XENETIC
BIOSCIENCE INC.


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement ("Agreement")
is entered into as of this 1st day of December 2016 by and between Xenetic
Bioscience, Inc., a Nevada corporation with a principal place of business in Lexington, Massachusetts (the "Company"),
and Jeffrey Eisenberg, an individual (the "Executive").


 


WHEREAS,
the Company and the Executive wish to set forth the terms and conditions for the employment of the Executive by the Company;


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein,
and other good and valuable consideration the receipt of which is hereby acknowledged, the parties mutually agree as follows:


 


Section
1. Term of Employment.


 


(a)                   
General. The Company will employ Executive, and Executive will be employed
by the Company, for the period set forth
in Section 1(b), in the positions set forth in Section 2, and upon the other terms
and conditions herein provided commencing on December 1, 2016


(the "Effective
Date").


 


(b)                  
Term. The initial term of employment under this Agreement (the "Initial
Term") shall be for the period beginning on the Effective Date and ending on
the first anniversary thereof, unless earlier terminated as provided in Section 7. The Initial Term shall automatically be extended
for successive one year periods (each, an "Extension Term" and, collectively
with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than
90 days prior to the expiration of the then-applicable Term. The Executive's employment with the Company shall be "at will,"
meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason.


 


(c)                   
Location. During the Term, the Executive's principal place of employment shall be in Miami,
Florida or Lexington, MA, at the discretion of the Executive. The Executive acknowledges that Executive's duties and responsibilities
shall require the Executive to travel on business to the extent reasonably necessary to fully perform Executive's duties and responsibilities
hereunder.


 


Section 2.
Duties and Exclusivity.


 


(a)                   
During the Term, the Executive (i) shall serve as Chief Operating Officer of the Company,
with responsibilities, duties and authority customary for such position, subject to
direction by the Chief Executive Officer or the Board of Directors of the Company (the "Board"), (ii) shall report directly
to the Chief Executive Officer; (iii) shall devote substantially all the Executive's working time and efforts to the business
and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the Company's
rules and policies as adopted by the Company from time to time. The Executive's duties, responsibilities and authority
may include services for one or more subsidiaries of the Company.


 


(b)                 
Notwithstanding anything to the contrary in Section 2(a) above, the Executive may (i) serve as a director, trustee or officer
or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; and (ii) with the
advanced consent of the




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Board,
serve on the
board
of directors of other companies,
to the
extent that such
other activities, either
individually or in the aggregate,
do not inhibit or interfere with the
performance of the Executive's
duties
under this Agreement.
By approving this Agreement,
the Board
consents to
the Executive's
service as a director at Mabvax Therapeutics,
Inc.


 


(c)                    
Board Membership.
Executive shall serve as a member
of the Board until the
term of his directorship expires
and he
is not
re-elected or his earlier
resignation or removal from the Board.
During the Term, the Nominating and Corporate
Governance Committee will recommend
the Executive
for reelection
to the
Board. Executive's
service as a Board member
shall be without further cash compensation
commencing
as of the Effective
Date and Executive
acknowledges that
this Agreement shall
supersede and replace
the letter
agreement
dated
July 20 16 regarding your
Board appointment
and compensation
(the "Board Letter") including that
the stock
option grant to be issued pursuant
to this
Agreement shall
be in lieu of the stock option
grant referenced in the Board
Letter which the parties acknowledge
was not granted. At the
request
of the
Board, Executive shall resign from the
Board and any
committees thereof effective immediately
upon the
termination
of Executive's employment with the
Company for any
reason and, in the
absence of any
other written
resignation proffered to
the Board, this Agreement
shall constitute such a written resignation.


 


(d)                   
Exclusivity.
The Executive hereby
represents
to the Company
that: (i) the
execution and delivery of this
Agreement by the
Executive and the
Company and the
performance by the Executive
of the Executive's
duties hereunder do not
and shall not
constitute a breach of, conflict
with, or
otherwise contravene
or cause a default under,
the terms of any
other agreement
or policy
to which
the Executive is
a party or otherwise
bound
or any
judgment, order
or decree
to which the
Executive is subject;
(ii) that the
Executive has
no information (including,
without limitation, confidential
information and trade
secrets) relating to any other
Person which would
prevent, or be violated
by, the Executive
entering into this
Agreement or carrying out his
duties hereunder;
(iii) the
Executive is
not
bound by any agreement
with any
previous employer or other
party to refrain from
(A) competing with
the business
of, or (B) soliciting
the customers
of, that employer or party, in
each case, which would be violated
by your employment with the
Company; and
(iv) the Executive
understands
the Company
will rely upon the accuracy
and truth of the
representations
and warranties
of the Executive set forth herein
and the Executive
consents
to such
reliance.


 


(e)                   
Deemed Resignation.
Upon termination
of Executive's
employment
for any
reason, Executive
shall be deemed to have
resigned from all offices, if
any, then
held with the Company or any of
its subsidiaries,
and, at the Company 's request,
Executive shall execute such documents
as are necessary or desirable to effectuate
such resignations.


 


Section
3. Compensation.


 


(a)                   
Salary. In consideration
of all of the services rendered
by the Executive under
the terms
of this Agreement,
the Company shall
pay to the Executive
a base salary
at the annualized
rate of Three
Hundred Thousand
Dollars United States $300,000.00
per annum, less payroll
deductions
and all
required withholdings.
Executive's Base Salary shall be
subject
to annual
review and
upward adjustment only by the
Board or a committee thereof,
beginning in fiscal 20 17.
The Base Salary shall
be paid
in accordance with the customary
payroll practices
of the Company
in effect from time
to time. The Executive's salary,
as adjusted from time to
time under
this Section
3(a), is referred
to as ("Base
Salary").




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(b)                    
Annual Bonus.
With respect to each
Company fiscal year that
ends
during the Term, commencing with fiscal
year 2017, the
Executive shall be eligible
to receive
an annual performance-based cash bonus (the "Annual Bonus")
which shall be payable based upon the attainment of individual and/or
Company performance goals established
by the Board or a committee thereof. The target amount of such
Annual Bonus shall equal 35% of Executive 's Base Salary in the year to which
the Annual Bonus relates,
provided that the actual amount of the
Annual Bonus may be greater
or less than such target amount (the "Target
Bonus").
Each Annual Bonus, if any, for a fiscal
year shall be payable,
less payroll deductions and all required
withholdings, not later than the fifteenth
day of the third month following the end of such
year. Except as provided in Section 7, notwithstanding any other provision
of this Section 3(b), no bonus
shall be payable with respect
to a Company fiscal year unless the
Executive remains continuously employed
with the Company until the last
day of such year.


 


(c)                   
Reimbursement of Expenses. The Company will promptly
reimburse Executive for all reasonable out-of-pocket business
expenses that are incurred by Executive in furtherance of the Company 's
business in accordance with the Company's
policies with respect thereto as in effect from time to time. Without
limiting the foregoing, the Company shall
reimburse the Executive for the Executive's reasonable travel and lodging expenses
in connection with the Executive's travel for business purposes between
his primary residence in Miami-Dade County, Florida and Lexington, Massachusetts or
other business locations of the Company and its subsidiaries and the Company
shall withhold from such payment all amounts required to be deducted
or withheld under applicable law. The Executive shall be reimbursed by the
Company for the reasonable attorneys'
fees and costs incurred by him in connection with the negotiation and preparation
of this Agreement (and related equity award documentation),
up to a maximum of $3,000 provided that the Executive shall submit
invoices to the Company within ninety (90) days of incurrence of the expense, and the Company shall
reimburse Executive within sixty (60)
days thereafter.


 


(d)                   
Fringe Benefits. In addition to any benefits
provided by this Agreement, Executive
shall be entitled to participate
generally in all employee benefit,
welfare and other plans, practices, policies
and programs and fringe benefits maintained
by the Company from time to time on a basis
no less
favorable than those provided to
other similarly-situated
executives of the Company. The Executive
understands that, except when prohibited by applicable law,
the Company 's benefit plans and fringe benefits may be amended,
enlarged, diminished
or terminated prospectively by the Company from time to
time, in its sole discretion,
and that such shall
not be deemed to be a breach of this Agreement.


 


(e)                   
Vacation. Executive shall be entitled to accrue four (4) weeks of paid
vacation days per year in accordance with and subject to the terms of the Company's
vacation policy applicable to other executive
officers of the Company, as it may be amended prospectively
from time to time.


 


Section 4.
Insurance; Indemnification.


 


During
Executive's
employment with the Company, the Company
shall maintain the insurance
it currently has with respect to (i) directors' and officers' liability, (ii) errors and omissions
and (iii) general liability insurance
providing coverage to Executive to the same
extent as other senior executives and directors of the Company.
Executive 's coverage under such insurance
shall terminate upon Executive’s leaving of the Company’s
employ for any reason. The Executive
will be entitled to indemnification
with respect to Executive's services provided hereunder pursuant to Nevada
law, the terms and conditions of Company's articles of incorporation
and/or bylaws, Company's directors
and officers ("D&O") liability insurance policy, and Company's standard
indemnification agreement for directors
and officers as executed by Company and Executive.




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Section
5. Equity Awards.


 


(a)                    
Initial Grant. As incentive
to enter into and undertake employment
pursuant to this Agreement and in satisfaction of the Board Letter, the Company shall
grant to Executive on the Effective
Date a stock option to purchase 230,000 shares of common stock of the Company (the "Option") under the Company's Equity
Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise
price equal to the fair market value
of the Company's common stock on the grant date. 4,700
shares granted pursuant to the Option shall be deemed vested as of the date of grant
and the remainder of the Option shall vest one-third upon the first anniversary of the Effective Date, one-third upon the
second anniversary of the Effective Date and one-third
upon the third anniversary of the Effective Date, provided the Executive remains
employed with the Company on the applicable vesting date and further provided that, in the
event of a Change in Control, as defined in the Plan, while Executive is employed by
the Company any unvested portion of the Option shall vest immediately upon the Change
in Control. Notwithstanding the foregoing in no event may (i) Executive exercise
112,650 shares with respect to the Option (the "Unapproved Portion") prior
to the Company receiving shareholder approval of an increase in the number
of shares of common stock
authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption
of a new plan shall include provision
for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is
not obtained for any reason on or
prior to November 30, 2017, the Unapproved Portion shall be cancelled (from the unvested
portion of the Option) and of no further
force and effect. For avoidance of doubt, the Unapproved Portion does not include the 4,700
shares granted pursuant to the Option that are deemed
vested as of the date of grant. A cancellation of the Unapproved Portion shall
in no event be deemed a breach of this Agreement. The Option shall be
evidenced in writing by, and subject to the terms and conditions of, the Plan and,
except as otherwise set forth herein, the Company's standard
form of stock option agreement, which agreement shall
expire ten (10) years from the
date of grant except as otherwise provided
herein, in the stock
option agreement or the Plan. The Executive shall be eligible to receive from
time to time additional equity
awards under the Plan. The Company
represents and warrants to the Executive that (i)
this Agreement and the Option
have been duly authorized by
the Company's Board of Directors or a committee thereof and are the va lid and binding obligations of the Company, enforceable
in accordance with their respective terms, including the Company's right
to terminate the Unapproved Portion if no stockholder consent is


obtained
in a timely manner; and (ii) the
grant of the Option does not
violate applicable law or Nasdaq listing requirement s.


 


(b)                   
Sale of Shares. Executive agrees that he
will not loan or pledge any securities
of the Company owned by him or which he
may accrue in the future through
Options or other equity awards as collateral for any
indebtedness except with the Committee's approval.


 


Section 6.
Compliance with Company Policy.


 


During
the Term, the Executive shall observe
all Company rules, regulations,
policies, procedures and practices in effect
from time to time,
including, without limitation, such policies and
procedures as are contained in the Company policy and procedures
manual , as may be amended or superseded from time
to time.




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Section
7. Termination of Employment.


 


Executive's
employment
with the
Company may
be terminated during Term of this
Agreement for any of the
following
reasons:


 


(a)
By The Company For
Cause. At any time
during the Te1m,
the Company may terminate Executive's employment
hereunder for Cause. For purposes of this
Agreement, "Cause" shall
mean the occurrence of any of the
following events: (i)
conduct by Executive constituting a material act of willful misconduct
in connection with the performance
of his duties, including, without limitation, misappropriation of funds
or property of the
Company or any of its
affiliates other than the occasional,
customary and de minimis use of Company property for personal purposes
; (ii) the commission by Executive of a felony or any misdemeanor
involving moral turpitude,
deceit, dishonesty
or fraud, or conduct by Executive
that would reasonably be expected to result in material injury to the
Company if he were retained in his
position; (iii) continued,
willful and deliberate
non-performance by Executive of his duties hereunder (other
than by reason of Executive's
physical or mental illness, incapacity or disability) which
has continued for more than thirty
(30) days following written notice of such non-performance
from the Company ; (iv) a material
breach by Executive of any of the
provisions contained in Paragraph 7 of this
Agreement; (v) a material violation by Executive of the Company's
employment policies which has
continued for more than thirty (30) days
following written notice
of such violation from the
Company; or (vi) willful failure to cooperate with a bona
fide internal investigation or an investigation by regulatory
or law enforcement authorities,
after being instructed
by the Company to cooperate, or the willful destruction or failure to preserve documents
or other
materials known to be relevant to such
investigation
or the willful inducement of others to
fail to cooperate or to produce documents
or other materials. In the
case of any termination for Cause, the Company shall
provide written notice to the Executive setting
forth the acts, circumstances
and bases that constitute Cause for termination.


 


(b)       By
The Company Without Cause.


 


At
any time during the Term, the Company may terminate
Executive 's employment hereunder without Cause. For purposes of this
Agreement, non-renewal of the Term by the Company other than due to Cause shall
be treated as a termination of the
Executive's employment without
Cause.


 


(c)                   
By The Executive.


 


At
any time during the Term, Executive may
terminate his employment hereunder
for any reason, including but not limited to
Good Reason. For purposes
of this Agreement, "Good
Reason" shall mean that Executive has complied with the "Good
Reason Process" (hereinafter
defined) following the occurrence of any of the following events:
(i) a substantial
diminution or other
substantive adverse change,
not consented
to by Executive,
in the nature
or scope of Executive 's responsibilities, authorities,
powers, functions or duties;
(ii) a breach by the Company
of any of its other
material obligations
under this
Agreement, including but not
limited to failure
of the Company to make any
material
payment or provide any material
benefit under this
Agreement, or (iii) a change in the geographic
location
at which
Executive must
perform his services as provided under this
Agreement to a location
more than fifty miles from the
locations selected
by the Executive for prov iding his
services from time to
time as provided under Section l (c). A change in the employment of Executive to
another affiliate of Company does not in and of itself
constitute "Good Reason"
(i.e., absent
any of the acts, circumstances or bases
set forth in (i) through (iii) of this Section 7(c). "Good Reason Process"
shall mean that (A) Executive reasonably determines in good faith that a "Good
Reason" event has occurred; (B) Executive
notifies the Company in writing of the occurrence of the Good Reason event within ninety (90) days of the occurrence of such event;
(C) Executive cooperates in good faith with the Company's efforts, for a period not
less than sixty (60) days following such notice,
to modify Executive's employment situation in a manner acceptable to Executive and Company; (D) notwithstanding such
efforts, one or more of the Good Reason events continues to exist and has not
been modified in a manner acceptable to Executive; and (E) Executive terminates his employment no later than sixty (60) days after
the end of the sixty (60) day cure period. If the Company cures the Good Reason event
in a manner acceptable to Executive during the sixty (60) day period , Good Reason




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shall
be
deemed not to have occurred.


 


(d)              
Right to Severance.


 


In
the event the Company terminates Executive's employment Without Cause or the Executive terminates employment for Good Reason as
provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release
of all claims against the Company and its affiliates in a form acceptable to the Company (a "Release of Claims")
within a reasonable period of time specified by the Company and in compliance with
applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(e)(i) below,
the Company shall:


 


(i)                 
Continued payment of Base Salary
(determined after disregarding any reduction in Base
Salary that constitutes Good Reason) for six months
if such termination occurs during the first six months following the Effective Date with
the severance increasing to one year of Executive's Base Salary with respect to any such termination that occurs on or
after the six month Anniversary of the Effective Date at which time the severance
pay shall be capped at one year of Executive's Base Salary, less payroll deductions and all required withholdings, paid over time
in accordance with the Company's payroll practices then in effect;


 


(ii)               
Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable
to the Executive pursuant to Section 3(b) if the Executive was still employed as of December 31st of the then current fiscal year
in respect of the fiscal year in which employment termination occurs based on the Company's achievement against the performance
goals applicable to such year (after deeming any individual goals to be met at the target level), and (B) the ratio of (x) the
number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the date of such
termination to (y) 365, payable as of the same time as annual bonuses are paid to other senior executives; and


 


(iii)             
The Company shall notify Executive
of any right to continue group health plan
coverage sponsored by the Company immediately prior to Executive's date of termination pursuant
to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"). If Executive elects to receive
such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and
Executive' s covered dependents, less the amount of Executive 's monthly premium contributions for such
coverage prior to termination, for the period commencing on the first day of the first full calendar month following such
employment termination through the earlier of (i) the last




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day
of the month during the first six months following the Effective Date increasing to the last day of the month for 12 months if
such termination occurs on or after the six month anniversary of the Effective Date in each case following the date the Release
of Claims becomes effective and irrevocable and (ii) the date Executive and Executive's covered dependents, if any, become eligible
for healthcare coverage under another employer's plan(s). Executive shall notify the
Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to
pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive's expense
in accordance the provisions of COBRA or other applicable law.


 


For
purposes of this Section 7(d), Executive's termination of employment at the end of
the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive's employment
by the Company without Cause as of the last
day of the Term.


 


(e)                    
Upon a termination of the Executive's employment for any reason,
(i) the Executive shall be entitled to receive: (A) any portion of the Executive's Base Salary through the date of employment
termination not theretofore paid, (B) the Annual Bonus owed to the Executive under Section 3(b) if it remains unpaid as of the
date of such termination, (C) any expenses owed to the Executive under Section 3(c) above, (D) any accrued but unused vacation
pay owed to the Executive pursuant to Section 3(e) above, and (E) any amount arising from the Executive's participation in, or
benefits under, any employee benefit plans, programs or arrangements under Section 3(e), which amounts shall be payable in accordance
with the terms and conditions of such employee benefit plans,
programs or arrangements.


 


(f)                    
The payments and benefits described in this Section 7 shall be the only payments and benefits payable in the event of the
Executive's termination of employment for any reason.


 


Section
8. Survival of Obligations.


 


The
obligations of the Executive as set forth in Section 4, Section 7 and Sections 9 through 17 below shall survive the term of this
Agreement and the te1mination of Executive's employment hereunder regardless of the reason(s) therefor.


 


Section
9. Non-Competition and Conflicting Employment.


 


(a)                   
During the Term, the Executive shall not, directly or indirectly, either as an Executive, employer, employee, consultant,
agent, principal, partner,
officer, director, shareholder, member, investor or in any other individual
or representative capacity, engage or participate in any business or business related activity of any kind that is in competition
in any manner whatever with the business of the Company or any business activity related to the business in which the Company
is now involved or becomes involved during the Executive 's employment. For these purposes,
the current business of the Company is described in the Company's prospectus dated November 1, 2016. The Executive also
agrees that, during his employment with the Company, he will not engage in any other activities that materially conflict with
his obligations to the Company, it being understood that activities approved by the Board under Section 2(b) or otherwise in writing
shall not be considered to violate this Section 9(a).




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(b)                    
As a material inducement to
the Company to continue the employment of the Executive, and in order to protect
the Company's Confidential Information
and good will, the Executive agrees that:


 


(i)                  
For a period of twelve (12) months following termination of the Executive 's employment with
the Company or its affiliates for any reason, Executive will not directly or
indirectly solicit or divert or accept business relating in any manner to Competing Products or to products, processes or services
of the Company, from any of the customers or accounts of the Company with which the
Executive had any contact as a result
of Executive's employment with the Company; and


 


(c)                    
For a period of twelve (12) months after termination of Executive's employment
with the Company or
its affiliates for any reason, Executive will not (A) render services directly
or indirectly, as an Executive, consultant or otherwise, to any Competing Organization
in connection with research on or the acquisition, development, production, distribution, marketing or providing of any Competing
Product, or (B) own any interest in any Competing Organization except as an investor or stockholder of more than 2% of the equity
securities of any entity:


 


(i)                 
"Competing Products" means
any product, process, or service of any
person or organization
other than the Company, in existence
or under
development (a) which is
identical to, substantially the same as, or an adequate substitute for any
product, process or service of the Company in existence or under development, based
on any patent or patent application (provisional or otherwise), or other intellectual property of the
Company about which the Executive acquires Confidential Information, and (b) which is (or could reasonably be anticipated
to be) marketed or distributed in such
a manner and in such a geographic area as to actually compete with such
product, process or service of the Company; and


 


(ii)               
"Competing Organization"
means any person or organization, including
the Executive, engaged in, or about to
become engaged in, research on or the acquisition,
development, production , distribution , marketing or providing
of a Competing Product.


 


(d)                  
The parties agree that the Company is
entitled to protection of its interests
in these areas. The parties further agree that the limitations as to time, geographical
area, and scope of activity to be restrained do not impose
a greater restraint upon Executive than is necessary to protect the goodwill
or other business interest of the Company. The parties
further agree that in the event of a violation of this Covenant Not To Compete,
that the Company shall be entitled to the
recovery of damages
from Executive and injunctive relief against Executive for the breach or violation
or continued breach or violation of this
Covenant. The Executive agrees that if a court of competent jurisdiction determines that the length of time or any other restriction,
or portion thereof, set forth in this
Section 9 is overly restrictive
and unenforceable, the court may reduce or modify such restrictions
to those which it deems reasonable and enforceable
under the circumstances, and as
so reduced or modified, the parties hereto
agree that the
restrictions of this Section 9 shall
remain in full force and effect. The Executive further agrees that if a court
of competent jurisdiction determines that any provision of this Section 9 is invalid
or against public policy, the remaining provisions of this Section 9 and the remainder of this Agreement shall not be affected
thereby, and shall remain in full force and effect.




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Section 10. Confidentiality
..


 


(a)                     
(a) Executive recognizes
and acknowledges that he
will have
access to certain
information
of members of the Company
and that such
information is
confidential
and constitutes
valuable,
special and
unique property
of such members of the
Company. The parties agree
that the Company
has a legitimate
interest in protecting the Confidential
Information,
as defined
below. The parties agree
that the
Company is
entitled to
protection
of its interests
in the Confidential Information.
The Executive
shall not
at any time, either during his
employment and for seven
(7) years after the
termination of his employment with
the Company
for any reason, or indefinitely
to the extent the
Confidential Information constitutes
a trade secret
under applicable law, disclose
to others, use, copy
or permit
to be
copied, except in pursuance
of his duties for and on behalf
of the Company, its
successors, assigns or nominees, any
Confidential
Information of any
member of
the Company (regard less of whether
developed
by the
Executive) without
the prior written consent of the
Company. Executive
acknowledges that the use or disclosure
of the Confidential Information
to anyone or
any third party could cause
monetary
loss and damages
to the
Company as well as irreparable
harm. The parties
further agree that in the
event of a violation of this
covenant against
non-use
and non-disclosure
of Confidential Information,
that the
Company
shall be entitled to a recovery
of damages
from Executive and/or
to obtain
an injunction
against Executive for the
breach or violation,
continued breach, threatened breach
or violation
of this covenant.


 


(b)                   
As used
herein,
the term "Confidential
Information" with respect
to any person means
any secret or confidential
information or know-how and shall include, but shall not be limited
to, plans, financial and operating information, customers, supplier arrangements,
contracts,
costs, prices, uses, and applications
of products and services, results of investigations,
studies or experiments owned or used by such
person, and all apparatus, products,
processes, compositions,
samples, fo1mulas, computer
programs, computer hardware designs, computer
firmware designs,
and servicing, marketing or manufacturing methods
and techniques at any time
used, developed, investigated, made or sold
by such person, before
or during the term
of this Agreement,
that are not
readily available
to the public or that are maintained
as confidential by such person.
The Executive shall maintain in
confidence any Confidential Information
of third parties received
as a result of his employment
with the Company in accordance
with the Company's obligations
to such third parties and the
policies established by the Company.


 


(c)                    
As used herein,
"Confidential
Information"
with respect
to the Company means any
Company proprietary information,
technical data, trade
secrets, know-how or other business
information disclosed to the
Executive by the
Company either directly or indirectly
in writing, orally
or by drawings or inspection or unintended
view of parts, equipment,
data, documents
or the like, including,
without limitation:


 


(i)                  
Medical and
dmg research
and testing results
and information,
research
and development
techniques,
processes, methods,
formulas, trade
secrets, patents,
patent applications, computer
programs, software, electronic
codes, mask works,
inventions, machines, improvements,
data, formats,
projects and research projects;


 


(ii)               
Information
about costs, profits,
markets,
sales, pricing, contracts and
lists
of customers,
distributors and/or vendors
and business, marketing
and/or strategic
plans;


 




    	 	9	 



    	 	 



    

 


(iii)             
Forecasts, unpublished financial information, budgets, projections, and customer
identities, characteristics and agreements as well as all business opportunities, conceived,
designed, devised, developed, perfected
or made by the Executive whether alone or in conjunction with others, and related in any manner to the actual or anticipated business
of the Company or to actual or anticipated areas of research and development; and


 


(iv)              
Executive personnel files and compensation information.


 


(d)                  
Notwithstanding the foregoing, Confidential Information as defined in Sections 1O(b)
and (c) does not include any of the
foregoing items which (i) has become publicly known or made generally available to
the public through no wrongful act of Executive; (ii) has been disclosed to Executive by a third party having no duty to keep
Company matter confidential; (iii) has been developed by Executive independently of employment with the company; (iv) has been
disclosed by the Company to a third party without restriction on disclosure; (v) has been disclosed with the Company's written
consent, or (vi) the Company's investors, shareholders and other capital sources.


 


(e)                   
Executive hereby acknowledges and agrees that all Confidential Information shall at all times
remain the property of the Company.


 


(f)
Executive agrees that Executive will not improperly use
or disclose any Confidential Information,
proprietary information or trade secrets of any former employer or other person or entity or entity with which Executive has an
agreement or duty to keep in confidence information acquired by Executive and that Executive will not bring onto Company premises
any unpublished document or proprietary information belonging to any such employer, person or entity unless
consented to in writing by such employer, person or entity.


 


(g)                  
Executive recognizes that the Company has
received and in the future will
receive from third parties their confidential or proprietary 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.
Executive agrees to hold all such confidential or proprietary information in the strictest of confidence and not to disclose it
to any person, firm or entity or to use
it except as necessary in carrying out
Executive's work for the Company consistent with Company's agreement with such third
party.


 


(h)                  
Executive represents and warrants that from the time of the Executive's first contact with the Company, Executive has held
in strict confidence all Confidential Information and has not disclosed any Confidential Information directly or indirectly
to anyone outside the Company, or used,
copied, published or summarized any Confidential Information, except to the extent otherwise permitted under the terms
of this Agreement.


 


(i)                   
Executive will not disclose to the Company or use on its behalf any confidential
information belonging to others and Executive will not bring onto the premises of the Company any confidential information belonging
to any such party unless consented to in writing by such party.


 


Section
11. Inventions.


 


(a)                  
Attached hereto as Exhibit A is a list
describing all ideas, processes, trademarks, service marks,
inventions, designs, technologies,
computer hardware or software, original works




    	 	10	 



    	 	 



    

 


of
authorship, formulas, discoveries, patents,
copyrights, copyrightable works, products, marketing and business
ideas, and all improvements, know-how
, data rights, and claims
related to the foregoing, whether or not patentable, registrable or copyrightable, which
were conceived, developed or created by Executive prior to Executive' s employment or first contact with Company (collectively
referred to herein as "Prior Inventions"), (A) which belong to Executive,
(B) which relate to the Company's current or contemplated business, products or research
and development,
and (C) which
are not assigned to the Company hereunder. If there is no Exhibit A or no items
thereon, the Executive represents that there are no such Prior Inventions.
If in the course of Executive's employment with the Company, the Executive incorporates or embodies into
a Company product, service or process a Prior Invention owned by the Executive or in which the Executive has an interest, the
Company is hereby granted and shall have
a non-exclusive , royalty-free, irrevocable, perpetual,
world-wide license to make, have made,
modify, use
and sell such Prior Invention as
part of or in connection with such product, service
or process.


 


(b)                  
Executive agrees that Executive will promptly make full, written disclosure
to the Company and will hold in trust for the sole right and benefit of the
Company, and the Executive hereby assigns to the Company, or its designee, all of the
Executive's right, title and interest in and to any and all ideas, process, trademarks, service marks, inventions, designs, technologies,
computer hardware or software, original works of authorship, formulas, discoveries,
patents, copyrights, copyrightable works, products, marketing and business ideas, and all improvements, know-how, data, rights
and claims related to the foregoing, whether or not patentable, registrable or copyrightable,
which Executive may, on or after the Effective Date of this Agreement, solely or jointly with others conceive or develop or reduce
to practice, or cause to be conceived or developed or reduced to practice, during
the period of time the Executive is in the employ of the Company (collectively referred
to herein as "Intellectual Property Items");
and the Executive further agrees that the foregoing shall also apply to Intellectual Property Items which relate to the business
of the Company or to the Company's anticipated business as of the end of the Executive's employment and which are conceived, developed
or reduced to practice during a period of one year after the end of such employment.
Without limiting the foregoing, the Executive further acknowledges that all original works of authorship which are made by Executive
(solely or jointly with others) within the scope of Executive' employment and which are protectable by copyright are works made
for hire as that term is defined in the United Stated Copyright Act.


 


(c)                  
Executive agrees to keep and maintain adequate and current written records of all Intellectual Property Items
made by Executive (solely or jointly with others) during the term of Executive's employment with the Company. The records
will be in the form of notes, sketches, drawings
and any other format that may be specified by the Company. The records will be available to, and remain the
sole property of, the Company at all times.


 


Section
12. Return of Company Property.


 


Executive
agrees that, at any time upon request
of the Company, and, in any event, at the time of leaving the Company's employ,
Executive will deliver to the Company (and will
not keep originals or copies in Executive's possession or deliver
them to anyone else) any and all devices,
records, data, notes, reports,
proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, material, equipment
or other documents or property, or reproduction of any of the aforementioned items,
containing Confidential Information or otherwise belonging to the Company, its
successors or assigns, whether prepared by the Executive or supplied to
the Executive by the Company. Notwithstanding the foregoing, it is understood
that names and




    	 	11	 



    	 	 



    

 


contacts
in the Executive 's address book
acquired both prior to and during
employment, including shareholders
of the Company, will
remain property of the Executive
who will not be restricted from doing business
with them subject to
the limitations Sections 10 and 14 hereof and applicable law.


 


Section
13. Non-Solicitation.


 


Executive
agrees that Executive shall not,
during Executive's employment or other
involvement
with the Company and for a period of twelve (12) months immediately
following the termination of the Executive 's employment with
the Company, for any reason,
whether
with or without
cause, (i) either directly or indirectly
solicit or take away, or attempt to solicit
or take away executives of the Company, either for
the Executive's own business or
for any other person or entity and/or (ii) either directly or indirectly recruit,
solicit or otherwise induce or influence any investor,
lessor, supplier, customer, agent,
representative or any other person which
has a business
relationship with the Company to
discontinue, reduce or modify such employment, agency or business
relationship with the Company.


 


Section
14. Publications.


 


Executive
agrees that Executive will, in advance
of publication,
provide the Company with copies of
all writings and mate1ials which Executive proposes to publish during the term of Executive's employment and for twenty-four (24)
months thereafter. Executive
also agrees that Executive will,
at the Company's request and sole discretion,
cause to be deleted from such writings and materials any information the Company believes discloses or will disclose
Confidential Information. The Company's good faith judgment in these matters
will be final. The Executive will
also, at the Company' request and in its sole
discretion, cause to be deleted any reference whatsoever to
the Company from such writings
and materials.


 


Section
15. Equitable Remedies.


 


Executive
agrees that any damages awarded the Company
for any breach of Sections 9 through 14 of this
Agreement by Executive would be inadequate. Accordingly, in addition to
any damages and other rights or remedies available to the Company,
the Company shall be entitled to obtain injunctive relief
from a court of competent jurisdiction temporarily,
preliminarily and permanently restraining and enjoining any such breach or threatened breach and to specific
performance of any such provision of this Agreement. In the event that either party commences litigation against the other
under this Agreement the prevailing party
in said litigation shall be entitled to recover
from the other all costs and expenses
incurred to enforce the terms of this
Agreement and/or
recover damages for any breaches
thereof, including without limitation reasonable
attorneys ' fees.


 


Section 16.
Representations and Warranties.


 


(a)                  
Executive represents and warrants as follows that: (i) Executive has
no obligations, legal or otherwise,
inconsistent with the terms of this Agreement or with the Executive's undertaking
a relationship with the Company; and (ii) Executive has
not entered into, nor will Executive
enter into, any agreement (whether oral or written) in conflict with this
Agreement.


 


(b)                 
The Company represents and warrants to the Executive that this
Agreement and the Options grant have
been duly authorized by the
Company 's Board of Directors and are the




    	 	12	 



    	 	 



    

 


valid and binding obligations
of the Company, enforceable in accordance with their respective terms.


 


Section 17.
Miscellaneous.


 


(a)                    
Entire Agreement. This Agreement, the exhibits attached hereto, and the Options
granted concurrently herewith under Section
5(a) hereof, contain the entire understanding of the parties and supersede all previous
contracts, arrangements or understandings, express or implied, between the Executive
and the Company with respect to the subject matter hereof or his engagement by the Company as Chief Operating Officer. No agreements
or representations , oral or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not expressly set forth in this Agreement or in the attached exhibits.


 


(b)                   
Section Headings. The section headings herein are for the purpose of
convenience only and are not intended to define or limit the contents of any section.


 


(c)                   
Severability. If any
provision of this Agreement shall be declared to be invalid or unenforceable,
in whole or in part,
the remainder of this Agreement shall be amended to provide the parties with the equivalent
of the same rights and obligations as provided in the original provisions of
this Agreement.


 


(d)                  
No Oral Modification; Waiver or Discharge. No provisions of this Agreement may be modified, waived or discharged
orally, but only by a waiver, modification or discharge in writing signed by the Executive
and such officer as may be designated by the Board of Directors of the Company to execute such a waiver, modification or discharge.
No waiver by either party hereto at any time of any breach by the other party hereto of, or failure to be in compliance with,
any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the time or at any prior or subsequent time.


 


(e)                   
Invalid Provisions. Should any portion of this Agreement be adjudged
or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder
of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable
or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent
required for the purposes of validity and enforcement


 


(f)                   
Execution In Counterparts. The parties may sign this Agreement in counterparts,
all of which shall be considered one and the same instrument. Facsimile transmissions,
or electronic transmissions in .pdf format, of any executed original document and/or
retransmission of any executed facsimile or .pdf transmission shall be deemed to be the same as the delivery of an executed
original of this Agreement.


 


(g)                  
Governing Law And Performance. This Agreement shall be governed, construed,
interpreted and enforced in accordance with the substantive laws
of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether
of the Commonwealth of Massachusetts or any other jurisdiction) that would
cause the application of the law
of any jurisdiction other than the Commonwealth of Massachusetts. Any legal action or proceeding with respect to this
Agreement shall be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the
District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts




    	 	13	 



    	 	 



    

 


for
itself and in respect of its property, generally and unconditionally,
the exclusive
jurisdiction
of the aforesaid courts. ANY ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED
BY A JUDGE ALONE AND EACH OF COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A JURY TRIAL THEREOF.


 


(h)                   
Successor and Assigns. This Agreement shall be binding
on and inure to the benefit of
the successors in interest of the pa11ies, including, in the case of the Executive, the Executive 's heirs, executors and estate.
The Executive may not assign Executive's obligations under
this Agreement. Any successor to the
Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the Company's
business and/or assets shall
assume the obligations under this
Agreement and agree expressly to perform the obligations under this
Agreement in the same manner
and to the same
extent as the Company would be required
to perform such obligations in the absence of a succession. For all purposes under
this Agreement, the term "Company" shall include any successor to the Company 's business
and/or assets which executes and delivers the assumption agreement described in this Section 17(h) or which becomes bound
by the terms of this Agreement by operation
of law.


 


(i)                    
Notices. Any notices or
other communications
provided for
hereunder may be made by hand,
by certified or registered mail,
postage prepaid, return receipt
requested , or by nationally
recognized express courier services
provided that the same are addressed to the party required to
be notified at its address first
written above, or such other address as
may hereafter be established by a party by written
notice to the other party. Notice
shall be considered accomplished on the date delivered,
three days after being mailed or one day after deposit with the
express courier, as applicable.


 


Section
18. Section 409A.


 


(a)                   
It is intended that
any compensation or benefits
under
this Agreement satisfy,
to the greatest
extent
possible, the exemptions
from the application of Section 409A of the Internal Revenue
Code of 1986, as amended ("Section
409A") provided
under Treasury Regulations Sections
1.409A-1(b),
and this Agreement will be construed
to the greatest extent possible
as consistent with those provisions,
and to
the extent not
so exempt, this Agreement (and any definitions hereunder)
will be construed in a manner that complies with Section 409A. For purposes
of Section 409A, the Executive 's
right to receive any installment payment
s under this Agreement shall be treated as a right to receive
a series of separate payment s and, accordingly, each installment payment hereunder
shall at all times
be considered a separate and distinct payment. Severance benefits under
Section 7(d) shall not commence until the Executive has a "separation from service"
for purposes of Section 409A.


 


(b)                  
To the extent that any reimbursement of expenses or in-kind benefits constitutes
deferred compensation under
Section 409A, such reimbursement
or benefit shall
be provided no la ter than December
31 of the year following the year in which the expense was incurred. The amount
of expenses reimbursed in one
year shall not affect the amount eligible for reimbursement
in any subsequent year. The amount
of any in-kind benefits provided in one year shall not affect the amount of in-kind
benefits provided
in any other year.


 


(c)                  
If the Executive is deemed at
the time of his separation from
service
to be a specified employee
for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed
commencement of any portion of the
compensation
and benefits to which the
Executive is




    	 	14	 



    	 	 



    

 


entitled
under this Agreement is required in order to avoid a prohibited distribution under
Section 409A(a)(2)(B)(i) of the Code,
such portion of the Executive's termination benefits shall be provided to the Executive immediately after the earlier of (A) the
expiration of the six-month period measured from the date of the Executive's separation from service with the Company (as such
term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of the Executive's death in
a lump sum, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.


 


Section
19. Limitation of Payments upon Certain Events.


 


(a)                   
Limitation on Payments. Notwithstanding
anything in this Agreement to the contrary, if any payment or distribution Executive
would receive pursuant to this Agreement or otherwise ("Payment")
would (a) constitute a "parachute payment " within the meaning of Section 280G of the Code),
and (b) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which
of the following alternative forms of payment would maximize
Executive's after-tax proceeds: (i) payment in full of the entire amount of the Payment (a "Full Payment"),
or (ii) payment of only a part of the Payment so that Executive receives that
largest Payment possible without being subject to the Excise Tax (a "Reduced
Payment"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes
and the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federal income taxes which could
be obtained from a deduction of such state and local taxes), results in Executive's
receipt, on an after-tax basis, of the
greater amount of the Payment , notwithstanding that all or some portion the Payment may be subject to the Excise Tax.


 


(b)                  
The independent registered public accounting firm engaged by the Company for
general audit purposes as of the day prior to the date the first Payment is due shall make all determinations required to be made
under this Section 19. If the independent registered public accounting firm so engaged by the Company is serving as accountant
or auditor for the individual, group or entity effecting the transaction, the Company shall appoint a nationally recognized independent
registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect
to the determinations by such independent registered public accounting firm required to be made hereunder.


 


(c)                 
The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations,
together with detailed supporting documentation, to the Company and Executive at such time as requested by the Company or Executive.
If the independent registered public accounting firm determines that no Excise Tax
is payable with respect to a Payment, either before or after the application of the Reduced Payment, it shall furnish the Company
and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment.
Any good faith determinations of the accounting firm made hereunder shall be final,
binding and conclusive upon the Company and Executive.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement under seal as of the date and year first above written.




    	 	15	 



    	 	 



    

 





	Company:

         

        Xenetic Biosciences,
        Inc.

         

        By: /s/
        Scott Maguire

        Scott Maguire

        Chief Executive
        Officer
	Executive:

         

         

         

        By: /s/
        Jeffrey Eisenberg

        Jeffrey Eisenberg







    	 	16