PediatRx Inc.: Exhibit 10.38 - Filed by newsfilecorp.com






AMENDMENT TO STOCK OPTION AGREEMENT, WAIVER AND
RELEASE

     THIS AMENDMENT TO STOCK OPTION
AGREEMENT, WAIVER AND RELEASE (the “Agreement”) is executed and
effective on and as of December 15, 2011 (the “Execution Date”) by and
between PediatRx, Inc., a Nevada corporation (the “Corporation”), and
Jorge Rodriguez (“RODRIGUEZ”).

RECITALS

     WHEREAS, the Corporation and
RODRIGUEZ believe it to be in their respective best interests to terminate the
Employment Agreement between the Corporation and RODRIGUEZ dated as of July 1,
2010 (the “Employment Agreement”) and to set forth the parties’ rights
and obligations with respect to each other and with respect to other investors
in connection with all amounts to be paid to RODRIGUEZ and the termination of
his contract dated July 1, 2010.

     NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, RODRIGUEZ and the Corporation agree as follows:

     1. Termination of Employment
Agreement. The Employment Agreement is hereby terminated effective on the
Execution Date.

     2. Amendment to Stock Option
Agreement. This Agreement amends the Stock Option Agreement dated March 4,
2011 (the “Stock Option Agreement”) between the Corporation and RODRIGUEZ
in the following respects:

     (a) all of the Options that have not
vested on or before the Execution Date shall terminate effective on the
Execution Date; 

     (b) notwithstanding any provision in the PediatRx Inc. 2011
Stock Option Plan (the “Plan”) to the contrary, RODRIGUEZ shall have
until 5 O’clock p.m., Eastern Time on December 15, 2012 to exercise the 105,000
stock options that remain vested pursuant to the terms of this Agreement, which,
if exercised, must be exercised pursuant to the terms of the Stock Option
Agreement. All of Rodriguez’s stock options, to the extent they have not already
terminated or expired, shall expire on December 15, 2012.

     (c) in the event
that Rodriguez exercises any stock options on or after the Execution Date, they
shall be treated for all purposes as if they are Non-Qualified Stock Options (as
contemplated in the Plan).

     3. Resignation From Office.
RODRIGUEZ hereby resigns from any and all offices held with the Corporation or
any of its subsidiaries or affiliates, and he hereby relinquishes and waives any
expectation of a position as an officer, director, employee or consultant of the
Corporation effective as of the Execution Date.

     4. Payment. In consideration of
RODRIGUEZ’s execution of this Agreement, RODRIGUEZ shall receive a one-time lump
sum gross payment (the “Payment”) in the amount of Nineteen Thousand Five Hundred dollars (US $ 19,500.00) which
shall be payable not later than five (5) business days after the expiration of
the revocation period set forth in paragraph 6(c) of this Agreement, below. The
amount of the Payment shall be reduced by appropriate withholdings as required
by law.




RODRIGUEZ hereby acknowledges that the
Payment includes all monies payable to him by the Corporation and without
limitation. In addition, the Corporation does not offer any further
compensation, benefits or coverage of any kind. RODRIGUEZ also acknowledges that
no additional monies are due him from any Officer, Employee, consultant,
individual related to the Corporation or any stockholder or investor.

     5. Property. RODRIGUEZ hereby
covenants that all Corporation property, including but not limited to any copies
of original documents, in the possession of RODRIGUEZ will be returned to the
Corporation within five (5) business days of RODRIGUEZ’s execution of this
Agreement. RODRIGUEZ agrees to transfer to Corporation any communications,
proposals, quotes or any such material related to development or
commercialization of products currently being marketed, developed or considered
for marketing or development by Corporation, including but not limited to
materials relating to Granisol, Aquoral, Soltamox and any related interactions
with any other third party.

     6. General Release and
Waiver.

     (a) RODRIGUEZ hereby releases,
remises, acquits and discharges the Corporation and its respective subsidiaries,
partners, directors, agents, executives, , consultants, independent contractors,
investors, attorneys, advisers, successors and assigns, jointly and severally,
from any and all claims, known or unknown, which RODRIGUEZ, his heirs,
successors, or assigns have or may have against any of such parties whether
denominated claims, demands, causes of action, obligations, damages or
liabilities arising from any and all bases, however denominated, including but
not limited, claims of discrimination under the Civil Rights Act of 1866, as
amended, the Civil Rights Act of 1991, as amended, Title VII of the United
States Civil Rights Act of 1964, as amended, 42 U.S.C. Section 1981, the Equal
Pay Act, the Americans with Disabilities Act, the Employee Retirement Income
Security Act of 1974, as amended, the Law Against Discrimination of the State of
New Jersey, the State of Illinois, the State of Nevada, the Conscientious
Employee Protection Act of the State of New Jersey, or any other federal, state
or local law concerning wages, employment or discharge, and any other law, rule,
or regulation or disability claim under any such laws, or any laws concerning
securities or stock ownership. This release relates to claims arising from and
during his relationship with the Corporation or as a result of the termination
of such relationship. This release is for any relief, no matter how denominated,
including but not limited to wages, back pay, front pay, contract damages, tort
claims, compensatory damages or punitive damages, in any such case whether or
not such claims have been previously asserted by RODRIGUEZ. RODRIGUEZ further
agrees that he will not file or permit to be filed on his behalf any such
released claim. This release shall not apply to the obligations set forth in
this Agreement.

2




     (b) Except as otherwise specifically
provided for herein, the Corporation hereby releases, remises, acquits and
discharges RODRIGUEZ from any and all known claims which the Corporation, its
successors, or assigns may have against RODRIGUEZ.

     (c) RODRIGUEZ hereby acknowledges that
he has been informed pursuant to the Federal Older Workers Benefit Protection
Act of 1990 that:

	 	i. 	
      RODRIGUEZ has the right to consult with an attorney
      before signing this Agreement;

	 	 	 
	 	ii. 	
      RODRIGUEZ does not waive rights or claims under the
      federal Age Discrimination in Employment Act that may arise after the date
      this waiver is executed;

	 	 	 
	 	iii. 	
      RODRIGUEZ hereby acknowledges that he has been provided
      with the opportunity to take twenty-one (21) business days to consider
      whether to execute this Agreement, and RODRIGUEZ has chosen to waive such
      period should he execute this Agreement prior to the expiration of that
      twenty- one (21) day waiting period.

	 	 	 
	 	iv. 	
      RODRIGUEZ understands that during the seven (7) days
      following his execution of this Agreement, RODRIGUEZ may revoke his
      agreement hereto at any time by notifying the Corporation in writing.
      RODRIGUEZ acknowledges and agrees that in the event that RODRIGUEZ revokes
      his agreement hereto this entire Agreement will be thereby
  revoked.



     (d) RODRIGUEZ expressly acknowledges
that the Payment is a benefit to which he would not be entitled without
executing this Agreement, and constitutes consideration for the release, waiver
and amendments referred to herein.

     7. Non-Disparagement.

     (a) RODRIGUEZ agrees not to make any
statements, in writing or otherwise, that disparage the reputation or character
of the Corporation or any of its affiliates, its respective officers, directors,
employees and agents, at any time for any reason whatsoever, except in
connection with any litigation or administrative proceedings by or between
RODRIGUEZ and the Corporation or as otherwise required by law.

     (b) The Corporation agrees not to make
any statements, in writing or otherwise, that disparage the reputation or
character of RODRIGUEZ, at any time for any reason whatsoever, except in
connection with any litigation or administrative proceedings by or between
Corporation and RODRIGUEZ or as otherwise required by law.

     8. Non-Compete and Non-Raiding.
RODRIGUEZ agrees that for a period of 12 months after the effective date of this Agreement, whether
as a consultant, principal, partner, director or employee, he will not, anywhere
in the U.S.A: (i) directly or indirectly compete or enter in to a competitive
arrangement in connection with a competitor company, defined as a company
engaged in development, reformulation, formulation, marketing of prescription,
branded products which compete directly with Granisol, Aquoral or Soltamox (ii)
solicit or accept orders with or for any of the Company’s products or business
activities (iii) solicit or request investments or funds from any person or
entities directly affiliated with the Company or for any entity which directly
competes with the Company and/or (iv) solicit, divert or take away or attempt to
divert or take away, the business or patronage of any of the clients, customers
or accounts of the Company. In addition to the above, for a period of 12 months
after the Execution Date, RODRIGUEZ shall not solicit or entice away any current
employee or current consultant from the Company or its affiliates.

3




Notwithstanding anything to the
contrary herein, the non-competition provisions set forth above may be waived,
in the sole discretion of the Corporation, in a written instrument signed by the
Chairman of the Board, or President of the Company.

     9. Indemnification and
Cooperation. RODRIGUEZ agrees to cooperate as reasonably required, and to
the extent reasonably possible, in the event of litigation in which the
Corporation determines that RODRIGUEZ’s involvement would be helpful. To the
fullest extent permitted by law, the Corporation will indemnify, hold harmless
and defend RODRIGUEZ in the event of any claim made against RODRIGUEZ relating
to or arising from his association with the Corporation, other than those
brought about by RODRIGUEZ’s conduct.

     10. Waiver and Release
Agreement. Nothing in this Agreement shall be construed to constitute any
admission of liability of any kind whatsoever by the Corporation, its investors,
directors, officers, consultants or its stockholders, and they each specifically
deny any liability of any kind whatsoever to RODRIGUEZ.

     11. Attorney’s Fees. If any
party breaches this Agreement, the other party shall be entitled to attorney’s
fees in addition to any damages established as a result of the breach. RODRIGUEZ
recognizes that the Corporation would also be entitled to injunctive relief
restraining any violation of paragraph 8 or 9.

     12. General Provisions.

     (a) If any provision contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such provision will be modified to the extent necessary to
permit it to be enforceable, and the remaining provisions of this Agreement will
continue to be in force. The parties agree that this Agreement shall be
construed, enforced and interpreted in accordance with and governed by the laws
of the State of New Jersey without regard to its conflicts of law rules.

     (b) The terms of this Agreement may be
changed, modified or discharged only by an instrument in writing signed by the
parties hereto. A failure of a party to insist on strict compliance with any provision of this
Agreement shall not be deemed a waiver of such provision or any other provision
hereof. This Agreement is binding upon the representatives of RODRIGUEZ and upon
the successors and assigns of the Corporation.

4




     (c) The Parties agree that this
Agreement shall be held in strict confidence and shall not be disclosed except
as required by law.

     (d) The section headings contained in
this Agreement are for the convenience of reference only and shall not affect
the construction of any provision of this Agreement.

     (e) This Agreement may be executed in
one or more counterparts, each of which will be deemed an original but all of
which together shall constitute one and the same instrument.

The parties have executed this Agreement as of the Date of
Execution.

	 	PEDIATRX, INC. 
	 	  
	 	  
	 	By: /s/ Cameron Durrant 
	 	Name: Cameron Durrant 
	 	Title: CEO 
	 	Date: December 15, 2011 
	 	  
	 	  
	 	  
	 	JORGE RODRIGUEZ 
	 	  
	 	  
	 	  
	 	  
	 	/s/ Jorge Rodriguez 
	 	Name: Jorge Rodriguez 
	 	Date: December 15, 2011
  


5