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right to receive any stock options. Employee will also be entitled to participate in anyother benefits that the Company may maintain from time to time for all employees, provided thatEmployee meets the respective eligibility requirements.     c. **Expense Reimbursement**. The Company agrees to reimburse Employee for all reasonableexpenses incurred by him in the discharge of his duties hereunder. The Employee agrees to maintainrecords of such expenses in such form as the Company may request and make such records available tothe Company as and when requested.     d. **Taxes**. All sums payable to the Employee hereunder shall be subject to all federal, stateand municipal laws or governmental regulations now or hereafter in existence requiring thewithholding, deduction, or payment therefrom of sums for income or other taxes payable by or for orassessable against the Employee.     e. **Vacation**. The Employee may take a maximum of four (4) weeks vacation during each twelve(12) month period during the Term at times to be reasonably determined by mutual agreement betweenthe Company and Employee. Employee shall be entitled to carryover up to one (1) week per year ofunused vacation to future periods.5. **Inability to Perform Job Duties.** If Employee becomes unable to substantially performhis employment duties pursuant to this Agreement due to mental or physical incapacity (a“Disability”), the Company shall continue his compensation under this Agreement at one-half of hisregular rate during the first three months of such Disability. Thereafter no compensation shall bepayable until such time as Employee becomes able to resume his job duties for the Company, exceptto the extent any amounts are payable pursuant to any Company-maintained disability insurance. Inthe event that Employee is Disabled for a cumulative period of greater than six (6) months withinany span of twelve (12) months, this Agreement and Employee’s employment may be terminated by theCompany. For purposes of this Agreement, Disability shall be determined by a medical doctor who ismutually agreeable to the Company and the Employee; in the event that Company and Employee cannotagree on a medical doctor, then each of Company and Employee shall select a medical doctor, and theselected medical doctors shall select a third medical doctor who shall individually determinewhether Disability exists pursuant to this Section. Following a termination of this Agreement byCompany pursuant to this Section 5, Company shall pay to Employee all accrued compensation andbenefits and all normal post-termination benefits available under any of Company’s retirement plan,insurance programs or other benefit plans.6. **Termination By Company For Cause.** The Company may terminate this Agreement, andEmployee’s employment “for cause” at any time. As used herein, “for cause” shall mean any one ofthe following:     a. The death of the Employee; or     b. The Employee has a guardian of his person or estate appointed by a court of competentjurisdiction; or     c. The Employee is Disabled for a cumulative period of greater than six (6) months in anytwelve (12) month period; or
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     d. The conviction of the Employee of a felony or of any crime involving moral turpitude (butexcluding any offenses involving operation of a motor vehicle); or     e. The misuse, misappropriation or embezzlement of Company funds or property by Employee, asdetermined by a court of competent jurisdiction; or     f. Any willful gross neglect or willful gross misconduct of Employee resulting in materialeconomic harm to the Company; provided that the Company shall give Employee thirty (30) days’written notice thereof during which thirty (30) day period Employee may cure same; or     g. The habitual and sustained use of alcohol or drugs by Employee which interferes with theperformance of Employee’s duties for the Company.     In the event the Company terminates Employee’s employment for cause, Employee’s right tocontinued payment of salary and other compensation shall automatically terminate and be forfeited,and the Company shall pay to Employee all compensation and benefits accrued through the date oftermination. In addition, Employee shall be entitled to any post-termination benefits to whichEmployee would otherwise be entitled under any retirement plans, insurance programs or otherbenefit plans.7. **Termination By Employee Without Cause.** Employee may terminate this Agreement and hisemployment with the Company without cause upon thirty (30) days prior written notice to theCompany. Employee may be required to perform his job duties and will be paid his regularcompensation up to the date of the termination. At the option of the Company, the Company mayrequire Employee to immediately terminate employment upon receiving said thirty (30) days’ noticefrom Employee of the termination of this Agreement. In such event, the Company will pay toEmployee an amount equal to thirty (30) calendar days of his Base.8. **Termination by the Company Without Cause or by the Employee for Good Reason**.     a. The Employee may resign (and thereby terminate his employment under this Agreement) at anytime for Good Reason (as defined below), upon not less than thirty (30) days’ prior written noticeto the Company specifying in reasonable detail the reason therefor, provided, however, that if thereason for resignation for Good Reason is susceptible of a cure, the Company shall have a period ofthirty (30) days after such written notice to effect a cure. For purposes of this Agreement, “GoodReason” shall mean (a) any material failure by the Company to comply with any material obligationimposed by this Agreement (including the failure of a successor to the Company to assume thisAgreement or any purported termination hereof which is not in compliance with any applicable noticeprovisions hereof); (b) a reduction of Employee’s Base or a material reduction in the Employee’stitle, position, duties or responsibilities; or (c) the Company’s creation of working conditionsthat a reasonable person in the Employee’s position would consider unreasonable or intolerable, asdetermined by the Compensation Committee. The Company may terminate the employment of Employeewithout cause and the Employee may terminate the Agreement with Good Reason, in each case, at anytime upon 30 days’ prior written notice, provided that in either such event the Company shall beobligated to pay Employee, in a lump sum within fifteen (15) days of the date of termination ofemployment, an
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amount equal to 100% of the sum of (a) Employee’s then current Base, and (b) any bonuses paidto Employee during the 12 month period preceding the date of such termination. In addition, theCompany shall maintain the Employee’s health insurance, life insurance and disability insurance atits expense on the same terms and conditions as existed during the Employee’s employment for theunexpired Term of this Agreement; provided, that such benefits will not be continued in the eventthat Employee obtains similar benefits in connection with any future employment. Moreover, in suchevent, Employee shall be entitled to receive all other customary post-termination benefits underthe Company’s retirement plans, insurance programs, and other benefit plans, and Employee shall beentitled to acceleration of any vesting under any long-term incentive plans, including the vestingof any unvested stock options or stock warrants.9. **Agreement Not to Use or Disclose Confidential or Proprietary Information.** During theterm of this Agreement and a period of two (2) years thereafter, Employee promises and agrees thathe will not disclose or utilize any confidential or proprietary information acquired during thecourse of service with the Company and/or its related business entities, Employee shall notdivulge, communicate, use to the detriment of the Company or for the benefit of any other person orpersons, or misuse in any way, any confidential or proprietary information pertaining to thebusiness of the Company. Any confidential or proprietary information or data now or hereafteracquired by Employee with respect to the business of the Company (which shall include, but not belimited to, information concerning the Company’s financial condition, prospects, technology,customers, suppliers, methods of doing business and promotion of the Company’s products andservices) shall be deemed a valuable, special and unique asset of the Company that is received byEmployee in confidence and as a fiduciary. For purposes of this Agreement “confidential orproprietary information” means information disclosed to Employee as a consequence of or throughhis/her employment by the Company (including information conceived, originated, discovered ordeveloped by Employee) prior to or after the date hereof and not generally known or in the publicdomain, about the Company or its business. This Section 12 is effective regardless of the reasonfor the termination of the Agreement and regardless of whether the Agreement is terminated by theEmployee, the Company or by its own terms. This restrictive covenant may be assigned to andenforced by any of the Company’s assignees or successors.10. **Covenant Not to Compete.**          (a) Executive recognizes that the services to be performed by him hereunder are special,unique and extraordinary. The parties confirm that it is reasonably necessary for the protection ofCompany that Executive agree, and accordingly, Executive does hereby agree, that he shall not,directly or indirectly, at any time during the term of the Agreement and the “Restricted Period”(as defined in Section 10(e) below):               (i) except as provided in Subsection (d) below, be engaged in the research,development/creation, marketing, sale or distribution of pharmaceutical and/or medical productsthat compete directly or indirectly with the Company’s products or proposed products, or providetechnical assistance, advice or counseling regarding such competing products in any state in theUnited States, either on his own behalf or as an officer, director, stockholder, partner,consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer ofany third party; or
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               (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed orengaged, for or on behalf of himself or any third party, any employee or agent of Company or anyaffiliate thereof in a manner which directly or indirectly competes with the Company.          (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf ofhimself or any third party, at any time during the term of the Agreement and during the RestrictedPeriod solicit any customers of the Company or any affiliate thereof in a manner which directly orindirectly competes with the Company.          (c) If any of the restrictions contained in this Section 10 shall be deemed to beunenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, thenthe court making such determination shall have the right to reduce such extent, duration,geographical scope, or other provisions hereof, and in its reduced form this Section shall then beenforceable in the manner contemplated hereby.          (d) This Section 10 shall not be construed to prevent Executive from owning, directly orindirectly, in the aggregate, an amount less than or equal to one percent (I%) of the issued andoutstanding voting securities of any class of any company that directly or indirectly competes withthe Company whose voting capital stock is traded on a national securities exchange or on theover-the-counter market other than securities of the Company. Furthermore, this Section 9 shall notbe construed to prevent Executive from owning, directly or indirectly, any number of issued andoutstanding voting securities of any company that does not directly or indirectly compete with theCompany.          (e) The term “Restricted Period,” as used in this Section 10, shall mean the period ofExecutive’s actual employment hereunder plus a period of twelve (12) months thereafter.          (f) The provisions of this Section 10 shall survive the end of the Term as provided in Section10(e) hereof.11. **Executive Conceptions and Developments****.**The Company shall own all IntellectualProperty Rights (as defined below) in and to, and, for the duration of such Intellectual PropertyRights have the exclusive rights to the commercial exploitation with respect to, all Conceptionsand Developments (as defined below) made individually or jointly by Executive during the periodwhile employed at Employer (the “Covered Period”). Any Intellectual Property Rights as to whichExecutive was an inventor, author or assignee, whether patentable or not, shall be presumed to havebeen originally made during the Covered Period and subject to Employer’s ownership. For purposeshereof, the term “Conceptions and Developments” means all creative, expressive, branding ortechnological conceptions, discoveries and developments related to the business of the Company andthe development of the Company’s products of any nature, including, without limitation, conceptionsfor products and process, inventions, designs, writings, graphics, animations and other works ofauthorship, specifications, drawings, methods, formulas and branding proposals, and anyimplementations, improvements, derivative works or modifications thereof and without regard towhether are patentable or copyrightable, and the
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term “Intellectual Property Rights” means all U.S. and foreign patents, copyrights, trademarks,service marks, tradenames, corporate names, trade secrets, rights of publicity and similar rights(including without limitation and all common law rights), domain names and all rights of priorityunder international conventions to make application with respect thereto. All Conceptions andDevelopments arising during the Covered Period are referred to as the “Covered Conceptions andDevelopments”. In addition to any previous assignments, Executive assigns to the Company allIntellectual Rights included the Covered Conceptions and Developments without regard to their beingpatentable or copyrightable. All works of authorship included in the Covered Conceptions andDevelopments that are eligible for protection under the Copyright Act shall be deemed “works madefor hire” to the extent they may qualify as such under17 U.S.C. Section 101, and otherwise thecopyright therein shall be assigned by Executive to the Company at the time such works were made.All Covered Conceptions and Developments, whether or not patentable, shall be promptly disclosed tothe Company in writing and shall be held in confidence by the Executive and treated as“Confidential Information”, until such time as the Company, in its sole determination, shall electto make the subject matter thereof publicly known. Executive agrees that, at the expense of theCompany, he will, without additional compensation, take any such further action, including therendering of all lawful testimony and assistance; and the execution and delivery to suchinstruments as the Company may require from time to time, to perfect, effectuate, register, recordor enforce the Company’s rights or interests in any of the Covered Conceptions and Developments.Executive hereby irrevocably appoints the Company to be Executive attorney-in-fact to act inExecutive’s name, place and stead to do and execute any such act or instrument for the purpose ofthis Section. The Company shall be under no liability to account to Executive for any revenue orprofit derived or resulting from the use, exploitation or licensing of any of the coveredConceptions or Developments subject in this Section.12. **Agreement Not to Use or Disclose Trade Secrets.** During the term of this Agreement anda period of five (5) years thereafter, Employee promises and agrees that he will not disclose orutilize any trade secrets acquired during the course of service with the Company and/or its relatedbusiness entities. As used herein, “trade secret” refers to the whole or any portion or phase ofany formula, pattern, device, combination of devices, or compilation of information which is foruse, or is used, in the operation of the Company’s business and which provides the Company anadvantage, or an opportunity to obtain an advantage, over those who do not know or use it. “Tradesecret” also includes any scientific, technical, or commercial information, including any design,list of suppliers, list of customers, as well as pricing information or methodology, contractualarrangements with vendors or suppliers, business development plans or activities, or Companyfinancial information. This Section 11 is effective regardless of the reason for the termination ofthe Agreement and regardless of whether the Agreement is terminated by the Employee, the Company orby its own terms. This restrictive covenant may be assigned to and enforced by any of theCompany’s assignees or successors.13. **Agreement Not To Hire Company Employees.** If Employee leaves the employ of the Companyor terminates this Agreement, Employee promises and agrees that, during the two (2) years followinghis departure from the Company, Employee will not, without the express written permission of theCompany, directly or indirectly employ as a consultant or employee any person who is employed as aconsultant or employee of the Company at the time of Employee’s termination, or any person who wasan employee or consultant of the Company during the six
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months preceding Employee’s termination; provided, however this Section 13 shall not apply in theevent that Employee is terminated without cause by the Company or the Employee terminates thisAgreement with Good Reason. This restrictive covenant may be assigned to and enforced by any ofthe Company’s assignees or successors.14. **Injunctive Relief.** In recognition of the unique services to be performed by Employeeand the possibility that any violation by Employee of Section 10, Section 11, Section 12 or Section13 of this Agreement may cause irreparable or indeterminate damage or injury to Company, Employeeexpressly stipulates and agrees that the Company shall be entitled, upon ten (10) days writtennotice to Employee, to obtain an injunction from any court of competent jurisdiction restrainingany violation or threatened violation of this Agreement. Such right to an injunction shall be inaddition to, and not in limitation of, any other rights or remedies the Company may have fordamages.15. **Judicial Modification of Agreement.** The Company and Employee specifically agree that acourt of competent jurisdiction (or an arbitrator, as appropriate) may modify or amend Section 10,Section 11, Section 12 or Section 13 of this Agreement if absolutely necessary to conform withrelevant law or binding judicial decisions in effect at the time the Company seeks to enforce anyor all of said provisions.16. **Resolution of Disputes by Arbitration.** Any claim or controversy that arises out of orrelates to Employee’s employment, this Agreement, or the breach of this Agreement, will be resolvedby arbitration in Palm Beach County in accordance with the rules of the American ArbitrationAssociation. Judgment upon the award rendered by the arbitrator may be entered in any courtpossessing jurisdiction over arbitration awards. This Section shall not limit or restrict theCompany’s right to obtain injunctive relief for violations of Section 10, Section 11, Section 12 orSection 13 of this Agreement directly from a court under Section 14 of this Agreement.
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17. **Miscellaneous**.     a. **Costs and Expenses**. Each party hereto agrees to pay its own costs and expenses incurred innegotiating this Agreement and consummating the transactions described herein. In the event eitherparty is required to seek legal counsel to enforce the terms and provisions of this Agreement, theprevailing party in any action (including arbitration) shall be entitled to recover attorneys feesand costs (including on appeal).     b. **Choice of Law**. This Agreement will be interpreted, construed and enforced in accordancewith the laws of the State of Florida and the proper jurisdiction and venue shall be the CircuitCourt in Palm Beach County, Florida.     c. **Construction**. The parties hereto and their respective legal counsel participated in thepreparation of this Agreement; therefore, this Agreement shall be construed neither against nor infavor of any of the parties hereto, but rather in accordance with the fair meaning thereof.     d. **Effect of Waiver**. The failure of any party at any time or times to require performance ofany provision of this Agreement will in no manner affect the right to enforce the same. The waiverby any party of any breach of any provision of this Agreement will not be construed to be a waiverby any such party of any succeeding breach of that provision or a waiver by such party of anybreach of any other provision.     e. **Counterparts**. This Agreement may be executed in one or more counterparts, each of whichwill be deemed an original and all of which together will constitute one and the same instrument.     f. **Entire Agreement.**This Agreement sets forth the entire agreement between the parties, andsupersedes any prior agreements or understanding between the Company and Employee. This Agreementmay be amended only in writing, signed by both parties.     g. **Severability.**If any provision of this Agreement is held invalid for any reason, suchinvalidity shall not affect the enforceability of the remainder of this Agreement.     h. **Notices**. Any notices required or permitted or given pursuant to this Agreement to theCompany or Employee shall be in writing and shall be deemed given upon delivery in person or three(3) days after deposit of same in the U.S. certified mail or registered mail, return receiptrequested, first class postage and registration fees prepaid, to the addresses listed below. Theparties hereto shall notify each other whenever their addresses shall change during the Term.[SIGNATURES ON NEXT PAGE]
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     **IN WITNESS WHEREOF**, the parties have executed this Employment Agreement on the date set forthbelow.           **Company**   **Employee**             By: /s/ David H. Fater   /s/ James E. Skinner           Name: David H. Fater   James E. Skinner  Title: Chief Executive Officer                   Date: March 3, 2009   Date: March 3, 2009                        2300 NW Corporate Boulevard   399 Autumn Drive  Boca Raton, FL 33431   Bangor, PA 18013  (Address for Notices)   (Address for Notices)