fs1ex10ix_iaso.htm


    Exhibit
10.9

     

    Monday,
August 18, 2008

     

     

    James
Rock

    7432
Caminito Rialto

    La Jolla,
California 92037

     

    Re:           Amendment
to Employment Agreement

     

     

    Dear Mr.
Rock:

     

    Reference
is made to that certain Employment Agreement entered into between Pacific Beach
Biosciences, Inc. (the “Company”), and you, James Rock (the “Employee”),
effective as of January 19, 2007 (as amended to date, the
“Agreement”).  Company and Employee agree to amend the Agreement as
set forth below.  Capitalized terms that are not otherwise defined
herein shall have the same meaning as provided in the Agreement.

     

    I.  New
Section 4(h), entitled “Compensation Upon Termination Without Cause” is hereby
introduced into the Agreement immediately following Section 4(g):

     

    Section
4(h).  Compensation Upon
Termination Without Cause.  If the Company terminates
Employee’s employment without Cause (as defined hereinafter), the Company shall
pay Employee’s base salary and accrued and unused vacation earned through the
date of termination, at the rate in effect at the time of termination subject to
standard deductions and withholdings.  In addition, and subject to the
limitations of this Agreement, Employee shall be entitled to:

     

    (i)    severance
payments in the form of continuation of Employee’s annual base salary in effect
at the time of termination for a period of three (3) months following the date
of termination, less standard deductions and withholdings; and

     

    (ii)    in the
event Employee elects continued coverage under COBRA, the Company will reimburse
Employee for the same portion of Employee’s COBRA health, dental and vision
insurance premium that it paid during Employee’s employment up until the earlier
of either (i) three (3) months after the date of termination or (ii) the
last day of the month in which Employee begins full-time employment with another
company or business entity;

     

    For
purposes of this Section 4(h) only, the term “Cause” shall mean:

     

    
      	
              (i)  

            	
              Employee’s repeated failure
      to satisfactorily perform Employee’s job duties following written notice
      of such failure by the Company to Employee and failure of Employee to cure
      such failure within a reasonable period of time following the date of such
      written notice;

            


    

     

    
      
        
        

      

      
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              (ii)  

            	
              Employee’s
      commission of an act that materially injures the business of the
      Company;

            


    

     

    
      	
              (iii)  

            	
              Employee’s
      refusal or failure to follow lawful and reasonable directions of the
      appropriate individual to whom Employee reports following written notice
      of such failure by the Company to Employee and failure of Employee to cure
      such failure within a reasonable period of time following the date of such
      written notice;

            


    

     

    
      	
              (iv)  

            	
              Employee’s
      conviction of a felony involving moral turpitude that is likely to inflict
      or has inflicted material injury on the business of the
      Company;

            


    

     

    
      	
              (v)  

            	
              Employee’s
      engaging or in any manner participating in any activity which is directly
      competitive with or injurious to the Company or
      any of its Affiliates or which violates any material provisions of this
      Agreement; or

            


    

     

    
      	
              (vi)  

            	
              Employee’s
      commission of any fraud against the Company, its Affiliates, employees,
      agents or customers or use or intentional appropriation for his personal
      use or benefit of any funds or properties of the Company not authorized by
      the Company to be so used or
appropriated.

            


    

     

    II.  New
Section 9, entitled “Paramount Guaranty”, is hereby introduced into the
Agreement as follows:

    


    Paramount
Guaranty.  Paramount Biosciences, LLC, a New York limited
liability company, hereby guarantees the performance by the Company of its
obligations arising solely under Section 4(h) of this Agreement (as
amended).  This guaranty shall terminate on the consummation of the
Financing (as defined hereinafter).  For purposes of this Section 9
only, the “Financing” shall mean any financing of the Company, whether in one
transaction or a series of transactions, in which the Company receives aggregate
gross proceeds of at least Twenty Million Dollars (US $20,000,000) in connection
with the sale or issuance of any equity or debt securities (convertible or
otherwise) of the Company.

     

    Except as
otherwise expressly modified by this letter amendment, the Agreement shall
remain in full force and effect in accordance with its terms.  This
letter amendment shall be effective for all purposes as of the date
hereof.  This letter amendment may be executed in counterparts, each
of which shall be deemed to be an original and together shall be deemed to be
one and the same document.

     

    
      
        
        

      

      
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    If the
foregoing is acceptable to you, please sign and return to me one copy of this
letter amendment.

     

    Very
truly yours,

    


    PACIFIC
BEACH BIOSCIENCES, INC.

    


    
      	 
      	 
	 
      	 
	
              By:

            	
              
                /s/
      Matthew A. Wikler, MD MBA FIDSA

              

            	 
	 
      	
              Matthew
      A. Wikler, MD MBA FIDSA

            	 
	 
      	
              President
      and Chief Executive Officer

            	 


    

    


    


    PARAMOUNT
BIOSCIENCES LLC (solely with respect to Section 9 of the Agreement, as
amended)

    


    
      	 
      	 
	 
      	 
	
              By:

            	
              
                /s/
      Lindsay A. Rosenwald, MD

              

            	 
	 
      	
              Lindsay
      A. Rosenwald, MD

            	 
	 
      	
              Managing
      Member

            	 


    

    


    


    Agreed to
and accepted

    as of
this August 18, 2008

    


    JAMES
ROCK

    


    
      	 
      	 
      	 
	 
      	 
      	 
	
              By:

            	
              
                /s/
      James Rock

              

            	 
	
              Title:

            	
              Director,
      New Product Development

            	 


    

     

    
      
        
        

      

      
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