and between the Corporation and you (the "Employment Agreement"), (ii) any Accrued Obligations (as defined in the Employment Agreement), (iii) any entitlements to vested


                                           B-1









equity rights, (iv) any claim for workers' compensation benefits and (v) any rights you may have to indemnification or directors' and officers' liability insurance under the
Indemnification Agreement.  You further acknowledge and agree that you have received all leave, compensation and reinstatement benefits to which you were entitled through the date of your
execution of this Release (other than the Accrued Obligations), and that you were not subjected to any improper treatment, conduct or actions as a result of a request for leave, compensation
or reinstatement.


You affirm, by signing this Release, that you have not suffered any unreported injury or illness arising from your employment, and that you have not filed with any federal, state
or local court any actions against Releasees relating to or arising out of your employment with or separation from the Corporation.


Nothing in this Agreement restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential
information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or
entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange
Commission, the Congress, and any agency Inspector General (collectively, the "Regulators"), or from making other disclosures that are protected under the whistleblower
provisions of state or federal law or regulation.  However, to the maximum extent permitted by law, you are waiving your right to receive any individual monetary relief from the Company or any
others covered by the Release resulting from such claims or conduct, regardless of whether you or another party has filed them, and in the event you obtain such monetary relief the Company
will be entitled to an offset for the payments made pursuant to this Agreement.  This Agreement does not limit your right to receive an award from any Regulator that provides
awards for providing information relating to a potential violation of law.


Pursuant to 18 USC §   1833(b), you understand that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade
secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, you understand that an individual suing an employer for retaliation based on the
reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the
trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.  Nothing in this Release is intended to conflict with 18 USC §   1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 USC §   1833(b).


You acknowledge:




	That you were provided twenty-one (21) full days during which to consider whether to sign this Release.  If you have signed this Release prior to the
expiration of the 21-day period, you have voluntarily elected to forego the remainder of that period. 


	That you have carefully read and fully understand all of the terms of this Release, including its Attachment A.

                                           B-2










	That you understand that by signing this Release, you are waiving your rights under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act,
29 U.S.C. § 621, et seq., and that you are not waiving any rights arising after the date that this Release is signed.


	That you have been given an opportunity to consult with anyone you choose, including an attorney, about this Release.


	That you understand fully the terms and effect of this Release and know of no claim that has not been released by this Release.  


	That these terms are final and binding on you.


	That you have signed this Release voluntarily, and not in reliance on any representations or statements made to you by any employee or officer of the Corporation or any of its
subsidiaries.


	That you have seven (7) days following your execution of this Release to revoke it in writing, and that this Release is not effective or enforceable until after this seven (7) day period has
expired without revocation.  If you wish to revoke this Release after signing it, you must provide written notice of your decision to revoke this Release to the Corporation, to the attention of the
Vice President, Human Resources, Pernix Therapeutics Holdings, Inc., 10 North Park Place, Suite 201, Morristown, NJ 07960, by no later than 11:59 p.m. on the seventh calendar day after the
date on which you have signed this Release. 

PLEASE READ CAREFULLY.  THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


ACKNOWLEDGED AND AGREED



	
______________________________
Angus Smith
	
  
	
______________________________
Date




   


                                           B-3