Unassociated Document


     

    Exhibit
      10.1


    VioQuest
      Pharmaceuticals, Inc.

    Stock
      Option Agreement

    (Non-Statutory)

    


    This
      Stock Option Agreement (the “Agreement”)
      is
      made and entered into as of February 29, 2008, between Brian Lenz (“Employee”)
      and
      VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

    


    Background

    


    A. The
      Company desires to induce Employee to continue to serve the Company as an
      employee.

    


    B. The
      Company has adopted the 2003 Stock Option Plan (the “Plan”)
      pursuant to which shares of common stock of the Company have been reserved
      for
      issuance under the Plan.

    


    Now,
      Therefore,
      the
      parties hereto agree as follows:

    


    1. Incorporation
      by Reference.
      The
      terms and conditions of the Plan, a copy of which has been delivered to
      Employee, are hereby incorporated herein and made a part hereof by reference
      as
      if set forth in full. In the event of any conflict or inconsistency between
      the
      provisions of this Agreement and those of the Plan, the provisions of the Plan
      shall govern and control.

    


    2. Grant
      of Option; Purchase Price.
      Subject
      to the terms and conditions herein set forth, the Company hereby irrevocably
      grants from the Plan to Employee the right and option, hereinafter called the
      “Option”,
      to
      purchase all or any part of an aggregate of Eight Hundred Thousand (800,000)
      shares of common stock, $.001 par value, of the Company (the “Shares”)
      at the
      price per Share set forth at the end of this Agreement after “Purchase
      Price”.

    


    3. Exercise
      and Vesting of Option.
      The
      Option shall be exercisable only to the extent that all, or any portion thereof,
      has vested in the Employee. Except as provided herein in Paragraph 4, the right
      to purchase the Shares subject to the Option shall vest pro rata in three annual
      installments beginning on the first anniversary of this Agreement and continuing
      each year thereafter until the Option is fully vested, as set forth in the
      following schedule, so long as Employee continues to be employed by the Company
      (each such date is hereinafter referred to singularly as a “Vesting
      Date”
and
      collectively as “Vesting
      Dates”):

    


    
      	
              Total
                Shares Subject 

              to
                Vesting Date

            	
               

              Vesting
                Date

            
	
              266,667

            	
              February
                28, 2009

            
	
              266,666

            	
              February
                28, 2010

            
	
              266,666

            	
              February
                28, 2011

            


    

    


    Notwithstanding
      the foregoing, this Option shall immediately vest in its entirety upon the
      occurrence of a Change of Control (as defined below). For purposes of this
      Paragraph 3, a “Change
      of Control”
means
      (i) the acquisition, directly or indirectly, following the date hereof by any
      person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended), in one transaction or a series of related
      transactions, of securities of the Company representing in excess of fifty
      percent (50%) of the combined voting power of the Company’s then outstanding
      securities if such person or his/her/its affiliate(s) do not own in excess
      of
      fifty percent (50%) of such voting power on the date of this Agreement,
      provided, however, that a Change of Control shall not include any transaction
      or
      series of related transactions effected primarily for capital raising purposes;
      or (ii) the disposition by the Company (whether direct or indirect, by sale
      of
      assets or stock, merger, consolidation or otherwise) of all or substantially
      all
      of its business and/or assets in one transaction or series of related
      transactions (other than a merger effected exclusively for the purpose of
      changing the domicile of the Company), provided, however, that a Change of
      Control shall not include any merger, consolidation or other transaction (or
      series of related transactions) in which, following such transaction, the
      stockholders of the Company immediately prior to such transaction continue
      to
      own in excess of fifty percent (50%) of the combined voting power of the
      surviving or resulting entity.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    4. Termination
      of Employment.
      In the
      event that the Employee ceases to be employed by the Company, for any reason
      or
      no reason, with or without cause, prior to any Vesting Date, that part of the
      Option scheduled to vest on such Vesting Date, and all parts of the Option
      scheduled to vest in the future, shall not vest and all of Employee's rights
      to
      and under such non-vested parts of the Option shall terminate.

     

    5. Term
      of Option.
      To the
      extent vested, and except as otherwise provided in this Agreement, the Option
      shall be exercisable for ten (10) years from the date of this Agreement;
provided,
      however,
      that in
      the event Employee ceases to be employed by the Company, for any reason or
      no
      reason, with or without cause, Employee or his/her legal representative shall
      have ninety (90) days from the date of such termination of his/her position
      as
      an employee to exercise any part of the Option vested pursuant to Paragraph
      3 of
      this Agreement. Upon the expiration of such ninety (90) day period, or, if
      earlier, upon the expiration date of the Option as set forth above, the Option
      shall terminate and become null and void.

    


    6. Rights
      of Option Holder.
      Employee, as holder of the Option, shall not have any of the rights of a
      shareholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option.

    


    7. Transferability.
      The
      Option shall not be transferable except to the extent permitted by the
      Plan.

    


    8. Securities
      Law Matters.
      Employee acknowledges that the Shares to be received by him or her upon exercise
      of the Option may have not been registered under the Securities Act of 1933
      or
      the Blue Sky laws of any state (collectively, the “Securities
      Acts”).
      If
      such Shares have not been so registered, Employee acknowledges and understands
      that the Company is under no obligation to register, under the Securities Acts,
      the Shares received by him or her or to assist him or her in complying with
      any
      exemption from such registration if he or she should at a later date wish to
      dispose of the Shares. Employee acknowledges that if not then registered under
      the Securities Acts, the Shares shall bear a legend restricting the
      transferability thereof, such legend to be substantially in the following
      form:

    


    “The
      shares represented by this certificate have not been registered or qualified
      under federal or state securities laws. The shares may not be offered for sale,
      sold, pledged or otherwise disposed of unless so registered or qualified, unless
      an exemption exists or unless such disposition is not subject to the federal
      or
      state securities laws, and the Company may require that the availability or
      any
      exemption or the inapplicability of such securities laws be established by
      an
      opinion of counsel, which opinion of counsel shall be reasonably satisfactory
      to
      the Company.”


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    9. Employee
      Representations.
      Employee hereby represents and warrants that Employee has reviewed with his
      or
      her own tax advisors the federal, state, and local tax consequences of the
      transactions contemplated by this Agreement. Employee is relying solely on
      such
      advisors and not on any statements or representation of the Company or any
      of
      its agents. Employee understands that he or she will be solely responsible
      for
      any tax liability that may result to him or her as a result of the transactions
      contemplated by this Agreement. The Option, if exercised, will be exercised
      for
      investment and not with a view to the sale or distribution of the Shares to
      be
      received upon exercise thereof.

    


    10. Notices.
      All
      notices and other communications provided in this Agreement will be in writing
      and will be deemed to have been duly given when received by the party to whom
      it
      is directed at the following addresses:

     

    
      	
              If
                to the Company:

               

              VioQuest
                Pharmaceuticals, Inc.

              180
                Mount Airy Rd, Suite 102

              Basking
                Ridge, NJ 07920

              Attn:
                Chief Executive Officer

            	
              If
                to Employee:

               

              Brian
                Lenz

              ______________________

              ______________________

            


    

    


    11. General.
      

    


    (a) The
      Option is granted pursuant to the Plan and is governed by the terms thereof.
      The
      Company shall at all times during the term of the Option reserve and keep
      available such number of Shares as will be sufficient to satisfy the
      requirements of this Option Agreement. 

    


    (b) Nothing
      herein expressed or implied is intended or shall be construed as conferring
      upon
      or giving to any person, firm, or corporation other than the parties hereto,
      any
      rights or benefits under or by reason of this Agreement.

    


    (c) Each
      party hereto agrees to execute such further documents as may be necessary or
      desirable to effect the purposes of this Agreement.

    


    (d) This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      agreement.

    


    (e) This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of Minnesota applicable to contracts executed and to be performed
      therein.

    


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

    


    
      	
              Number
                of Shares: --800,000--- 

               

              Exercise
                Price: $0.12/share  

            	
              EMPLOYEE:

               

              /s/
                Brian Lenz    

            
	 	 Name:
              Brian Lenz


    

    



    
      
        
        

      

      
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              VIOQUEST
                PHARAMCEUTICALS,
                INC.

               

               

              By: /s/
                Michael D. Becker    

            
	 	
              Its: President
                & CEO 

            


    

    


    
      
        
        

      

      
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