Exhibit 10.5  CONSULTING AGREEMENT  This Agreement is
made and entered into as of the 11th day of March, 2009 by and between Gabriele
M. Cerrone (Consultant) and Synergy Pharmaceuticals, Inc., a Florida
corporation (the Company).  WHEREAS, the
Consultant guided the Companys simultaneous acquisition of Synergy
Pharmaceuticals, Inc. a Delaware corporation (Synergy) from Callisto
Pharmaceuticals, Inc., a Delaware corporation (Callisto), its
recapitalization and financing in July 2008,  WHEREAS, the Consultant
has and will continue to serve as a consultant and Chairman of the Board of
Callisto, which now owns more than a majority of the Companys common stock;
and  WHEREAS, the
Company desires to engage Consultant to provide certain consulting services,
and Consultant is willing to be engaged by the Company to provide such
services, on the terms and conditions set forth below; and  WHEREAS, the
Company and Callisto desire to allocate the cost of the Consultants services
between them consistent with the cost of such services and relative benefits
derived therefrom.  NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:  1.Purpose: The Company hereby engages Consultant
for the term specified in Paragraph 2 hereof to render consulting advice to the
Company relating to business development, corporate finance and capital markets
matters upon the terms and conditions set forth herein.  2.Effective Date and Term:  2.1Effective Date.  This Agreement shall become effective as of August
1, 2008 (the Effective Date)  2.2Term.  Unless earlier terminated pursuant to Section
10 hereof, the term of this Agreement shall commence on the Effective Date and
shall continue from the Effective Date to December 31, 2011 (the Initial Term).  This Agreement shall thereafter be
automatically renewed for successive one year periods unless either party shall
notify the other in writing of its intention not to renew this Agreement (a Non-renewal
Notice), which notice shall be given at least 90 days prior to the end of the
then current term  (the Expiration Date).  The period from the Effective Date to the


Expiration Date, including
the Renewal Term, if any, is referred to herein as the Term.  3.Duties
of Consultant:During the term
of this Agreement, the Consultant shall devote such portion of his business
time and attention to affairs of the Company reasonably necessary to provide the
Company with such regular and customary business development, strategic
planning, capital markets and corporate finance consulting advice as is
reasonably requested by the Companys management and Board of Directors,
provided that Consultant shall not be required to undertake duties not
reasonably within the scope of this Agreement.  
So long as the Consultant serves as a member of the Companys Board of
Directors,  Consultant shall serve as
Chairman of the Board; provided, at the request of  all of the members of the Board of Directors
(not counting the Consultant), the Consultant will relinquish his title as
Chairman to the Companys duly appointed chief executive officer, and accept
the title of Vice Chairman.  3.1.Permissible Services.  The
Consultants services will include advising the Companys Board of Directors
and senior management on the following matters:  (i)in-licensing and out-licensing
technologies and compounds; (ii)capitalization and corporate organization
of the Company; (iii)structure and pricing of offerings of the Companys
securities in public and private transactions; (iv)alternative uses of corporate assets; (v)structure and use of debt; (vi)application and maintenance of listing of
the Companys stock in securities exchanges and other appropriate markets; (vii)strategic planning (viii)management recruitment and compensation; and (ix)presentations to institutional and
professional individual investors in the U.S. and Europe.  3.2Prohibited Services. 
The services to be rendered by the Consultant to the Corporation shall
not (unless the Consultant is appropriately licensed, registered or  there is an exemption available from such
licensing or registration) include, directly or indirectly: any activities
which require the Consultant to register as a broker-dealer under the
Securities Exchange Act of 1934.


4.Compensation::  4.1.Base Compensation.  (a)In consideration for the services
rendered by Consultant to the Company pursuant to this Agreement, the Company
agrees to pay Consultant the annual sum of $295,000 at the rate of $24,583.33
per month commencing on the Effective Date (Base Compensation). The
Consultants Base Compensation may be increased, but not decreased by the
Compensation Panel.  Once increased, such
increased amount shall constitute the Consultants Base Compensation and shall
not be decreased. The Company will include the shares of equity securities of
the Company which may be issued upon the exercise of the options held by
Consultant in any registration statement under the Securities Act of 1933 which
includes securities issuable to any other executive officer of the Company.  (b)It is expressly acknowledged that
Consultants Base Compensation shall be allocated between the Company and
Callisto, so that the aggregate Base Compensation payable to the Consultant
during the Employment Term from the Company and Callisto will not exceed
$295,000 (or such higher amount as is determined by the committee of  Callistos and/or the Companys Board of
Directors empowered to fix or review compensation of the other executive
officers of the Company (the Compensation Panel).  The current estimate of such allocation is
that 75% of the Consultants Base Compensation shall be payable by the Company
and 25% of such Base Compensation shall be paid by Callisto, however such
allocation may change, no more frequently than once each fiscal quarter as
determined in good faith by the Companys Chief Financial Officer.  At any time if Callisto is not obligated to
or does not pay its allocated share of Consultants Base Compensation, the
Company shall pay Consultants Base Compensation in full, irrespective of
any  accounting allocation.   The overall cap of $295,000 shall not be
diminished by any bonus or accelerated payment benefit given to Consultant by
Callisto.  (c)In the event Callisto is obligated to pay
any item of compensation or reimburse expenses to Consultant under this
Agreement, Callisto fails to do so and the Company makes payment to the
Consultant pursuant to Section 4.1(b) of this Agreement, the Company shall be
subrogated to all claims of the Consultant against Callisto arising from
Callistos failure to make payment to the extent of such payments made to the
Consultant.


4.2.Incentive Compensation.  (a)Annual Bonus.   Consultant
shall be eligible to earn a cash bonus of up to 50% of his Base Compensation
per full calendar year  during the Term
(and a pro rated bonus for the period from August 1, 2008 to December 31, 2008)
based on meeting performance objectives and bonus criteria to be mutually
identified by Consultant and the Compensation Panel.  Bonuses, if any, shall be subject to all
applicable tax and payroll withholdings.  (b)Realization Bonus.  (i)In the event during the Term of this
Agreement the Company enters into either a out-license agreement for any
technology relating to the treatment of gastrointestinal disorders that grants
exclusive marketing rights to a third party, engages in a merger transaction or
a sale of substantially all of the assets of the Company that relate to the
treatment of gastrointestinal disorders or enters into a joint venture in which
the Company contributes such rights to the joint venture, in each case where
the Enterprise Value (defined below) equals or exceeds the minimum value of
$150 million, $200 million and $250 million in the first, second, third years
of the Term or any years beyond the third year of the Term, respectively,
(each, a  Realization Transaction) and, in the case of a financing
transaction, the Company receives not less than $20 million of gross proceeds;
or the license fees the Company contracts to 
receive (disregarding any contingencies to such payment) equal or
exceeds $50 million, the Consultant shall accrue a bonus in an amount
determined by multiplying the Enterprise Value (defined below) in the case of a
merger, sale, or financing or the sum of the license fees actually received, in
the case of an out-license, as the case may be, by 0.5% (one half percent).  (ii)The accrued bonuses shall be payable to
Consultant: (a) in cash in full 5 business days after the closing of any
Realization Transaction involving a sale or merger or financing,
notwithstanding that the consideration for such merger or sale consists in
whole or in part of securities of the acquiring company; or (b) in cash 5 full
business days after the Companys receipt of license fees at the rate of 0.5%
of license fees actually received.  The
expiration or termination of this Agreement shall not terminate or diminish the
Consultants right to receive bonus payments with respect to out licenses fees
collected after the termination or expiration of this Agreement  (iii) .    The Enterprise
Value in the case of a Change in Control in which consideration is payable to
the Company in respect of its assets or business, shall mean the total cash and
non-cash (including, without limitation, the assumption of debt) consideration
received by the Company or in the case of a Change in Control in which


consideration is payable to the Companys
stockholders, the total cash and non-cash (including, without limitation, the
assumption of debt) consideration payable to the Companys stockholders. Enterprise
Value shall also include, if applicable, any cash or non-cash consideration
payable to the Company or to the Companys stockholders on a contingent,
earnout or deferred basis. To the extent that any consideration in a
transaction is not received in cash upon the consummation of the Change in
Control, the value of such non-cash consideration for purposes of calculating
the Enterprise Value will be determined by the Board of Directors of the
Company prior to the Change in Control in good faith. In the event that less
than 100% of the stock or assets of the Company is purchased in the Change in Control
transaction, the Enterprise Value shall be extrapolated from the percentage of
the Companys capital stock or assets impacted in such Change in Control
transaction to determine if the $400 million threshold was exceeded, but the
Transaction Fee shall be calculated based on the actual consideration received
by the Company or shareholders, as the case may be. Section 4.2(b)(i), however,
shall not apply to any event resulting in a Change in Control in which neither
the Company nor its stockholders receives consideration either upon, or in
connection with, the occurrence or consummation of the event resulting in a
Change in Control.  (iv)The Enterprise Value in a financing
transaction shall be determined on the basis of the pre-money valuation of the
Company for financing purposes, provided the Realization Bonus shall accrue in
full but only be payable to the extent of 
3% of the gross proceeds received by the Company in the financing.  (c)Options.  The Compensation Panel will consider
grants of options to the Consultant no less frequently than annually commencing
February 1, 2010.  5.Expenses and Services:  5.1Consultant is authorized to incur
reasonable expenses in carrying out his duties and responsibilities under this
Agreement, including, without limitation, expenses for travel (at the fare
class no less favorable than that of other executive officers of the Company),
cellular telephone (including access charges and business calls), electronic
market data services consisting of afull office-based and
portable Bloomberg information services, the cost associated with accessing office facilities and
administrative assistance outside of the Companys principal executive offices
at such times that the Consultant is attending to matters within the scope of this
Agreement and  business
entertainment.  Additionally, the
Consultant is authorized to incur reasonable expenses for the


attendance of conferences in fields relate to
technology of interest to the Company, finance of biotechnology ventures, and
similar events related to Consultants duties and responsibilities as
Consultant deems necessary.  Company will
reimburse Consultant for all such expenses upon presentation by Consultant of
appropriately itemized accounts of such expenditures or the Company will pay
such expenses directly.  5.2During the Term, the Company will at its
sole expense provide the Consultant with computing hardware and software tools,
office facilities and  qualified, access
to Company information and financial records and an experienced administrative
assistantand such legal and accounting support services as is deemed appropriate
by the Consultant.  Such services and facilities will not be
diminished without the Consultants prior consent.  5.3In the event this Agreement is terminated
other than for Cause or voluntarily by the Consultant, the Company, in addition
to any other termination benefit, will make a lump sum payment to Consultant
equal to the amount of reimbursable expenses accrued for the services and
accommodations set forth in Sections 5.1 and 5.2 during the 12 full calendar
months preceding the date of termination. 
In the event 12 full calendar months of the Term shall not have elapsed
as of the date of termination, the lump sum payment shall equal the average
monthly expenses accrued for the full calendar months of the Term completed as
of the date of termination times 12. 
Such lump sum payments shall be made no later than 30 days after
termination. In the event of a disagreement between the Company as to the amount
of such lump sum payment, the Company shall pay the amount as to which there is
no dispute, pending the settlement of any amounts as to which there is a
dispute.  6.Liability of Consultant:The Company acknowledges that all opinions and advice (written or oral)
given by Consultant to the Company in connection with Consultants engagement
are intended solely for the benefit and use of the Company in considering the
transaction to which they relate, and the Company agrees that no person or
entity other than the Company shall be entitled to make use of or rely upon the
advice of Consultant to be given hereunder, and no such opinion or advice shall
be used for any other purpose or reproduced, disseminated, quoted or referred
to at any time, in any manner or for any purpose, nor may the Company make any
public references to Consultant, or use Consultants name in any annual reports
or any other reports or releases of the Company without Consultants prior
written consent.  Consultants maximum
liability shall not exceed the cash compensation received from the Company.


7.Consultants Services to
Others:The Company acknowledges that Consultant and
its affiliates are in the business of investing and providing financial
services and consulting advice to others. 
Nothing herein contained shall be construed to limit or restrict
Consultant in conducting such business with respect to others, or in rendering
such advice to others.  8.Company Information:  a.The Company recognizes and confirms that,
in advising the Company and in fulfilling his engagement hereunder, Consultant
will use and rely on data, material and other information furnished to
Consultant by the Company.  The Company
acknowledges and agrees that in performing his services under this engagement, Consultant
may rely upon the data, material and other information supplied by the Company
without independently verifying the accuracy, completeness or veracity of
same.  The Company agrees to notify
Consultant in writing via overnight courier, facsimile or e-mail of any
material event and/or change with in twenty-four hours of its occurrence.  b.Consultant recognizes and acknowledges
that by reason of Consultants retention by and service to the Company before,
during and, if applicable, after the 
Term, Consultant will have access to certain confidential and
proprietary information relating to the Companys business, which may include,
but is not limited to, trade secrets, trade know-how, product development
techniques and plans, formulas, customer lists and addresses,  financing services, funding programs, cost
and pricing information, marketing and sales techniques, strategy and programs,
computer programs and software and financial informationrelating to the
field of in which the Company is actually engaged in research, development,
collaboration or sales at the time of such disclosure(collectively referred to as Confidential
Information).  Consultant acknowledges
that such Confidential Information is a valuable and unique asset of the
Company and Consultant covenants that it will not, unless expressly authorized
in writing by the Company, at any time during the Consulting Term use any
Confidential Information or divulge or disclose any Confidential Information to
any person, firm or corporation except in connection with the performance of
Consultants duties for the Company and in a manner consistent with the Companys
policies regarding Confidential Information. 
Consultant also covenants that at any time after the termination of this
Agreement, directly or indirectly, it will not use any Confidential Information
or divulge or disclose any Confidential Information to any person, firm or
corporation, unless such information is in the public domain through no fault
of Consultant or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Consultant to divulge, disclose or
make accessible such information.  All
written Confidential Information (including, without limitation, in any
computer or other electronic format) which comes into Consultants possession
during the Consulting Term shall remain the


property
of the Company.  Except as required in
the performance of Consultants duties for the Company, or unless expressly
authorized in writing by the Company, Consultant shall not remove any written
Confidential Information from the Companys premises, except in connection with
the performance of Consultants duties for the Company and in a manner
consistent with the Companys policies regarding Confidential Information.  Upon termination of this Agreement, the
Consultant agrees to return immediately to the Company all written Confidential
Information (including, without limitation, in any computer or other electronic
format) in Consultants possession.  .  9.Consultant an Independent
Contractor:Consultant shall perform its services
hereunder as an independent contractor and not as an employee of the Company or
an affiliate thereof.  It is expressly
understood and agreed to by the parties hereto that Consultant shall have no
authority to act for, represent or bind the Company or any affiliate thereof in
any manner, except as may be agreed to expressly by the Company in writing from
time to time.  10.Termination:  10.1Termination
Without Cause or for Good Reason.  (a)If this Agreement is terminated by the
Company other than for Cause (as defined in Section 10.4 hereof) or as a result
of Consultants death or Permanent Disability (as defined in Section 10.2
hereof), or if Consultant terminates his employment for Good Reason (as defined
in Section 10.1 (b) hereof) prior to the Expiration Date, Consultant shall receive
or commence receiving as soon as practicable in accordance with the terms of
this Agreement:  (i)a severance payment (the Severance
Payment), which amount shall be paid in a cash lump sum within ten (10) days
of the date of termination, in an amount equal to the higher of the aggregate
amount of the Consultants Base Compensation for the then remaining term of
this Agreement or twelve times the average monthly Base Compensation paid or
accrued during the three  full months
immediately preceding such termination;  (ii)expense compensation, which shall be paid
in a lump sum payment within ten (10) days of the date of termination, in an
amount equal to twelve times the sum of average monthly cost during the
three  full months immediately preceding
such termination of providing the services to Consultant set forth in Section 5.1
and Consultants reimbursed expenses set forth in Section 5.2;


(ii)immediate vesting of all unvested stock
options and the extension of the exercise period of such options to the later
of the longest period permitted by the Companys stock option plans or ten
years following the Termination Date;  (iii)payment in respect of compensation earned
but not yet paid (the Compensation Payment) which amount shall be paid in a
cash lump sum within ten (10) days of the date of termination; and  (iv)payment of the cost of comprehensive
medical insurance for consultant for a period of  twelve months following the termination.  (b)For purposes of this Agreement, Good
Reason shall mean any of the following (without Consultants express prior
written consent):  (i)Any material breach by Company of any
provision of this Agreement, including any material reduction by Company of
Consultants duties or responsibilities (except in connection with the
termination of Consultants employment for Cause, as a result of Permanent
Disability, as a result of Consultants death or by Consultant other than for
Good Reason);  (ii)A reduction by the Company in Consultants
Base Compensation or any  failure of the
Company to reimburse Consultant for material expenses described in Section 5.1
or provide the services described in Section 5.2 of this Agreement;  (iii)The failure by the Company to obtain the
specific assumption of this Agreement by any successor or assign of Company as
provided for in Section 11 hereof;  (iv)Moving the principal offices of Company
to a location outside of the Metropolitan New York Area; or  (v)Upon a Change of Control of Company (as
such term is hereinafter defined).  (c)The following provisions shall apply in
the event compensation provided in Section 10.1 (a) becomes payable to the
Consultant:  (i)In the event the severance compensation
provided for in subsection 10.1(a)  above 
cannot be finally determined on or before the tenth day following such
termination, the


Company shall pay to the Consultant on such day an estimate, as
determined in good faith by the Company of the minimum amount of such
compensation and shall pay the remainder of such compensation (together with
interest at the Federal short-term rate provided in Section 1274(d)(7)(C)(1) of
the Code) as soon as the amount thereof can be determined but in no event later
than the thirtieth day after the Date of Termination. In the event the amount
of the estimated payment exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company to the Consultant
payable on the fifth day after demand by the Company (together with interest at
the Federal short-term rate provided in Section 1274(d)(7)(C)(1) of the Code).  (ii)If the payment of the Total Payments (as
defined below) will be subject to the tax (the Excise Tax) imposed by Section
4999 of the Code, the Company shall pay the Consultant on or before the tenth
day following the Date of Termination, an additional amount (the Gross-Up
Payment) such that the net amount retained by the Consultant, after deduction
of any Excise Tax on Total Payments and any federal and state and local income
tax and Excise Tax upon the payment provided for by this paragraph, shall be
equal to the Total Payments. For purposes of determining whether any of the
payments will be subject to the Excise Tax and the amount of such Excise Tax, (A)
any payments or benefits received or to be received by the Consultant in
connection with a Change in Control of the Company or the Consultants
termination of employment, whether payable pursuant to the terms of Section 10
of this Agreement or any other plan, arrangement or agreement with the Company,
its successors, any person whose actions result in a Change in Control of the
Company or any corporation affiliated (or which, as a result of the completion
of transaction causing such a Change in control, will become affiliated) with
the Company within the meaning of Section 1504 of Code (the Total Payments)
shall be treated as parachute payments within the meaning of Section 28OG(b)(2)
of the Code, and all excess parachute payments within the meaning of Section 28OG(b)(1)
shall be treated as subject to the Excise Tax, unless, in the opinion of tax
counsel selected by the Companys independent auditors and acceptable to the
Consultant, the Total Payments (in whole or in part) do not constitute
parachute payments, or such excess parachute payments (in whole or in part)
represent reasonable


compensation for services actually rendered within the meaning of Section
28OG(b)(4) of the Code either in their entirety or in excess of the base amount
within the meaning of Section 28OG(b)(3) of the Code, or are otherwise not
subject to the Excise Tax, (B) the amount of the Total Payments that shall be
treated as subject to the Excise Tax shall be equal to the lesser of (I) the
total amount of the Total Payments or (II) the amount of excess parachute
payments or benefit shall be determined by the Companys independent auditors
in accordance with the principles of Section 28OG(d)(3) and (4) of the Code.
For purposes of determining the amount of the Gross-Up Payment, the Consultant
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is
to be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Consultants residence an the Date of
Termination, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes. In the event the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time of termination of the Consultants employment,
the Consultant shall repay to the Company at the time the amount of such
reduction in Excise Tax is finally determined the portion of the Gross-Up
Payment that can be repaid such that the Consultant remains whole on an
after-tax basis following such repayment (taking into account any reduction in
income or excise taxes to the Consultant from such repayment) plus interest on
the amount of such repayment at the Federal short-term rate provided in Section
1274(d)(1)(C)(i) of the Code. In the event the Excise Tax is determined to
exceed the amount taken into account hereunder at the time of the termination
of the Consultants employment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional gross-up payment in respect of
such excess (plus any interest payable with respect to such excess) at the time
that the amount of such excess is finally determined.  10.2Permanent
Disability.If
Consultant becomes totally and permanently disabled (as defined in the Companys
disability benefit plan applicable to senior executive officers as in effect on
the date thereof) (Permanent Disability), Company or Consultant may terminate
this Agreement


on
written notice thereof, and Consultant shall receive or commence receiving, as
soon as practicable:  (i)amounts payable pursuant to the terms of
the disability insurance policy or similar arrangement which Company maintains
for the Consultant, if any, during the term hereof;  (ii)the Compensation Payment which shall be
paid to Consultant as a cash lump sum within 30 days of such termination; and  (iii)immediate vesting of all unvested stock
options.  10.3Death.In the event of Consultants death during
the term of his employment hereunder, Consultants estate or designated
beneficiaries shall receive or commence receiving, as soon as practicable in
accordance with the terms of this Agreement:  (i)compensation equal to one years Base
Compensation which shall be paid within 30 days of such termination;  (ii)any death benefits provided under the
Consultant benefit programs, plans and practices in which the Consultant has an
interest, in accordance with their respective terms;  (iii)the Compensation Payment which shall be
paid to Consultants estate as a cash lump sum within 30 days of such
termination; and  (iv)such other payments under applicable
plans or programs to which Consultants estate or designated beneficiaries are
entitled pursuant to the terms of such plans or programs.  10.4Voluntary
Termination by Consultant: Discharge for Cause.The Company shall have the right to
terminate this Agreement for Cause (as hereinafter defined). In the event that
Consultants employment is terminated by Company for Cause, as hereinafter
defined, or by Consultant other than for Good Reason or other than as a result
of the Consultants Permanent Disability or death, prior to the Termination
Date, Consultant shall be entitled only to receive, as a cash lump sum within
30 days of such termination, the Compensation Payment.  As used herein, the term Cause shall be
limited to (i) willful malfeasance or willful misconduct by Consultant in
connection with the services to the Company in a matter of material importance
to the conduct of the Companys affairs which has a material adverse affect on
the business of the Company, or (ii) the conviction of Consultant for
commission of a felony.  For purposes of
this subsection, no act or failure to act on the Consultants part shall be
considered willful unless done, or omitted to be done, by the Consultant not
in good faith


and
without reasonable belief that his action or omission was in the best interest
of the Company.  Termination of this
Agreement pursuant to this Section 10.4 shall be made by delivery to Consultant
of a copy of a resolution duly adopted by the affirmative vote of all of the
members of the Board of Directors called and held for such purpose (after 30
days prior written notice to Consultant and reasonable opportunity for
Consultant to be heard before the Board of Directors prior to such vote),
finding that in the good faith business judgment of such Board of Directors,
Consultant was guilty of conduct set forth in any of clauses (i) through (ii) above
and specifying the particulars thereof.  11.Assignment:  This Agreement shall be binding
upon and inure to the benefit of the heirs and representatives of Consultant
and the assigns and successors of Company, but neither this Agreement nor any
rights or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Consultant (except by will or by operation of the laws of
intestate succession or by Consultant notifying the Company that cash payment
be made to an affiliated investment partnership in which Consultant is a
control person) or by Company, except that Company may assign this Agreement to
any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or businesses of Company, if such
successor expressly agrees to assume the obligations of Company hereunder.  12.Change
In Control:  12.1Definition.For purposes of this Agreement, a Change in
Control shall be deemed to have occurred if (i) there shall be consummated (A)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Companys
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Companys Common Stock
immediately prior to the merger have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, or (B) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all the assets of
the Company, or (ii) the stockholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company, or (iii) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934 (the Exchange Act)), other than the Company or any Consultant
benefit plan sponsored by the Company, or such person on the Effective Date
hereof is a 20% or more beneficial owner, shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the
Company representing 20% or more of the combined voting power of the Companys
then outstanding securities ordinarily (and apart from rights accruing in
special circumstances) having the right to vote in the election of directors,
as a result of a tender or exchange offer, open market purchases, privately
negotiated purchases or


otherwise,
or (iv) at any time during a period of two consecutive years, individuals who
at the beginning of such period, constituted the Board of Directors of the
Company shall cease for any reason to constitute at least a majority thereof,
unless the election or the nomination for election by the Companys
stockholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office, who were
directors at the beginning of such two-year period.  12.2Rights and
Obligations.If a Change
in Control of the Company shall have occurred while the Consultant is director
of the Company, the Consultant shall be entitled to the compensation provided
in Section 10.1 of this Agreement upon the subsequent termination of this
Agreement by either the Company, or the Consultant within two years of the date
upon which the Change in Control shall have occurred, unless such termination
is a result of (i) the Consultants death; (ii) the Consultants Disability; (iii)
the Consultants Retirement; or (iv) the Consultants termination for Cause.  7.Indemnification:  Consultant, as such and as a
Director of the Company, shall be indemnified by the Company against all
liability incurred by the Consultant in connection with any proceeding,
including, but not necessarily limited to, the amount of any judgment obtained
against Consultant, the amount of any settlement entered into by the Consultant
and any claimant with the approval of the Company, attorneys fees, actually
and necessarily incurred by him in connection with the defense of any action,
suit, investigation or proceeding or similar legal activity, regardless of
whether criminal, civil, administrative or investigative in nature (Claim),
to which he is made a party or is otherwise subject to, by reason of his being
or having been a director, officer, agent or employee of the Company, to the
full extent permitted by applicable law and the Certificate of Incorporation of
the Company..  Such right of
indemnification will not be deemed exclusive of any other rights to which
Consultant may be entitled under Companys Certificate of Incorporation or
By-laws, as in effect from time to time, any agreement or otherwise.  14.Miscellaneous:  (a)This Agreement between the Company and
Consultant constitutes the entire agreement and understanding of the parties
hereto, and supersedes any and all previous agreements and understandings,
whether oral or written, between the parties with respect to the matters set
forth herein.  (b)Any notice or communication permitted or
required hereunder shall be in writing and shall be deemed sufficiently given
if hand-delivered or sent (i) postage prepaid by registered mail, return
receipt requested, or (ii) by


facsimile, to the respective parties as set forth below, or to such
other address as either party may notify the other in writing.  If to the Company, to:
  
  Synergy
  Pharmaceuticals, Inc.420 Lexington Avenue,
  Suite 1609New York, New York
  10170Attention: Gary S.
  Jacob, CEOIf to Consultant, to:
  
  Gabriel M. Cerronec/o Panetta Partners Ltd.1275 First Avenue,
  Suite 296New York, New York
  10021Attention: Gabriele M.
  Cerrone, Managing PartnerWith a required copy
  to:Sommer & Schneider
  LLP595 Stewart Avenue,
  Suite 710Garden City, NY 11530Attention: Herb Sommer,
  Partner  (c)This Agreement may be executed in any
number of counterparts, each of whom together shall constitute one and the same
original document.  (d)This Agreement may not be changed orally,
but only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge is sought.  (e)The invalidity of all or any part of any
provision of this Agreement shall not render invalid the remainder of this
Agreement or the remainder of such provision. 
If any provision of this Agreement is so broad as to be unenforceable,
such provision shall be interpreted to be only so broad as is enforceable.  (f)This Agreement shall be governed by and
construed in accordance with the law of the State of New York without giving
effect to the principles of conflicts of law thereof.  The parties hereto each hereby submits
herself or itself for the sole purpose of this Agreement and any controversy
arising hereunder to the exclusive jurisdiction of the state courts in the
State of New York.  (d)Any amounts due hereunder to Consultant
which remain unpaid after their due date, shall bear interest from the due date
until paid at a rate of the prime rate (in effect on the date thereof for
Citibank).  (e)The Companys obligations to make
payments under Section 10 and 12 shall survive termination or expiration of
this Agreement.


(f)Consultant shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking other employment or otherwise after the termination of this Agreement.  IN WITNESS WHEREOF,the parties hereto have caused this
Agreement to be duly executed, as of the date first above written.   CONSULTANT/s/ Gabriele M. CerroneGabriele M. CerroneSYNERGY PHARMACEUTICALS, INC.By:
  /s Gary S. JacobName: Gary S. JacobTitle:   President and Acting CEO