Exhibit 10.32


 


Employment
Letter


 


December
24, 2003


 


Alan
Rubinfeld


68
Redner Road


Morristown,
N J07960


 


Dear
Alan;


 


Please
allow this letter to serve as the entire agreement between Savient
Pharmaceuticals, Inc. (the “Company”) and you, Alan Rubinfeld (the “Employee”)
with respect to certain aspects of your employment with the Company.


 


Acknowledgement


 


The Company acknowledges and
agrees that the Employee is and will remain a partner of, and has and will
retain an interest in, Tatum CFO Partners, LLP (“Tatum”), which will benefit
the Company in that the Employee will have access to certain Tatum
resources.  The Employee acknowledges
and agrees that as compensation for access to Tatum’s resources, the company
will pay certain specified amounts to Tatum as provided in the Resources
Agreement between the Company and Tatum, dated on or about the date of this
agreement, and acknowledges that such amounts might otherwise have been paid to
Employee as compensation, and that Employee shall have no right to such amounts.  The Company and the Employee agree that any
payments made to Tatum are not to be treated as compensation to the Employee
for purposes of determining taxable income and should not be reflected as
compensation in the Employee’s W-2 report.


 


Beginning Date


 


The
Employee will work for the Company beginning on January 5, 2004 and this
contract will expire on April 30, 2004.


 


Position and Duties


 


Employee
shall serve as the acting chief financial officer of the Company, reporting to
the Company’s chief executive officer. 
Employee shall perform such duties and functions as the Company’s chief
executive officer and Board of Directors shall from time to time determine and
Employee shall comply in the performance of such duties with the policies of,
and be subject to the direction of, the Company’s chief executive officer and
Board of Directors.


 


During
the term of this Agreement, Employee shall devote all of his working time and
attention, reasonable vacation time and absences for sickness excepted, to the
business of the Company, as necessary to fulfill his duties.  Employee shall perform the duties assigned
to him with fidelity and to the best of his ability.


 


The
principal location at which the Employee shall perform his duties hereunder
shall be at the Company’s offices in East Brunswick, New Jersey.  Notwithstanding the foregoing, Employee
shall perform such services at such other locations as may be required for the
proper performance of his duties


 

















 


hereunder,
and Employee recognizes that such duties may involve periodic travel, including
travel to the United Kingdom and Israel.


 


Compensation


 


Salary


 


Employee
will be paid $20,833 a month


 


Other Compensation Provisions:


 


Benefits


 


The
Employee will be eligible to participate in the Company’s  401(k) plan to the extent permitted by the
terms of such plan and will be eligible for vacation and holidays consistent
with the Company’s policy as it applies to senior management, and to the extent
permitted by the applicable plan the Employee will be exempt from any delay
periods required for eligibility.


 


In
lieu of the Employee participating in the Company-sponsored employee medical
insurance benefit and disability plans, the Employee will participate in
Tatum’s group plans as a partner of Tatum, and the Company will pay the
Employee an amount equal to that portion of the premium paid by the Company in
respect of employee participation in the Company’s medical and disability
insurance plans.  Such payment will be
made monthly as an expense reimbursement and, to the extent permitted by law,
not part of employee compensation. 
Notwithstanding the above, the Company may include the Employee as a
participant in the Company’s own disability plan or other benefit plans if such
plans are not provided by Tatum.


 


The
Employee will be covered by the Company’s director and officer insurance to the
same extent as other senior management of the Company at no additional cost to
the Employee, and the Company will maintain such insurance at all times while
this agreement remains in effect.


 


The
Company agrees to indemnify the Employee to the full extent permitted by law
and to the same extent as it indemnifies its other senior executive for any
losses, costs, damages, and expenses, including reasonable attorneys’ fees, as
they are incurred, in connection with any cause of action, suit, or other
proceeding arising in connection with employment with the Company.


 


Termination


 


The
Company may terminate the Employee’s employment for any reason upon at least 30
days’ prior written notice to the Employee, such termination to be effective on
the date specified in the notice, provided that such date is no earlier than 30
days from the date of delivery of the notice. 
Likewise, the Employee may terminate his or her employment for any
reason upon at least 30 days’ prior written notice to the Company, such
termination to be effective on the date 30 days following the date of the
notice.  The Employee will continue to
render services and to be paid during such 30-day period, regardless of who gives
such notice; provided, however, that the Company may elect not to have Employee
continue to provide services during such period, and may prohibit Employee from
coming to the Company’s offices during such period, but the Company shall be
obligated to continue to pay Employee during such 30 day period.  The Employee may terminate this letter
agreement immediately if the Company has not remained


 

















 


current
in its obligations under this letter or if the Company engages in or asks the
Employee to engage in or to ignore any illegal or unethical conduct.


 


This
agreement will terminate immediately upon the death or permanent disability of
the Employee.  For purposes of this
agreement, permanent disability will be as defined by the applicable policy of
disability insurance or, in the absence of such insurance, by the Company’s
Board of Directors acting in good faith.


 


The
Employee’s Salary will be prorated for the final pay period based on the number
of days in the final pay period up to the effective date of termination or
expiration.


 


 If the termination  of this Agreement is within
90 days of the Beginning Date, the Employee will be entitled to receive a
payment equal to the remaining term of the contract.


 


Non-Disclosure of Confidential Information


 


Employee
shall not, during the term of this Agreement, or at any time following
termination of this Agreement, directly or indirectly, disclose or permit to be
known (other than as is required in the regular course of his duties (including
without limitation disclosures to the Company’s advisors and consultants) or is
required by law (in which case Employee shall, to the extent practicable, give
the Company prior written notice of such required disclosure) or with the prior
written consent of the Company’s chief executive officer), to any person, firm
or corporation, any confidential information acquired by him during the course
of, or incident to, his employment hereunder, relating to the Company and its
subsidiaries (collectively, the “SPI Group”), any client of the SPI
Group or any corporation, partnership or other entity owned or controlled,
directly or indirectly, by any of the foregoing, or in which any of the
foregoing has a beneficial interest, including, but not limited to, the
business affairs of each of the foregoing. 
Such confidential information shall include, but shall not be limited
to, proprietary technology, trade secrets, patented processes, research and
development data, know-how, market studies and forecasts, competitive analyses,
pricing policies, employee lists, personnel policies, the substance of
agreements with customers, suppliers and others, marketing or dealership
arrangements, servicing and training programs and arrangements, customer lists
and any other documents embodying such confidential information.  This confidentiality obligation shall not
apply to any confidential information which thereafter becomes publicly
available other than pursuant to a breach of this section by Employee.


 


All
information and documents relating to the SPI Group as hereinabove described
(or other business affairs) shall be the exclusive property of the Company, and
Employee shall use commercially reasonable best efforts to prevent any
publication or disclosure thereof.  Upon
termination of Employee’s employment with the Company, all documents, records,
reports, writings and other similar documents containing confidential
information, including copies thereof, then in Employee’s possession or control
shall be returned and left with the Company.


 


Employee
agrees that if he breaches, or threatens to commit a breach of, any of the
provisions of this non-disclosure of confidential information section of this
agreement (the “Restrictive Covenant”), the Company shall have, in addition to,
and not in lieu of, any other rights and remedies available to the Company
under law and in equity, the right to injunctive relief and/or to have the
Restrictive Covenant specifically enforced by a court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenant would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.  Notwithstanding the foregoing, nothing
herein shall constitute a waiver by Employee of his right to contest whether a
breach or threatened breach of the Restrictive Covenant has occurred.


 

















 


Miscellaneous


 


This
agreement contains the entire agreement between the parties with respect to the
matters contained herein, superseding any prior oral or written statements or
agreements.


 


The
provisions in this agreement concerning the payment of Salary and the
non-disclosure of confidential information will survive any termination or
expiration of this agreement.


 


Neither
party will be liable for any delay or failure to perform under this Agreement
(other than with respect to payment obligations) if and to the extent such
delay or failure is a result of an act of God, war, earthquake, civil
disobedience, court order, labor dispute, or other cause beyond such party’s
reasonable control.


 


The
terms of this letter agreement are severable and may not be amended except in a
writing signed by the parties.  If any
portion of this agreement is found to be unenforceable, the rest of this
agreement will be enforceable except to the extent that the severed provision
deprives either party of a substantial portion of its bargain.


 


This
agreement will be governed by and construed in all respects in accordance with
the laws of the State of New Jersey without giving effect to conflicts-of-laws
principles.


 


Each
person signing below is authorized to sign on behalf of the party indicated,
and in each case such signature is the only one necessary.


 


Please
sign below and return a signed copy of this letter to indicate your agreement
with its terms and conditions.


 


	
  Sincerely
  yours,

  	
   

  
	
   

  	
   

  
	
  Savient  Pharmaceuticals,
  Inc

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/
  Sim Fass

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:
  Dr. Sim Fass

  	
   

  
	
   

  	
   

  
	
  Title:
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and agreed by:

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
    /s/
  Alan Rubinfeld

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Alan
  Rubinfeld

  
	
   

  	
  (Print
  name)

  
	
   

  	
   

  
	
   

  	
  Date: