Exhibit 10.1



 






Exhibit 10.1









VIA FEDERAL EXPRESS




David Riggs

277 West Wayne Place

Wheeling, Illinois 60090



     Re:Separation Agreement



Dear Mr. Riggs:



This letter, upon your signature, will constitute the Separation Agreement between you and
eXegenics, Inc. (the “Company”) on the terms of your separation from employment with the Company.




     1. Your employment has been terminated effective June 30, 2005.



     2. You acknowledge that you have been paid your earned salary through the date your employment
terminated. You acknowledge that you have submitted outstanding business expenses incurred but not
paid to you in the amount of $638.54. You acknowledge that you have two weeks of accrued, but
unused vacation payable to you. Information about your rights under COBRA to continue your health
insurance coverage period will be sent to you under separate cover.



     3. You have returned or will immediately return to the Company any office keys, security
passes, or other access or identification cards, as well as any computers, phones, PDA’s, other
equipment, credit cards, and any other Company property in your possession. You have returned or
will immediately return to the Company any documents or materials you have about its clients,
accounts, practices, procedures, trade secrets, customer lists, merger candidates, or product
marketing.



     4. You acknowledge that the termination of your employment is not due to a disagreement with
the Company, known to an executive officer or member of the Board of Directors of the Company, on
any matter relating to the Company’s operations, policies or practices.



     5. In consideration of your acceptance of this Separation Agreement, the Company will provide
you with severance in an amount equal to six months of salary, less customary payroll deductions,
payable in a single, lump sum payment within 10 business days after the “effective date” of this
Agreement as defined in paragraph 9 below. The total amount of the severance payment shall be
$117,500.00 (less customary payroll deductions).



     6. You acknowledge: (a) that the Company Stock Options to purchase 225,000 shares of Company
Common Stock granted under the Nonqualified Stock Option Agreement dated March 10, 2003 shall
terminate on September 30, 2005, and (b) that the Company Stock Options to purchase 75,000 shares
of Company Common Stock granted under the Nonqualified Stock Option Agreement dated March 29, 2004
shall terminate on June 30, 2007.



     7. In consideration for payment to you under this Separation Agreement, you expressly waive
and release any and all claims that you have or might have against the Company and its current,
past and future officers, directors, agents, attorneys, employees, successors or assigns, arising
from or related to your employment with the Company and/or the termination of your



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employment with the Company. These claims include, but are not limited to, claims arising under
federal, state and local statutory or common law, such as the Age Discrimination in Employment Act,
Title VII of the Civil Rights Act of 1964, the New York State and City Human Rights laws, wage and
hour laws, and the law of contract and tort. These claims also include, but are not limited to,
any claims for breach of your employment contract dated March 10, 2003, as amended, and any claims
for any wages, bonuses, finder’s fees, and commissions. This waiver and release is intended to
cover claims, whether known or unknown, arising any time prior to the date you sign this Separation
Agreement; you are not waiving claims arising after the date you sign this Separation Agreement.
You further agree that you have not and will not bring any claims, proceedings, suits or
arbitrations relating to any claims waived or released under this Separation Agreement, including
any claims regarding your employment with the Company and/or the cessation of your employment with
the Company, except that nothing herein is intended to affect your right to challenge the validity
of this Separation Agreement under the Older Workers Benefit Protection Act.



     8. You will not, unless required or otherwise permitted by law, disclose to others any
information regarding the following:



          a. Any information regarding the Company’s clients, accounts, practices, procedures, trade
secrets, customer lists, merger/acquisition plans, merger or takeover candidates, business plans or
product marketing.




          b. The terms of this Separation Agreement, the benefit being paid under it or the fact of its
payment, are confidential except that you may disclose this information to your attorney,
accountant or other professional advisor to whom you must make the disclosure in order for them to
render professional services to you. You will instruct them, however, to maintain the
confidentiality of this information just as you must.




     9. In the event that you breach any of your obligations under this Separation Agreement, the
Company will be entitled to obtain all relief authorized by law.



     10. The following is required by the Older Workers Benefit Protection Act:



     You have up to 21 days from the date you receive a copy of this letter to accept the terms of
this Separation Agreement, although you may accept it at any time within those 21 days. You are
advised to consult an attorney of your choice about this Separation Agreement.



     To accept this Separation Agreement, please date and sign this letter and return it to me. (An
extra copy for your files is enclosed). Once you do so, you will still have an additional 7
calendar days in which to revoke your acceptance. To revoke, you must send me a written statement
of revocation by registered mail, return receipt requested, within the 7 day revocation period. If
you do not revoke, the eighth day after the date of your acceptance will be the “effective date” of
the Separation Agreement.



     11. The parties agree that should any inquiries be made from prospective employers concerning
your employment with the Company, the Company will answer such inquiries by providing only your
dates of employment and position held.



     12. You agree not to make, write, publish, produce or in any way participate in placing into
the public domain any statement, opinion or information which reflects adversely upon, disparages,
or could reasonably impair the reputation or best interests of the Company or its officers, agents,
Board members, or employees.



     13. Upon the Company’s request, you agree to cooperate to the extent necessary to protect the
interests of the Company, including but not limited to providing information you have about the
Company’s business and operations and/or providing truthful testimony as a witness or declarant
with respect any future litigation or audit or investigation.



     14. The parties agree that any dispute arising from the interpretation or alleged breach of
this Separation Agreement shall be subject to the exclusive jurisdiction of the courts in the State
of New York and that this agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to rules relating to conflict of laws. The parties
consent to personal jurisdiction within the State of New York.



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     15. Except as set forth under this Separation Agreement, there are no representations or
agreements between you and the Company about or pertaining to the termination of your employment
with the Company or the Company’s obligations to you with respect to your employment or any other
matter mentioned in this Separation Agreement. In the event any portion of this Separation
Agreement is determined to be unenforceable, the remaining provisions shall remain in effect.



          Best of luck in your future endeavors.




	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 

	 	John Paganelli
	 

	 	Chairman of the Board of Directors






     By signing this letter, I acknowledge that I have had the opportunity to review this
Separation Agreement carefully with an attorney of my choice; that I have read this Agreement and
understand the terms of this Agreement; and that I knowingly and voluntarily agree to them.



	 	 	 	 	 	 	 
	 

	 	Dated: July 26, 2005.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

David Riggs
	 	 






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