Exhibit 10.61


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This AMENDMENT TO EMPLOYMENT AGREEMENT
(“Amendment”) is made and entered into effective as of December 4, 2008
(“Effective Date”), by and between Averion International Corp., a Delaware
corporation ( “Company”) and Markus H. Weissbach, M.D., Ph.D. (“Executive”).


 


RECITALS


 


A.            Company
and Executive have previously entered into that certain Employment Agreement
dated January 10, 2008 (the “Prior Agreement”).  All capitalized terms not otherwise defined
herein shall have the same meanings ascribed to such terms in the Prior
Agreement.


 


B.            Company
and Executive desire to amend the Prior Agreement to amend certain provisions
set forth in the Prior Agreement to: (i) for calendar year 2008, reduce
the maximum annual bonus Executive is eligible to receive from one hundred
percent (100%) of Executive’s then in effect Annual Base Salary to seventy five
percent (75%) of Executive’s then in effect Annual Base Salary; and (ii) for
calendar year 2009 and thereafter, reduce the maximum annual bonus Executive is
eligible to receive from one hundred percent (100%) of Executive’s then in
effect Annual Base Salary to fifty percent (50%) of Executive’s then in effect
Annual Base Salary.


 


NOW, THEREFORE, in consideration of the foregoing facts and
mutual agreements set forth below, the parties intending to be legally bound,
agree to amend the Prior Agreement as follows:


 


1.             Annual
Bonus.  The first sentence of Section 3.2 of the
Prior Agreement is hereby amended to read as follows:


 


“Annual Bonus.  In addition to the Annual Base Salary,
Executive shall be eligible to receive, in the sole discretion of the Board of
Directors or the compensation committee thereof, (i) for calendar year
2008, an annual bonus of up to seventy five percent (75%) of the then in effect
Annual Base Salary, and (ii) for calendar year 2009 and thereafter, an
annual bonus of up to fifty percent (50%) of the then in effect Annual Base
Salary (the annual bonus amounts set forth in clauses (i) and (ii), the
“Bonus”), in accordance with, and based upon, the satisfaction of certain
objective criteria and Company and individual performance standards established
annually by the Board of Directors or the compensation committee thereof.”


 


2.             References.  All references in the Prior
Agreement to the “Agreement” shall mean the Prior Agreement, as amended by this
Amendment.


 


3.             Full Force and Effect. 
Except as expressly provided in this Amendment, all other terms and
conditions of the Prior Agreement shall remain in full force and effect.


 


4.             Successors and Assigns.  This
Amendment shall be binding upon and inure to the benefit of Company and
Executive and their respective successors and assigns.


 


5.             Counterparts.  This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original and together shall constitute one document.  This Amendment may be 


 


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executed and transmitted via
facsimile or electronic transmission in PDF form with the same validity as if
it were an ink-signed document.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the undersigned,
intending to be legally bound, have executed this Agreement as of the Effective
Date.


 


	
  “Company”

  	
   

  	
  Averion
  International Corp.,
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Philip T. Lavin

  
	
   

  	
   

  	
  Name:
  Philip T. Lavin, Ph.D.

  
	
   

  	
   

  	
  Title:
  Executive Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Executive”

  	
   

  	
  By:

  	
  /s/
  Markus H. Weissbach

  
	
   

  	
   

  	
  Markus
  H. Weissbach, M.D., Ph.D.

  



 


[Signature Page to Amendment to Employment
Agreement]