Exhibit 10.12





Exhibit 10.12




Execution Version




EMPLOYMENT AGREEMENT — SCOTTI




THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May _____, 2010, is by and
among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a
Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and
each individually, the “Company”) and Donald J. Scotti (the “Employee”).



RECITALS




WHEREAS, the Purchaser and the Employee are parties to (1) that certain Agreement and Plan of
Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein being used
herein as therein defined) by and among the Purchaser, the Subsidiary, the Target, JRT and Red Cat
(collectively, “Sellers”), and Takats and the Employee (collectively, “Target Shareholders”),
pursuant to which the Target merged with and into the Subsidiary, and the Subsidiary became the
Surviving Corporation (the “Merger”); and (2) that certain Agreement for the Purchase and Sale of
Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), whereby the Surviving
Corporation became a wholly owned subsidiary of the Purchaser (the “Acquisition,” and collectively
with the Merger, the “Transaction”).



WHEREAS, prior to the Transaction, the Employee was the holder of 100% of the shares of issued
and outstanding common stock of Red Cat, and Red Cat was the holder of 50% of the shares of issued
and outstanding common stock of the Target;



WHEREAS, prior to the Transaction, the Employee served as the President and the Secretary of
the Target;



WHEREAS, as of the Closing of the Merger, the Employee shall be one of no more than seven (7)
directors on the Purchaser’s Board of Directors, and one of five (5) directors on the Surviving
Board;



WHEREAS, the Companies wish to employ the Employee, and the Employee wishes to be employed by
the Companies, on the terms and conditions contained in this Agreement effective upon the Closing
of the Merger; and



WHEREAS, the execution of this Agreement is a condition precedent to the Employee’s, the
Sellers’ and the Target’s duty to perform under the Merger Agreement and the Stock Exchange
Agreement;



NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement, the
receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the Employee
and the Companies as follows:


 


 









 





AGREEMENT




1. Employment.



a. Position. Subject to the terms and conditions of this Agreement, during the Term of
Employment (as defined in Section 2 of this Agreement), the Purchaser shall employ the Employee as
the President of the Purchaser and the Subsidiary, and the Employee agrees to serve as the
President of the Purchaser and the Subsidiary.




b. Duties. During the Term of Employment, the Employee shall:



i. devote the Employee’s entire productive time, skills, experience and attention to the
business of each Company, and ensure that the Employee is not at any time engaged in conduct that
would interfere with the performance by the Employee of the Employee’s duties under this Agreement
or which would constitute a conflict with the interests of each Company; and



ii. well and faithfully serve each Company and carry out those responsibilities as are
necessary to perform the functions associated with the Employee’ s position; and



iii. use the Employee’s best efforts while performing the Employee’s responsibilities to
promote the success of the business of each Company and act at all times in the best interests of
each Company;



iv. at all times comply with the policies and standards established by each Company’s Board of
Directors; and



v. not engage in any other business duties or pursuits, or directly or indirectly render any
services of a business, commercial, or professional nature to any other person or organization,
whether for compensation or otherwise, that would interfere with the services of the Employee
pursuant to this Agreement, without the prior written consent of the Company’s Boards of Directors;
provided, however, the expenditure of reasonable amounts of times for educational, charitable, or
professional activities shall not be deemed a breach of this Agreement, if those activities do not
materially interfere with the services required pursuant to this Agreement and shall not require
the prior written consent of the Company’s Boards of Directors; provided, further, however, that
these provisions shall not prohibit the Employee from making passive personal investments or
conducting private business affairs, if those affairs do not materially interfere with the services
of the Employee required pursuant to this Agreement.



2. Term.



a. This Agreement and the Employee’ s employment hereunder shall become effective at the
Closing Date of the Merger and shall continue until the earliest of: (i) an election by the
Employee or the Purchaser to terminate this Agreement after the three (3) year anniversary of the
Effective Time of the Merger, (ii) the mutual agreement to terminate this



 


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Agreement by the Purchaser and the Employee; or (iii) any termination of this Agreement
pursuant to Section 4 of this Agreement (the “Term of Employment”).



b. The Companies and the Employee understand and agree that, if Employee’s employment shall
not have been terminated after the three (3) year anniversary of the Effective Time of the Merger,
the Employee shall continue to be employed as an “at-will” employee of each Company pursuant to the
terms and subject to the conditions of this Agreement.



3. Remuneration.



a. Base Compensation. During the Term of Employment and any extension thereof pursuant to
Section 2.b. of this Agreement, the Purchaser shall pay to the Employee as compensation for the
performance of the Employee’s duties herein for both Companies a salary at the rate of $200,000 per
annum (the “Base Salary”), payable in accordance with the Purchaser’s regular payroll procedures,
but, in any event, in no fewer than twelve (12) equal monthly installments. The Employee and the
Purchaser agree that such salary shall be reviewed annually and may be otherwise increased from
time to time by the Purchaser, and such revised annual salary shall be referred to hereinafter as
the “Base Salary.”



b. Bonus Compensation. In addition to the Base Salary, the Employee shall be entitled to an
annual bonus payment equal to four percent (4 %) of the net profits of the Companies on a
consolidated basis for each fiscal year of the Purchaser in excess of $5,000,000 (the “Bonus
Compensation”), payable at the end of such fiscal year.



c. Benefits. During the Term of Employment, the Employee shall be entitled to participate in
all of the benefit plans available for employees of the Companies in effect from time to time, in
accordance with the terms of the formal plan documents, including medical, dental, group life and
disability plans, as of and with effect from the Closing Date. The Employee’ s years of service
with Target prior to the Closing Date shall be counted as years of service with each Company for
purposes of eligibility and vesting (other than vesting with respect to any equity-based
compensation). Without limiting the generality of the foregoing, the Purchaser shall include the
Employee in a health insurance plan that is comparable to the Aetna insurance plan maintained by
the Target prior to the Merger.



d. Stock Option Plans. During the Term of Employment, the Employee shall be entitled to
participate in all of the stock option plans available for employees of the Companies in effect
from time to time, in accordance with the terms of the formal plan documents as of and with effect
from the Closing Date.



e. Vacation. The Employee shall be entitled to six (6) weeks of paid vacation per year. To
the extent accrued vacation time is unused in any given year, it may be carried over in accordance
with the policies of the Purchaser then in effect. At the end of the Term of Employment and any
extension thereof pursuant to Section 2(b) of this Agreement, the Purchaser shall compensate the
Employee for any unused vacation time.



f. Expenses. Each Company shall reimburse the Employee for all out-of-pocket expenses and
other disbursements actually and properly incurred by the Employee in connection with the Employee’
s duties hereunder or otherwise properly incurred by the Employee for and



 


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on behalf of each respective Company, upon presentation of reasonably acceptable evidence of
the Employee having incurred such expenses and disbursements.



g. Automobile. During the first six months of the Term of Employment, the Purchaser shall
provide the Employee with an automobile allowance of $750.00 per month, and following the first six
months of the Term of Employment, an automobile allowance of $1,500.00 per month, which allowance
shall include the cost of insurance, maintenance and repair of Employee’s personal automobile.



4. Termination.



a. Termination by Purchaser for Cause. The Purchaser may, during the Term of Employment,
terminate this Agreement and discharge the Employee for Cause (as defined herein), whereupon the
respective rights and obligations of the parties hereunder shall terminate; provided, however, that
the Company shall immediately pay the Employee any amount due and owing pursuant to Section 3
prorated to the date of termination. As used herein, the term “Cause” shall refer to the
termination of the Employee’s employment as a result of any one of the following: (i) any
conviction of, or pleading of nolo contendere or guilty by, the Employee for any misdemeanor
involving moral turpitude which if committed at the work place or in connection with employment
would have constituted a material violation of either Company’s policy or a felony; (ii) any
willful misconduct of the Employee which has a materially injurious effect on the business or
reputation of either Company; or (iii) the gross dishonesty of the Employee which has a materially
injurious effect on the business or reputation of either Company. For purposes of this Section
4.a, no act or failure to act, on the part of the Employee, shall be considered “willful” if it is
done, or omitted to be done, by the Employee in good faith or with reasonable belief that his
action or omission was in the best interest of either Company. The Employee shall have the
opportunity to cure any such acts or omissions (other than item (i) above) within thirty (30) days
of the Employee’s receipt of a notice from the Company finding that, in the good faith opinion of
the Company, the Employee is guilty of acts or omissions constituting “Cause.”



b. Termination Without Cause. Anything in this Agreement to the contrary notwithstanding, the
Purchaser shall not have the right, at any time during the Term of Employment and any extension
thereof pursuant to Section 2(b) of this Agreement, in its sole discretion, to terminate this
Agreement and discharge the Employee “without Cause”.



c. Termination for Death or Disability. The Employee’s employment shall terminate
automatically upon the Employee’s death during the Term of Employment. If the Purchaser determines
in good faith that the Disability (as defined below) of the Employee has occurred during the Term
of Employment, it shall give written notice to the Employee of its intention to terminate his
employment. In such event, the Employee’s employment with the Purchaser shall terminate effective
on the 30th day after receipt of such notice by the Employee, unless within the thirty (30) days
after such receipt, the Employee shall have returned to full-time performance of his duties. The
term “Disability” shall mean the absence of the Employee from the
Employee’s duties with the Companies on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be total and



 


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permanent by a physician selected by the Company or its insurers and acceptable to the
Employee or the Employee’s legal representative.



d. Termination by Employee without Good Reason. Anything in this Agreement to the contrary
notwithstanding, the Employee shall have the right, at any time during the Term of Employment in
his sole discretion, to terminate this Agreement and his employment without Good Reason (i.e.,
prior breach by the Purchaser or Purchaser’s failure to provide adequate financial or personnel
support to the activities of Employee) upon not less than ninety (90) days prior written notice to
the Purchaser. In the event the Employee voluntarily terminates his employment hereunder other
than for Good Reason, the respective rights and obligations of the parties hereunder shall
terminate; provided, however, that the Purchaser shall immediately pay the Employee any amount due
and owing pursuant to Section 3 of this Agreement, prorated to the date of termination.



5. Non-Competition. During the Term of Employment, the Employee shall not, without
Purchaser prior written consent, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, member, manager, stockholder, corporate officer, director,
or in any other individual or representative capacity, engage or participate in any business that
is in any competition in any manner whatsoever with the business of the Purchaser or the Surviving
Corporation. During the Term of Employment and for a period of one year after termination of the
Term of Employment, the Employee shall not, directly or indirectly, solicit, hire, recruit, or
encourage any employee of the Companies to leave the service of the Companies; provided, however,
that if the Purchaser or the Surviving Corporation breaches any term, condition or covenant in
favor of Scotti, Takats, Red Cat, or JRT, the provisions of this Section 5 shall be null and void.



6. Parachute Tax Indemnity.




a. Gross-Up Payment.



i. If it shall be determined that any amount paid, distributed or treated as paid or
distributed by the Purchaser to or for the benefit of the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement, any stock option agreement
between the Employee and the Purchaser or otherwise, but determined without regard to any
additional payments required under this Section 6) (a “Payment”) would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any
interest or penalties are incurred by the Employee with respect to such excise tax (such excise
tax, together with any such interest and penalties, being hereinafter collectively referred to as
the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Employee of all federal, state and
local taxes (including any interest or penalties imposed with respect to such taxes), including
without limitation, any income taxes (including any interest or penalties imposed with respect
thereto) and Excise Tax imposed on the Gross up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.



ii. The determinations of whether and when a Gross-Up Payment is required under this Section 6
shall be made by independent tax counsel (the “Tax Counsel”) based on its



 


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good faith interpretation of applicable law. The amount of such Gross-Up Payment and the
valuation assumptions to be utilized in arriving at such determination shall be made by an
independent nationally recognized accounting firm (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Purchaser and the Employee within 15 business days of
the receipt of notice from the Employee that there has been a Payment, or such earlier time as is
requested by the Purchaser. The Tax Counsel and Accounting Firm shall be appointed by the
Purchaser after consultation in good faith with the Employee and subject to the approval of the
Employee (which approval shall not be unreasonably withheld). All fees and expenses of any Tax
Counsels and Accounting Firms referred to above shall be borne by the Purchaser. Any Gross-Up
Payment, as determined pursuant to this Section 6, shall be paid by the Purchaser to the Employee
within ten (10) days of the receipt of the Accounting Firm’s determination. Any determinations by
the Tax Counsel and Accounting Firm shall be binding upon the Purchaser and the Employee, provided,
however, if it is later determined that there has been an underpayment of Excise Tax and that the
Employee is required to make an additional Excise Tax payment(s) on any Payment or Gross-Up
Payment, the Purchaser shall provide a similar full gross up on such additional liability.



iii. For purposes of any determinations made by any Tax Counsel and Accounting Firm acting
under Section 6.a.ii.:




(A) All Payments and Gross Up Payments with respect to the Employee shall be deemed to
be “parachute payments” under Section 280G(b) (2) of the Code and to be “excess parachute
payments” under Section 280G(b) (1) of the Code that are fully subject to the Excise Tax
under Section 4999 of the Code, except to the extent (if any) that such Tax Counsel
determines in writing in good faith that a Payment in whole or in part does not constitute a
“parachute payment” or otherwise is not subject to Excise Tax;




(B) The value of any non-cash benefits or deferred or delayed payments or benefits
shall be determined in a manner consistent with the principles of Section 280G of the Code;
and




(C) The Employee shall be deemed to pay federal, state and local income taxes at the
actual maximum marginal rate applicable to individuals in the calendar year in which the
Gross-Up Payment is made, net of any applicable reduction in federal income taxes for any
state and local taxes paid on the amounts in question.



b. Claims and Proceedings. The Employee shall notify the Purchaser in writing of any Excise
Tax claim by the Internal Revenue Service (or any other state or local taxing authority) that, if
successful, would require the payment by the Purchaser of a Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than twenty (20) business days after the
Employee is informed in writing of such claim and shall apprise the Purchaser of the nature of such
claim and the date on which such claim is to be paid. The Employee shall not pay such claim prior
to the expiration of the 30 day period following the date on which it gives such notice to the
Purchaser (or such shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Purchaser notifies the Employee in writing prior to the expiration of such
period that it desires to contest such Excise Tax claim, the



 


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Employee shall: (i) give the Purchaser any information reasonably requested by the Purchaser
relating to such claim; (ii) take such action in connection with contesting such claim as the
Purchaser shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the
Purchaser after consultation in good faith with the Employee and subject to approval by the
Employee (which approval shall not be unreasonably withheld) under the circumstances set forth in
Section 6.a; (iii) cooperate with the Purchaser in good faith in order to effectively contest such
claim; and (iv) permit the Purchaser to participate in any proceeding relating to such claim;
provided, however, that the Purchaser shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such representation and payment
of costs and expense. Without limitation of the foregoing provisions of this Section 6, the
Purchaser shall control the Excise Tax portion of any proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such Excise Tax claim
and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund
or contest the Excise Tax claim in any permissible manner, and the Employee agrees to prosecute
such contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Purchaser shall determine. If the
Purchaser directs the Employee to pay such Excise Tax claim and sue for a refund, the Purchaser
shall advance the amount of such payment to the Employee, on an interest-free basis, and shall
indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax
(including interest and penalties) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and provided, however, that any Purchaser-directed
extension of the statute of limitations relating to payment of taxes for the Employee’s taxable
year with respect to which such contested Excise Tax amount is claimed to be due shall be effective
only if it can be and is limited to the contested Excise Tax liability.



c. Refunds. If, after the Employee’s receipt of an amount advanced by the Purchaser pursuant
to this Section 6 for payment of Excise Taxes, the Employee files an Excise Tax refund claim and
receives any refund with respect to such claim, the Employee shall (subject to the Purchaser’s
complying with the requirements of this Section 6) except as provided below, promptly pay to the
Purchaser the amount of any such refund of Excise Tax (together with any interest paid or credited
thereon, but after any and all taxes applicable thereto), plus the amount (after any and all taxes
applicable-thereto) of the refund (if any is applied for and received) of any income tax paid by
the Employee with respect to and as a result of his prior receipt of any previously paid Gross-Up
Payment indemnifying the Employee with respect to any such Excise Tax later so refunded. In the
event Employee files for a refund of the Excise Tax and such request would, if successful, require
the Employee to refund any amount to the Purchaser pursuant to this provision, then the Employee
shall be required to seek a refund of the Income Tax portion of any corresponding Gross-Up Payment
so long as such refund request would not have a material adverse effect on the Employee (which
determination shall be made by independent tax counsel selected by the Employee after good faith
consultation with the Purchaser and subject to approval of the Purchaser, which approval shall not
be unreasonably withheld). If, after the Employee’s receipt of an amount advanced by the Purchaser
pursuant to



 


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this Section 6, a determination is made that the Employee shall not be entitled to any refund
with respect to such claim and the Purchaser does not notify the Employee in writing of its intent
to contest such denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment
required to be paid.



7. Uniqueness of Employees Services. The services to be provided by the Employee pursuant
to the provisions of the Agreement are of a special, unique, unusual, extraordinary, and
intellectual character that gives those services a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to
any other rights or remedies that the Companies may possess, to the extent permitted by applicable
law, the Companies shall be entitled to injunctive and other equitable relief to prevent or remedy
a breach of this Agreement by the Employee.



8. Indemnification. The Companies shall indemnify and hold the Employee harmless from any
and all liability or loss, damage, or injury to persons or property resulting from the negligence
or misconduct of the Companies, or either of them.



9. Trade Secrets.



a. The parties acknowledge and agree that during the Term of Employment and in the course of
the discharge of his duties hereunder, the Employee shall have access to and become acquainted with
financial, personnel, sales, scientific, technical and other information regarding formulas,
patterns, compilations, programs, devices, methods, techniques, operations, plans and processes
that are owned by the Companies, actually or potentially used in the operation of the Companies’
businesses, or obtained from third parties under an agreement of confidentiality, and that such
information constitutes the “Companies’ trade secrets.” The term “Companies’ trade secrets” shall
not include (i) the knowledge and information acquired by the Employee before the Term of
Employment, (ii) any information that has become generally available to the public other than as a
result of disclosure by the Employee, nor (iii) any information made available to the Employee on a
non-confidential basis from any person other than the Companies, unless such source was bound by a
confidentiality agreement with the Companies.



b. During the Term of Employment and for two years thereafter, the Employee shall not misuse,
misappropriate, or intentionally disclose in writing, orally or by electronic means, any Companies’
trade secrets to any other person, except as may be required in the course of his employment or
otherwise required by law, court order, subpoena, stock exchange or association, governmental
agency, or regulatory body.



c. The Employee shall not engage in sale or unauthorized use or disclosure in writing, orally
or by electronic means, of any of Companies’ trade secrets obtained by the Employee during the
course of his employment under this Agreement, including information concerning the Companies’
actual or potential work, services, or products, the facts that any such work, services, or
products are planned, under consideration, or in production, as well as any descriptions thereof,.


 


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d. All files, records, documents, drawings, specifications, equipment, software, and similar
items whether maintained in hard copy or on line relating to the Companies’ businesses prepared by
the Employee during the Term of Employment and within the scope of his employment are and shall
remain exclusively the property of the Companies.



10. General Provisions.



a. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all other prior agreements and
understandings both written and oral between the parties with respect to the subject matter hereof.



b. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given on (i) the date of delivery, if delivered personally or by commercial delivery
service, or (ii) on the date of confirmation of receipt (or the next Business Day, if the date of
confirmation of receipt is not a Business Day), if sent via facsimile (with confirmation of
receipt), to the parties hereto at the following address (or at such other address for a party as
shall be specified by like notice):



	 	 	 
	If to the Purchaser:

	 	ImaRx Therapeutics, Inc.

c/o Stoel Rives LLP

201 S. Main Street

Suite 1100

Salt Lake City, Utah 84111-4904

Facsimile Machine: 801.578.6999

kjontiveros@stoel.com
	 
	 	 
	If to the Surviving Corporation:

	 	Sycamore Films, Inc.

c/o Stepp Law Corporation

15707 Rockfield Boulevard

Suite 101

Irvine, California 92618

Facsimile Machine: 949.660.9010

tes@stepplawgroup.com
	 
	 	 
	With a copy to:

	 	edwardsylvan@gmail.com

terry.sylvan@gmail.com
	 
	 	 
	If to the Employee:

	 	Mitchell Silbergerg & Knopp LLP

11377 West Olympic Boulevard

Los Angeles, California 90064

dkb@msk.com

aek@msk.com
	 
	 	 
	With a copy to:

	 	don@sweetspotent.com






 


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c. Governing Law. This Agreement shall be construed, interpreted and the rights of the
parties determined in accordance with the Laws of the State of California, as applied to agreements
among California residents entered into and wholly to be performed within the State of California
(without reference to any choice of law rules that would require the application of the Laws of any
other jurisdiction).



d. Descriptive Headings. The descriptive headings herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or interpretation of
this Agreement.



e. Successors. This Agreement shall be binding upon and inure solely to the benefit of each
party hereto and his, her or its successors and permitted assigns and nothing in this Agreement
express or implied is intended to or shall confer upon any other Person any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement.



f. Counterparts. This Agreement may be executed by facsimile in one or more counterparts,
each of which shall be deemed to be an original but all of which shall constitute one and the same
agreement.



g. No waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or
condition of this Agreement, shall be deemed or construed as a further or continuing waiver of any
such term, provision, or condition nor as a waiver of a similar or dissimilar condition or
provision at the same time or at any prior or subsequent time.



h. Amendment. This Agreement may be amended, supplemented or modified only by an instrument
in writing signed on behalf of the parties hereto.



i. Severability. In the event that any provision of this Agreement, or the application
thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of this Agreement shall continue in full force and effect and the
application of such provision to other persons or circumstances shall be interpreted so as
reasonably to effect the intent of the parties hereto. The parties hereto further agree to use
their commercially reasonable efforts to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.



[signature page to follow]




 


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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf

as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	“EMPLOYEE”	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Donald Scotti
	 	 
	 
	 	 	 	 	 	 
	 	 	“PURCHASER”	 	 
	 
	 	 	 	 	 	 
	 	 	IMARX THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	“SURVIVING CORPORATION”



SYCAMORE FILMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 


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