BioSpecifics Technologies Corp.: Exhibit 10.23 - Prepared by TNT Filings
Inc.




  



Exhibit 10.23


BIOSPECIFICS TECHNOLOGIES CORP. 


Non-Employee Director Change of Control Agreement 

This Non-Employee Director Change of Control Agreement,
effective as of October 1, 2008 is entered into by and between BioSpecifics
Technologies Corp., a Delaware corporation (the "Company"), with its
principal offices located at 35 Wilbur Street, Lynbrook, NY 11563, and Matthew
Geller (the "Director"). 

The Director is a non-employee member of the Board of
Directors of the Company and the Company and the Director desire to arrange for
certain provisions applicable in the event that the Director’s service on the
Company’s Board of Directors terminates under the circumstances provided herein.


Accordingly, the parties hereto agree as follows: 

1. Change of Control. For purposes of this
Agreement, a "Change of Control" shall mean the occurrence of any one of the
following: 


  1.1. the acquisition by any "person" (as such term is
  defined in Section 3(a)(9) of the Securities Exchange Act of 1934), other than
  the Company or its affiliates, from any party of an amount of the capital
  stock of the Company, so that such person holds or controls 40% or more of the
  Company’s capital stock; or 

  1.2. a merger or similar combination between the Company
  and another entity after which 40% or more of the voting stock of the
  surviving corporation is held by persons other than the Company or its
  affiliates; or 

  1.3. a merger or similar combination (other than with the
  Company) in which the Company is not the surviving corporation; or 

  1.4. the sale of all or substantially all of the Company’s
  assets or business. 



2. Benefits. If the Director’s service on the
Board of Directors of the Company is terminated pursuant to a transaction
resulting in a Change of Control, then the following provisions shall apply: 


  2.1. Option Vesting. 100% of any options to
  purchase shares of common stock of the Company then held by the Director,
  which options are then subject to vesting, shall, notwithstanding any contrary
  provision in the option agreement or stock option plan pursuant to which such
  options had been granted, be accelerated and become fully vested and
  exercisable on the date immediately preceding the effective date of such
  termination. All other terms of the Director’s options shall remain in full
  force and effect. 

  2.2. Restricted Stock. If, on the date
  immediately preceding the effective date of such termination, the Director
  then holds shares of common stock of the Company that are subject to
  restrictions on transfer ("Restricted Stock") issued to the Director in a
  transaction other than pursuant to the exercise of a stock option, then,
  notwithstanding any contrary provision in the relevant stock purchase
  agreement or other instrument pursuant to which the Director acquired such
  shares of Restricted Stock, such restrictions shall expire in their entirety
  on the date immediately preceding the date of termination and all of such
  shares of common stock shall become transferable free of restriction, subject
  to the applicable provisions of federal and state securities laws. All other
  terms of any existing stock purchase or similar document shall remain in full
  force and effect. 





3. Confidentiality Agreement. The Director
confirms that as of the date hereof he or she has executed, or agrees that he or
she will execute, the Company’s standard Confidentiality Agreement pursuant to
which the Director has agreed to refrain from disclosing the Company’s
confidential information as set forth in such Confidentiality Agreement. 

4. Miscellaneous. 


  4.1. Assignment. This Agreement may not be
  assigned, in whole or in part, by either party without the prior written
  consent of the other party, except that the Company shall assign its rights
  and obligations under this Agreement to any corporation, firm or other
  business entity with or into which the Company may merge or consolidate, or to
  which the Company may sell or transfer all or substantially all of its assets,
  or of which 50% or more of the equity investment and of the voting control is
  owned, directly or indirectly, by, or is under common ownership with, the
  Company. In the event of any such assignment by the Company, the Company shall
  not be discharged from its liability hereunder. 

  4.2. Notices. All notices, requests, demands
  and other communications to be given pursuant to this Agreement shall be in
  writing and shall be deemed to have been duly given if delivered by hand or
  mailed by registered or certified mail, return receipt requested, postage
  prepaid, to the addresses set forth at the beginning of this Agreement or such
  other address as a party shall have designated by notice in writing to the
  other party, provided that notice of any change in address must actually have
  been received to be effective hereunder. 

  4.3. Integration. This Agreement is the
  entire agreement of the parties with respect to the subject matter hereof and
  supersedes any prior agreement or understanding relating to the subject matter
  hereof. This Agreement may not be superseded amended, supplemented or
  otherwise modified except by a writing signed by the Director and the Company.
  

  4.4. Binding Effect. Subject to Section 4.1,
  this Agreement shall inure to the benefit of and be binding upon the parties
  hereto and their successors, assigns, heirs and personal representatives. 

  4.5. Counterparts. This Agreement may be
  executed in two counterparts, each of which shall be deemed an original and
  shall together constitute one and the same instrument. 

  4.6. Severability. If any provision hereof
  shall, for any reason, be held to be invalid or unenforceable in any respect,
  such invalidity or unenforceability shall not affect any other provision
  hereof, and this Agreement shall be construed as if such invalid or
  unenforceable provision had not been included herein. If any provision hereof
  shall for any reason be held by a court to be excessively broad as to
  duration, geographical scope, activity or subject matter, it shall be
  construed by limiting and reducing it to make it enforceable to the extent
  compatible with applicable law as then in effect. 

  4.7. Governing Law. This Agreement shall be
  governed by the laws of the State of New York, without regard to its
  conflict-of-law provisions. 

  4.8. Termination. Nothing in this Agreement
  is intended to or shall modify the nature of the Director’s service as a
  member of the Board of Directors of the Company. The Director may resign as a
  director at any time and the Board may take action to remove the Director,
  subject only to the express provisions of this Agreement. 




  4.9. Survival of Obligations; Enforcement.
  The Director’s duties hereunder shall survive the Director’s service as a
  member of the Board of Directors of the Company. The Director acknowledges
  that a remedy at law for any breach or threatened breach by the Director of
  the provisions of this Agreement may be inadequate and the Director therefore
  agrees that the Company shall be entitled to injunctive relief in case of any
  such breach or threatened breach. 



2 



IN WITNESS WHEREOF, the undersigned
have duly executed and delivered this Agreement as of the date first written
above. 



  	DIRECTOR
	
       
	 
	
       
	
      /s/ Matthew Geller
	
       
	
      Name: Matthew Geller
	
       
	 
	
       
	 
	
       
	 
	BIOSPECIFICS
      TECHNOLOGIES CORP.
	
       
	 
	
      By:
	
      /s/ Thomas L. Wegman
	
       
	
      Name: Thomas L. Wegman
	
       
	Title: President




 

 


Signature Page to Matthew Geller Change of Control Agreement