Blueprint





 







Exhibit 10.4

 


EMPLOYMENT
AGREEMENT

 


This
Employment Agreement (the “Agreement”) is made and
entered into by and among GT Biopharma, Inc. (the "Parent"),
Georgetown Translational Pharmaceuticals, Inc. (the
“Subsidiary” and together with the Parent, the
“Companies” and each, a “Company”) and
Raymond Urbanski ("Executive") as of ______________(the "Effective
Date").

 



WHEREAS, each Company is desirous of employing Executive,
and Executive wishes to be employed by each Company in accordance
with the terms and conditions set forth in this
Agreement.

 


NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:

 


1.
Position and Duties:
Executive shall be employed by the
Company in the position of Chief Medical Officer. Executive shall
have the duties and responsibilities consistent with the position
of Chief Medical Officer and such other duties and responsibilities
assigned by the Company’s Chief Executive Officer. Executive
shall perform faithfully and diligently such duties as are
reasonable and customary for Executive’s position, as well as
such other duties as the Chief Executive Officer shall reasonably
assign from time to time. Executive shall provide his services
hereunder from the Company’s offices in Washington, D.C., or
from his home, as the Chief Executive Officer may hereafter direct
or approve. Executive understands and agrees that Executive will
faithfully devote Executive’s best efforts and substantially
all of his time during normal business hours to advance the
interests of the Company. Executive will abide by all policies duly
adopted by the Company, as well as all applicable federal, state
and local laws, regulations or ordinances. Executive will act in a
manner that Executive reasonably believes to be in the best
interest of the Company at all times. Executive further understands
and agrees that Executive has a fiduciary duty of loyalty to the
Company to the extent provided by applicable law and that Executive
will take no action which materially harms the business, business
interests, or reputation of the Company.

 


2.
Term of Employment: This
Agreement shall remain in effect for a period of three years from
the Effective Date, and thereafter will automatically renew for
successive one year periods unless either party provides ninety
days' prior written notice of termination. In the event either
Company elects to terminate the Agreement, such termination shall
be considered to be an Involuntary Termination, and Executive shall
be provided benefits as provided in this Agreement. Upon the
termination of Executive's employment for any reason, neither
Executive nor the Companies shall have any further obligation or
liability under this Agreement to the other, except as set forth
below.

 




 

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3.
Compensation: Executive
shall be compensated by the Parent for his services to the
Companies as follows:

 


      (a)
Base Salary: Executive shall
be paid a monthly Base Salary of $400,000.00. The monthly cash
payment will be subject to applicable withholding, in accordance
with the Parent’s normal payroll procedures. Executive's
salary shall be reviewed on at least an annual basis and may be
adjusted as appropriate, but in no event shall it be reduced to an
amount below Executive’s salary then in effect. In the event
of such an adjustment, that amount shall become Executive's Base
Salary. Furthermore, during the term of this Agreement, in no event
shall Executive's compensation be less than any other officer or
employee of either Company or any subsidiary.

 


      (b)
Benefits: Executive shall
have the right, on the same basis as other senior executives of
either Company, to participate in and to receive benefits under any
of either Company's employee benefit plans, medical insurance, as
such plans may be modified from time to time, and provided that in
no event shall Executive receive less than (4) four weeks paid
vacation per annum, (6) six paid sick days per annum, and (5) five
paid personal days per annum.

 


      (c)
Performance Bonus: Executive
shall have the opportunity to earn a performance bonus in
accordance with the Parent's Performance Bonus Plan if in effect
(“Target Bonus”); if the Parent does not have a Bonus
Plan in effect at any given time during the term of this Agreement,
then the Parent’s Compensation Committee or Board of
Directors shall have discretion as to determining bonus
compensation for Executive.

 


     (d)
General Grant: Executive (or
an entity controlled by Executive) shall be granted 1,538,898
shares of common stock in the Company (the “Stock
Grant”), valued at the trading price as of the Effective
Date, as consideration for entering into this Agreement and
remaining an executive for the entire Term. Such stock shall vest
and be delivered to Executive on the following schedule, at his
direction, but no earlier than the initial one-third (1/3) vesting
and deliverable within thirty (30) days following the Effective
Date; the second one-third (1/3) vesting and deliverable within
thirty (30) days following the one-year anniversary of the
Effective Date, and the final one-third (1/3) vesting and
deliverable within thirty (30) days following the two-year
anniversary of the Effective Date.


 

 


      (e)
Expenses: Parent shall
reimburse Executive for reasonable travel, lodging, entertainment
and meal expenses incurred in connection the performance of
services within this Agreement. Executive shall be entitled to fly
Business Class on any flight longer than four (4) hours and receive
full reimbursement for such flight from the Parent.

 


      (f)
Travel: Executive shall
travel as necessary from time to time to satisfy his performance
and responsibilities under this Agreement.

 




 

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4.
Effect of Termination of
Employment:

 


      (a)
Voluntary Termination: In
the event of Executive's voluntary termination from employment with
the Companies, other than for Good Reason pursuant to Sections 5(d)
or 5(e), Executive shall be entitled to no compensation or benefits
from the Companies other than those earned under Section 3 through
the date of his termination and, in the case of each stock option,
restricted stock award or other Company stock-based award granted
to Executive, the extent to which such awards are vested through
the date of hir termination. In the event that Executive's
employment terminates as a result of his death or disability,
Executive shall be entitled to a pro-rata share of the
performance-based bonus for which Executive is then-eligible
pursuant to Section 3(c) (presuming performance meeting, but not
exceeding, target performance goals) in addition to all
compensation and benefits earned under Section 3 through the date
of termination.

 


      (b)
Termination for Cause: If
Executive's employment is terminated by the Companies for Cause,
Executive shall be entitled to no compensation or benefits from the
Companies other than those earned under Section 3 through the date
of his termination and, in the case of each stock option,
restricted stock award or other Company stock-based award granted
to Executive, the extent to which such awards are vested through
the date of his termination. In the event that the Companies
terminate Executive's employment for Cause, the Companies shall
provide written notice to Executive of that fact prior to, or
concurrently with, the termination of employment. Failure to
provide written notice that the Companies contend that the
termination is for Cause shall constitute a waiver of any
contention that the termination was for Cause, and the termination
shall be irrebuttably presumed to be an Involuntary
Termination.

 


      (c)
Involuntary Termination During
Change in Control Period: If Executive's employment with the
Companies terminates as a result of a Change in Control Period
Involuntary Termination, then, in addition to any other benefits
described in this Agreement, Executive shall receive the
following:

 


            (i)
all compensation and benefits earned under Section 3 through the
date of Executive's termination of employment;

 


            (ii)
a lump sum payment equivalent to the greater of (a) the bonus paid
or payable to Executive for the year immediately prior to the year
in which the Change in Control occurred and (b) the Target Bonus
under the Performance Bonus Plan in effect immediately prior to the
year in which the Change in Control occurs;

 


            (iii)
a lump sum payment equivalent to the remaining Base Salary (as it
was in effect immediately prior to the Change in Control) due
Executive from the date of Involuntary Termination to the end of
the term of this Agreement or one-half of Executive’s Base
Salary then in effect, whichever is the greater; and

 




 

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            (iv)
reimbursement for the cost of medical, life, disability insurance
coverage at a level equivalent to that provided by the Companies
for a period expiring upon the earlier of: (a) one year; or (b) the
time Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive at the time of Involuntary
Termination, the amount payable to Executive under subsections (i)
through (iii), above, shall be paid to Executive in a lump sum
within thirty (30) days following Executive's termination of
employment. The amounts payable under subsection (iv) shall be paid
monthly during the reimbursement period.

 


      (d)
Termination Without Cause in the
Absence of Change in Control: In the event that Executive's
employment terminates as a result of a Non Change in Control Period
Involuntary Termination, then Executive shall receive the following
benefits:

 


            (i)
all compensation and benefits earned under Section 3 through the
date of the Executive's termination of employment;

 


            (ii)
a lump sum payment equivalent to the greater of (a) the bonus paid
or payable to Executive for the year immediately prior to the year
in which the Change in Control occurred and (b) the Target Bonus
under the Performance Bonus Plan in effect immediately prior to the
year in which the Change in Control occurs;

 


            (iii)
a lump sum payment equivalent to the remaining Base Salary (as it
was in effect immediately prior to the Change in Control) due
Executive to the end of the term of this Agreement or one-half of
Executive’s Base Salary then in effect, whichever is the
greater; and

 


            (iv)
reimbursement for the cost of medical, life and disability
insurance coverage at a level equivalent to that provided by the
Companies for a period of the earlier of: (a) one year; or (b) the
time Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days following
Executive's termination of employment. The amounts payable under
subsection (iv) shall be paid monthly during the reimbursement
period.

 


      (e)
Resignation with Good Reason During
Change in Control Period: If Executive resigns his
employment with the Companies as a result of a Change in Control
Period Good Reason, then, in addition to any other benefits
described in this Agreement, Executive shall receive the
following.

 




 

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            (i)
all compensation and benefits earned under Section 3 through the
date of the Executive's termination of employment;

 


            (ii)
a lump sum payment equivalent to the greater of (a) the bonus paid
or payable to Executive for the year immediately prior to the year
in which the Change in Control occurred and (b) the Target Bonus
under the Performance Bonus Plan in effect immediately prior to the
year in which the Change in Control occurs;

 


            (iii)
a lump sum payment equivalent to the remaining Base Salary (as it
was in effect immediately prior to the Change in Control) due
Executive from the date of Involuntary Termination to the end of
the term of this Agreement or one-half of Executive’s Base
Salary then in effect, whichever is the greater; and

 


            (iv)
reimbursement for the cost of medical, life and disability
insurance coverage at a level equivalent to that provided by the
Companies for a period of the earlier of: (a) one year; or (b) the
time Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days following
the

 


Executive's
termination of employment. The amounts payable under subsection
(iv) shall be paid monthly during the reimbursement
period.

 


      (f)
Resignation with Good Reason in the
Absence of Change in Control: If Executive resigns his
employment with the Companies as a result of a Non Change in
Control Period Good Reason, then, in addition to any other benefits
described in this Agreement, Executive shall receive the
following.

 


            (i)
all compensation and benefits earned under Section 3 through the
date of the Executive's termination of employment;

 


            (ii)
a lump sum payment equivalent to the greater of (a) the bonus paid
or payable to Executive for the year immediately prior to the year
in which the Change in Control occurred and (b) the Target Bonus
under the Performance Bonus Plan in effect immediately prior to the
year in which the Change in Control occurs;

 


             (iii)
a lump sum payment equivalent to the remaining Base Salary (as it
was in effect immediately prior to the Change in Control) due
Executive from the date of Involuntary Termination to the end of
the term of this Agreement or one-half of Executive’s Base
Salary then in effect, whichever is the greater; and

 




 

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            (iv)
reimbursement for the cost of medical, life and disability
insurance coverage at a level equivalent to that provided by the
Companies for a period of the earlier of: (a) one year; or (b) the
time Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days following
the

 


Executive's
termination of employment. The amounts payable under subsection
(iv) shall be paid monthly during the reimbursement
period.

 


      (g)
Resignation from Positions:
In the event that Executive's employment with the Companies is
terminated for any reason, on the effective date of the termination
Executive shall simultaneously resign from each position he holds
on any of the Companies’ affiliated entities and any position
Executive holds as an officer of the Companies or any of the
Companies’ affiliated entities.

 


5.
Certain Definitions: For the
purpose of this Agreement, the following capitalized terms shall
have the meanings set forth below:

 


      (a)
"Cause" shall mean any of the following occurring on or after the
date of this Agreement:

 


            (i)
Executive's theft, dishonesty, breach of fiduciary duty for
personal profit, or falsification of any employment or Company
record;

 


            (ii)
Executive's willful violation of any law, rule, or regulation
(other than traffic violations, misdemeanors or similar offenses)
or final cease-and-desist order, in each case that involves moral
turpitude;

 


            (iii)
any material breach by Executive of either Company's Code of
Professional Conduct, which breach shall be deemed "material" if it
results from an intentional act by Executive and has a material
detrimental effect on either Company's reputation or business;
or

 


            (iv)
any material breach by Executive of this Agreement, which breach,
if curable, is not cured within thirty (30) days following written
notice of such breach from the applicable Company.

 


      (b)
"Change in Control" shall mean the occurrence of any of the
following events:

 




 

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            (i)
the Parent is party to a merger or consolidation which results in
the holders of the voting securities of the Parent outstanding
immediately prior thereto failing to retain immediately after such
merger or consolidation direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of
the securities entitled to vote generally in the election of
directors of the Parent or the surviving entity outstanding
immediately after such merger of consolidation.

 


            (ii)
a change in the composition of the Board of Directors of the Parent
occurring within a period of twenty-four (24) consecutive months,
as a result of which fewer than a majority of the directors are
Incumbent Directors;

 


            (iii)
effectiveness of an agreement for the sale, lease or disposition by
the Parent of all or substantially all of the Parent’s
assets; or

 


            (iv)
a liquidation or dissolution of the Parent.

 


      (c)
"Change in Control Period" shall mean the period commencing on
the


date
sixty (60) days prior to the date of consummation of the Change of
Control


and
ending one hundred eighty (180) days following consummation of the
Change of Control.


 


      (d)
"Change in Control Period Good Reason" shall mean Executive's
resignation for any of the following conditions, first occurring
during a Change in Control Period and occurring without Executive's
written consent:

 


            (i)
a decrease in Executive's Base Salary, a decrease in Executive's
Target Bonus (as a multiple of Executive's Base Salary) under the
Performance Bonus Plan, or a decrease in employee benefits, in each
case other than as part of any across-the-board reduction applying
to all senior executives of either Company which does not have
adverse effect on the Executive disproportionate to similarly
situated executives of an acquirer;

 


            (ii)
a material, adverse change in Executive's title, authority,
responsibilities, as measured against Executive's title, authority,
responsibilities or duties immediately prior to such
change.

 


            (iii)
a change in the Executive's ability to maintain his principal
workplace in Los Angeles County, CA.;

 


            (iv)
any material breach by either Company of any provision of this
Agreement, which breach is not cured within thirty (30) days
following written notice of such breach from
Executive;

 




 

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            (v)
any failure of the Parent to obtain the assumption of this
Agreement by any of the Parent’s successors or assigns by
purchase, merger, consolidation, sale of assets or
otherwise.

 


            (vi)
any purported termination of Executive's employment for "material
breach of contract" which is purportedly effected without providing
the "cure" period, if applicable, described in Section 5(iv),
above.

 


The
effective date of any resignation from employment by the Executive
for Change in Control Period Good Reason shall be the date of
notification to the Parent of such resignation from employment by
the Executive.

 


      (e)
"Non Change in Control Period Good Reason" shall mean the
Executive's resignation within six months of any of the following
conditions first occurring outside of a Change in Control Period
and occurring without Executive's written consent:

 


            (i)
a decrease in Executive's total cash compensation opportunity
(adding Base Salary and Target Bonus) of greater than ten percent
(10%);

 


            (ii)
a material, adverse change in Executive's title, authority,
responsibilities or duties, as measured against Executive's title,
authority, responsibilities or duties immediately prior to such
change;

 


            (iii)
any material breach by either Company of a provision of this
Agreement, which breach is not cured within thirty (30) days
following written notice of such breach from
Executive;

 


            (iv)
a change in the Executive's ability to maintain his principal
workplace in Los Angeles County, CA.;

 


            (v)
any purported termination of Executive's employment for "material
breach of contract" which is purportedly effected without providing
the "cure" period, if applicable, described in Section 5(iv),
above.

 


The
effective date of any resignation from employment by the Executive
for Non Change in Control Period Good Reason shall be the date of
notification to the Parent of such resignation from employment by
the Executive.

 


      (f)
"Incumbent Directors" shall mean members of the Board who either
(a) are members of the Board as of the date hereof, or (b) are
elected, or nominated for election, to the Board with the
affirmative vote of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include
an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of
members of the Board).

 




 

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      (g)
"Change in Control Period Involuntary Termination" shall mean
during a Change in Control Period the termination by the Companies
of Executive's employment with the Companies for any reason,
including termination as a result of death or disability of
Executive, but excluding termination for Cause. The effective date
of any Change in Control Period Involuntary Termination shall be
the date of notification to the Executive of the termination of
employment by the Companies; or

 


      (h)
"Non Change in Control Period Involuntary Termination" shall mean
outside a Change in Control Period the termination by the Companies
of Executive's employment with the Companies for any reason,
including termination by as a result of death or disability of
Executive, but excluding termination for Cause. The effective date
of any Non Change in Control Period Involuntary Termination shall
be the date of notification to the Executive of the termination of
employment by the Companies.

 


6.
Dispute Resolution: In the
event of any dispute or claim relating to or arising out of this
Agreement (including, but not limited to, any claims of breach of
contract, wrongful termination or age, sex, race or other
discrimination), Executive and the Companies agree that all such
disputes shall be fully addressed and finally resolved by binding
arbitration conducted by the American Arbitration Association in
New York City, in the State of New York in accordance with its
National Employment Dispute Resolution rules. In connection with
any such arbitration, the Parent shall bear all costs not otherwise
borne by a plaintiff in a court proceeding. Each Company agrees
that any decisions of the Arbitration Panel will be binding and
enforceable in any state that either Company conducts the operation
of its business.

 


7.
Attorneys' Fees: The
prevailing party shall be entitled to recover from the losing party
its attorneys' fees and costs incurred in any action brought to
enforce any right arising out of this Agreement.

 


8.
Restrictive
Covenants:

 


      (a)
Nondisclosure. During the
term of this Agreement and following termination of the Executive's
employment with the Companies, Executive shall not divulge,
communicate, use to the detriment of the Companies or for the
benefit of any other person or persons, or misuse in any way, any
Confidential Information (as hereinafter defined) pertaining to the
business of the Companies. Any Confidential Information or data now
or hereafter acquired by the Executive with respect to the business
of the Companies (which shall include, but not be limited to,
confidential information concerning each Company's financial
condition, prospects, technology, customers, suppliers, methods of
doing business and promotion of each Company's products and
services) shall be deemed a valuable, special and unique asset of
each Company that is received by the Executive in confidence and as
a fiduciary. For purposes of this Agreement "Confidential
Information" means information disclosed to the Executive or known
by the Executive as a consequence of or through his employment by
each Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the
date hereof and not generally known or in the public domain, about
each Company or its business. Notwithstanding the foregoing,
nothingnone of the
following information shall be treated as
Confidential


Information:
(i) information which is known to the public at the time of
disclosure to Executive,


(ii)
information which becomes known to the public by publication or
otherwise after disclosure to Executive, (iii) information which
Executive can show by written records was in his possession at the
time of disclosure to Executive, (iv) information which was
rightfully received by Executive from a third party without
violating any non-disclosure obligation owed to or in favor of the
Companies, or (v) information which was developed by or on behalf
of Executive independently of any disclosure hereunder as shown by
written records. Nothing herein shall be deemed to restrict
the Executive from disclosing Confidential Information to the
extent required by law or by any court.


 




 

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      (b)
Non-Competition. The
Executive shall not, while employed by either Company and for a
period of one year following the date of termination for Cause, or
resignation other than for Good Reason pursuant to Sections 5(d) or
5(e), engage or participate, directly or indirectly (whether as an
officer, director, employee, partner, consultant, or otherwise), in
any business that manufactures, markets or sells products that
directly compete with any product of either Company that is
significant to such Company's business based on sales and/or
profitability of any such product as of the date of termination of
Executive's employment with such Company. Nothing herein shall
prohibit Executive from being a passive owner of less than 5% stock
of any entity directly engaged in a competing
business.

 


     (c)
Property Rights; Assignment of
Inventions. With respect to information, inventions and
discoveries or any interest in any copyright and/or other property
right developed, made or conceived of by Executive, either alone or
with others, during his employment by each Company arising out of
such employment and pertinent to any field of business or research
in which, during such employment, each Company is engaged or (if
such is known to or ascertainable by Executive) is considering
engaging, Executive hereby agrees:

 


            (i)
that all such information, inventions and discoveries or any
interest in any copyright and/or other property right, whether or
not patented or patentable, shall be and remain the exclusive
property of the Companies;

 


            (ii)
to disclose promptly to an authorized representative of the Parent
all such information, inventions and discoveries or any copyright
and/or other property right and all information in Executive's
possession as to possible applications and uses
thereof;

 


            (iii)
not to file any patent application relating to any such invention
or discovery except with the prior written consent of an authorized
officer of the Parent (other than Executive);

 


            (iv)
that Executive hereby waives and releases any and all rights
Executive may have in and to such information, inventions and
discoveries, and hereby assigns to Executive and/or its nominees
all of Executive's right, title and interest in them, and all
Executive's right, title and interest in any patent, patent
application, copyright or other property right based thereon.
Executive hereby irrevocably designates and appoints the Parent and
each of its duly authorized officers and agents as his agent and
attorney-in-fact to act for his and on his behalf and in his stead
to execute and file any document and to do all other lawfully
permitted acts to further the prosecution, issuance and enforcement
of any such patent, patent application, copyright or other property
right with the same force and effect as if executed and delivered
by Executive; and

 


            (v)
at the request of the Parent, and without expense to Executive, to
execute such documents and perform such other acts as the Parent
deems necessary or appropriate, for the Companies to obtain patents
on such inventions in a jurisdiction or jurisdictions designated by
the Parent, and to assign to the Companies or their respective
designees such inventions and any and all patent applications and
patents relating thereto.

 




 

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9.
General:

 


      (a)
Successors and Assigns: The
provisions of this Agreement shall inure to the benefit of and be
binding upon the Companies, Executive and each and all of their
respective heirs, legal representatives, successors and assigns.
The duties, responsibilities and obligations of Executive under
this Agreement shall be personal and not assignable or delegable by
Executive in any manner whatsoever to any person, corporation,
partnership, firm, company, joint venture or other entity.
Executive may not assign, transfer, convey, mortgage, pledge or in
any other manner encumber the compensation or other benefits to be
received by his or any rights which he may have pursuant to the
terms and provisions of this Agreement.

 


      (b)
Amendments; Waivers: No
provision of this Agreement shall be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in
writing and signed by Executive and by an authorized officer of the
Parent (other than Executive). No waiver by either party of any
breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or
provision at another time.

 


      (c)
Notices: Any notices to be
given pursuant to this Agreement by either party may be effected by
personal delivery or by overnight delivery with receipt requested.
Mailed notices shall be addressed to the parties at the addresses
stated below, but each party may change its or his/her address by
written notice to the other in accordance with this subsection (c).
Mailed notices to Executive shall be addressed as
follows:

 


Raymond
Urbanski


 


 


E-mail:
Raymond_urbanski@yahoo.com


 


      Mailed
notices to the Companies shall be addressed as
follows:

 



            

GT Biopharma,
Inc.






Georgetown
Translational Pharmaceuticals, Inc.


Attention: Anthony
J. Cataldo, Executive Chairman



            

100 South Ashley
Street, Suite 100






Tampa,
FL 33302


 




 

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      (d)
Entire Agreement: This
Agreement constitutes the entire employment agreement among
Executive and the Companies regarding the terms and conditions of
his employment, with the exception of (a) the agreement described
in Section 7 and (b) any stock option, restricted stock or other
Company stock-based award agreements among Executive and the
Companies to the extent not modified by this Agreement. This
Agreement (including the other documents referenced in the previous
sentence) supersedes all prior negotiations, representations or
agreements among Executive and the Companies, whether written or
oral, concerning Executive's employment by the
Companies.

 


      (e)
Withholding Taxes: All
payments made under this Agreement shall be subject to reduction to
reflect taxes required to be withheld by law.

 


      (f)
Counterparts: This Agreement
may be executed by the Companies and Executive in counterparts,
each of which shall be deemed an original and which together shall
constitute one instrument.

 


      (g)
Headings: Each and all of
the headings contained in this Agreement are for reference purposes
only and shall not in any manner whatsoever affect the construction
or interpretation of this Agreement or be deemed a part of this
Agreement for any purpose whatsoever.

 


      (h)
Savings Provision: To the
extent that any provision of this Agreement or any paragraph, term,
provision, sentence, phrase, clause or word of this Agreement shall
be found to be illegal or unenforceable for any reason, such
paragraph, term, provision, sentence, phrase, clause or word shall
be modified or deleted in such a manner as to make this Agreement,
as so modified, legal and enforceable under applicable laws. The
remainder of this Agreement shall continue in full force and
effect.

 


      (i)
Construction: The language
of this Agreement and of each and every paragraph, term and
provision of this Agreement shall, in all cases, for any and all
purposes, and in any and all circumstances whatsoever be construed
as a whole, according to its fair meaning, not strictly for or
against Executive or the Companies, and with no regard whatsoever
to the identity or status of any person or persons who drafted all
or any portion of this Agreement.

 


      (j)
Further Assurances: From
time to time, at the Companies' request and without further
consideration, Executive shall execute and deliver such additional
documents and take all such further action as reasonably requested
by the Companies to be necessary or desirable to make effective, in
the most expeditious manner possible, the terms of this Agreement
and to provide adequate assurance of Executive's due performance
hereunder.

 




 

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      (k)
Governing Law: Executive and
the Companies agree that this Agreement shall be interpreted in
accordance with and governed by the laws of the State of
Delaware.

 


     (l)
Board Approval: Each Company
warrants to Executive that the Board of Directors of such Company
has ratified and approved this Agreement, and that the Parent will
cause the appropriate disclosure filing to be made with the
Securities and Exchange Commission in a timely manner.

 


 




 

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      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year written below.

 


 



EXECUTIVE:


 


Date:


                                                                          ______________________________


                                                                           Raymond
Urbanski


 


GT
BIOPHARMA, INC.


 


Date:


 

                                                                         
_______________________________


                                                                         
Anthony Cataldo, Executive Chairman


 


 


GEORGETOWN
TRANSLATIONAL PHARMACEUTICALS, INC.


 


Date:


 

                                                                         
_______________________________


                                                                         
Anthony Cataldo, Executive Chairman




 

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