Exhibit
10.27


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


WHEREAS,
Clarus Therapeutics, Inc. (the “Company”) desires to employ Robert E. Dudley, Ph.D. (the “Executive”) and retain
his services, experience and abilities; and


 


WHEREAS,
the Executive, as founder of Clarus, desires to accept such employment upon the terms and conditions hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein, it is agreed as follows:


 


		1.	Employment.
                                            The Company hereby employs the Executive and the Executive hereby accepts such employment
                                            under all of the terms and conditions of this Agreement. The Executive shall be an officer
                                            of the Company, and shall hold the office of President and Chief Executive Officer, reporting
                                            to the Company’s Board of Directors (the “Board of Directors”). The Executive
                                            also shall serve as a member of the Board of Directors, and agrees to immediately resign
                                            from the Board of Directors upon the termination of his employment for any reason.



 


		2.	Term.
                                            The Executive’s employment with the Company shall commence on the date of this Agreement,
                                            and shall continue until terminated in accordance with this Agreement.



 


		3.	Executive’s
                                            Duties, Responsibilities, and Authority.



 


		a.	The
                                            Executive shall have and perform diligently the duties of President and Chief Executive Officer
                                            as may be directed by the Board of Directors and commensurate with such position and in accordance
                                            with the Company’s By-laws. The parties understand and acknowledge that the Executive’s
                                            general authority and responsibility in his position shall be to provide business and strategic
                                            leadership for all activities of the Company and to participate as a founding architect of
                                            the Company’s business and technical vision. Furthermore, the Executive shall be responsible
                                            for the general management and day-to-day operations of the Company. The Company shall be
                                            located in the greater Chicago metropolitan area and Executive agrees to spend the majority
                                            of his time in the Company’s corporate offices. However, the Company agrees that the
                                            Executive, at his own discretion, may from time-to-time work from his home office in Florida,
                                            provided that it does not materially interfere with the performance of the Executive’s
                                            duties and responsibilities hereunder.



 


		b.	The
                                            Executive shall devote his full business time and attention to the business of the Company,
                                            and shall not be engaged in or concerned with any other duties or pursuits which interfere
                                            with performance of his duties under this Agreement except that the Company acknowledges
                                            that the Executive has entered into a Consulting Agreement with Solvay Pharmaceuticals, Inc.
                                            for the sole purpose of assisting Solvay in its prosecution of the AndroGel® patent estate.
                                            In light of the fact that the Executive is a co-inventor of the patent in question, the Company
                                            agrees to this activity so long as Executive uses reasonable best efforts to ensure that
                                            such activities do not interfere with Executive’s ability to serve Clarus as its chief
                                            executive. No expenses or compensation related to this activity will be paid by the Company.



 




     


     


    

 


The
Company further acknowledges the Executive’s role as a member of the Pepperdine University Board. Such involvement will require
Executive to attend approximately four meetings per year in the Los Angeles, CA area.


 


		c.	The
                                            Executive will be expected to abide by all Company policies and procedures of which he has
                                            been given notice, as well as all applicable laws and regulations.



 


		4.	Compensation.
                                            In consideration of the services to be rendered by the Executive, the Company agrees to compensate
                                            and to provide benefits to the Executive as follows:



 


		a.	Base
                                            Salary.



 


The
Executive shall initially be paid a base salary of $21,250.00 per month, less standard payroll deductions and withholdings, payable semi-monthly.
The Board of Directors shall review the Executive’s base salary no less often than annually to consider whether an increase is
warranted.


 


		b.	Annual
                                            Bonus.



 


The
Executive shall be eligible to receive an annual cash bonus of up to 50% of Executive’s then annual salary based on the Company’s
and Executive’s performance and the Company’s financial status at the end of each calendar year. Any bonus shall be determined
by and at the sole discretion of the Board of Directors.


 


		c.	Equity.



 


		i.	Restrictions
                                            on Current Holdings. The parties hereto acknowledge and agree that following the 66 2/3-to-l
                                            stock split declared by the Company on the date hereof, Executive holds 500,000 shares of
                                            the Company’s Common Stock (the “Initial Restricted Stock”). Effective
                                            as of the date hereof, Executive agrees to subject the Initial Restricted Stock to a vesting
                                            schedule such that Initial Restricted Stock shall be 50% vested as of the date hereof, and
                                            the remaining 50% shall vest in equal monthly installments over a four-year period following
                                            the date hereof, except that no shares shall vest during the first 12 months of employment
                                            whereupon, all shares that would have vested on a monthly schedule following the Executive’s
                                            initial employment will, so long as Executive remains employed by Clarus, immediately vest,
                                            and shall otherwise be subject to the Company’s Stock Restriction Agreement between
                                            the Executive and the Company. Notwithstanding the foregoing, the Initial Restricted Stock
                                            shall become fully vested upon the occurrence of a Change in Control (as defined herein).



 




    2


     


    

 


		ii.	Future
                                            Grants. Based on performance of the Executive and the Company as a whole (as determined
                                            in the sole discretion of the Board of Directors) the Company will from time to time and
                                            at the discretion of the Board of Directors award Executive additional options to purchase
                                            shares of Common Stock (the “Additional Options”) or additional shares of restricted
                                            stock (the “Additional Restricted Stock”). Such Additional Options or Additional
                                            Restricted Stock, as applicable, will vest over the four-year period following the date of
                                            grant in the same manner as the Initial Restricted Stock, and shall otherwise be subject
                                            to the Plan and to such terms and conditions as shall be further described in the 2004 Stock
                                            Option Agreement or Restricted Stock Agreement, as applicable, evidencing such award, which
                                            terms (excluding vesting and exercise price) shall be substantially similar to those contained
                                            in the Restricted Stock Agreement between the Executive and the Company evidencing the Initial
                                            Restricted Stock. Notwithstanding the foregoing, any Additional Options or Additional Restricted
                                            Stock granted under this paragraph 4(c)(ii) prior to a Change in Control shall become fully
                                            vested upon the occurrence of a Change in Control (as defined herein).



 


		iii.	Forfeitures
                                            and Repurchase Rights. Notwithstanding anything to the contrary, in the event of a termination
                                            of the Executive’s employment with the Company:



 


		(A)	any
                                            Additional Options granted to the Executive under paragraph 4(c)(i) or 4(c)(ii) above, which
                                            remain unvested at the time of such termination, shall be immediately forfeited;



 


		(B)	any
                                            Initial Restricted Stock, and Additional Restricted Stock granted to the Executive under
                                            paragraph 4(c)(ii) above, which remain unvested at the time of such termination, shall be
                                            subject to repurchase by the Company at a purchase price per share equal to the lesser of
                                            (x) the Fair Market Value (as defined in the Company’s 2004 Stock Incentive Plan (the
                                            “Plan”)) per share on the date of such repurchase, or (y) the original purchase
                                            price of the Initial Restricted Stock or Additional Restricted Stock, as applicable.



 


		iv.	Taxation.
                                            The parties understand that the Executive may desire to file a “Section 83(b) election”
                                            with the Internal Revenue Service within 30 days following the date hereof, in the case of
                                            the Initial Restricted Stock, and date of grant of any Additional Restricted Stock.



 


		v.	Registration
                                            Rights. The Company agrees to file, as soon as practicable after the IPO Date (as defined
                                            in the Plan), a Form S-8 registration statement covering the shares of Common Stock issuable
                                            upon the exercise of the Initial Options and Additional Options or otherwise granted pursuant
                                            to the Initial Restricted Stock award or Additional Restricted Stock awards.



 




    3


     


    

 


		d.	Benefits.
                                            As soon as reasonably practicable, the Company will acquire medical and dental care insurance
                                            plans that will cover the Executive and his eligible dependents throughout his employment
                                            with the Company, the terms of which shall be no less favorable to the Executive than to
                                            any other employee of the Company. The Executive shall be entitled to participate in and
                                            receive any other benefits that may be provided by the Company to its senior management personnel,
                                            including, without limitation, any profit sharing, pension, 401 (k), short and long term
                                            disability insurance, and vision insurance plans made available to such employees, if any,
                                            all in accordance with the terms of such benefit plans.



 


		e.	Vacation.
                                            The Executive shall be entitled to take up to four (4) weeks of paid vacation per year and
                                            may rollover to the next year up to two (2) weeks of unused vacation to a maximum cumulative
                                            reserve of 4 weeks. Upon termination of the Executive’s employment for any reason,
                                            the Company shall pay the Executive for all accrued but unused vacation time he may have
                                            remaining, consistent with the Company’s standard vacation policy.



 


		f.	Expenses.
                                            The Company shall reimburse the Executive for all reasonable expenses he incurs in the performance
                                            of his duties on behalf of the Company, consistent with the Company’s standard policy
                                            on business expenses. This benefit includes the reimbursement of up to $5000 in expenses
                                            directly related to the funding of Clarus that occurred principally between September 1,
                                            2003 and February 12, 2004.



 


		g.	Relocation.
                                            The Company acknowledges that the Executive currently resides in the State of Florida and
                                            that the Executive will not relocate to the Chicago area on a permanent basis until at least
                                            such time as the Company has secured a second round of financing (e.g., second tranche of
                                            Series A or a Series B round). Between the effective date of this agreement and when Executive
                                            relocates to the Chicago area, a period not to exceed 18 months, the Company will reimburse
                                            Executive up to $1000 per month of Executive’s incurred costs for temporary living
                                            and/or travel to and from Illinois and Florida. At such time as Executive relocates to the
                                            Chicago area, the Company shall reimburse the Executive up to $25,000 for reasonable out-of-pocket
                                            expenses incurred by him in connection with his relocation. Relocation expenses shall include,
                                            but not necessarily be limited to, packing, moving, transportation costs, brokerage and legal
                                            fees on the purchase of a home in the Chicago area. The Company will also cover travel expenses
                                            for two trips to the Chicago area for Executive’s wife to help find a new home.



 


		5.	Termination
                                            By Company. Notwithstanding any other provision of this Agreement, the Company may terminate
                                            this Agreement as follows:



 


		a.	Termination
                                            With Cause.



 


		i.	The
                                            Company may terminate this Agreement and the Executive’s employment for Cause, as defined
                                            herein, upon written notice to the Executive setting forth in reasonable detail the facts
                                            and circumstances upon which the Board of Directors shall have determined, following reasonable
                                            inquiry, that Cause exists.



 




    4


     


    

 


		ii.	As
                                            used herein, “Cause” shall exist if: (A) the Executive has been convicted of,
                                            or pleads guilty or “no contest” to, a felony; (B) the Executive has embezzled
                                            the Company’s funds or property; or (C) the Executive has been guilty of gross neglect
                                            (for reasons other than an inability to perform caused by a documented physical or mental
                                            condition) or willful misconduct in the discharge of his duties and responsibilities under
                                            this Agreement, where such gross neglect or willful misconduct has a material detrimental
                                            effect on the Company’s business or reputation and the Executive has not cured such
                                            gross neglect or willful misconduct within thirty (30) days after the Board of Directors
                                            provides him with written notice setting forth in reasonable detail the act(s) it believes
                                            constitute such gross neglect or willful misconduct; (D) the Executive is in material breach
                                            of this Agreement (for reasons other than an inability to perform caused by a documented
                                            physical or mental condition), such breach has a material detrimental effect on the Company’s
                                            business or reputation, and the Executive has not cured such breach within thirty (30) days
                                            after the Board of Directors provides him with written notice setting forth in reasonable
                                            detail the act(s) or omissions it believes constitute such breach; (E) the Executive is in
                                            breach of the terms of paragraphs 7 and/or 8 hereof; or (F) the Executive is guilty of Sexual
                                            Harassment or Public Drunkenness that besmirches the good name of the Company.



 


		iii.	If
                                            the Company terminates this Agreement for Cause, it shall not be obligated to provide the
                                            Executive any compensation or benefits after the effective date of such termination except
                                            as required by law or regulation or under paragraph 4(c) above. However, the Company will
                                            be obligated to pay Executive for any wages earned up to the date of termination, unused
                                            annual vacation in the year of termination and any legitimate outstanding expenses otherwise
                                            subject to reimbursement hereunder.



 


		b.	Termination
                                            Without Cause.



 


		i.	The
                                            Company may terminate this Agreement and the Executive’s employment without Cause at
                                            any time upon thirty (30) days advance written notice to the Executive from the Board of
                                            Directors.



 


		ii.	If
                                            the Company terminates this Agreement without Cause within twelve (12) months following a
                                            Change in Control, then in addition to any benefits he may be entitled to receive under law
                                            or regulation or under paragraph 4(c) above, the Executive shall be entitled to receive from
                                            the Company, without any duty to mitigate, a severance package consisting of: (A) a lump-sum
                                            payment equal to twelve (12) months of the Executive’s then-current annual base salary;
                                            (B) payment of the first twelve (12) months of premiums incurred by the Executive and his
                                            eligible dependents in continuing his health benefits under the Company’s group medical
                                            plan pursuant to COBRA or similar state law, as applicable, so long as the Executive elects
                                            and is eligible for such continued coverage (or, if the Company has not yet secured such
                                            group medical coverage, payment of the actual costs incurred by the Executive to obtain medical
                                            coverage comparable to that he had immediately before he left the last job he held before
                                            joining the Company, for a period of twelve (12) months after his termination of employment);
                                            (C) payment of outstanding expenses otherwise subject to reimbursement hereunder; (D) a prorated
                                            portion of any annual bonus that would otherwise have been awarded to Executive for services
                                            rendered to the Company up to the date of termination, if any; and (E) Company-paid executive-level
                                            outplacement services for up to twelve (12) months after the effective date of the Executive’s
                                            termination at a cost of no more than $30,000.00 or until he obtains other comparable employment,
                                            whichever occurs first.



 




    5


     


    

 


		iii.	If
                                            the Company terminates this Agreement without Cause after January 1, 2005 other than within
                                            twelve (12) months following a Change in Control, then in addition to any benefits he may
                                            be entitled to receive under law or regulation or under paragraph 4(c) above, the Executive
                                            shall be entitled to receive from the Company, without any duty to mitigate, a severance
                                            package consisting of: (A) a lump-sum payment equal to twelve (12) months of the Executive’s
                                            then-current annual base salary; (B) payment of the first twelve (12) months of premiums
                                            incurred by the Executive and his eligible dependents in continuing his health benefits under
                                            the Company’s plan pursuant to COBRA or similar state law, as applicable, so long as
                                            the Executive elects and is eligible for such continued coverage (or, if the Company has
                                            not yet secured such group medical coverage, payment of the actual costs incurred by the
                                            Executive to obtain medical coverage comparable to that he had immediately before he left
                                            the last job he held before joining the Company, for a period of twelve (12) months after
                                            his termination of employment); (C) payment of outstanding expenses otherwise subject to
                                            reimbursement hereunder; (D) a prorated portion of any annual bonus that would otherwise
                                            have been awarded to Executive for services rendered to the Company up to the date of termination,
                                            if any; and (E) Company-paid executive-level outplacement services for up to twelve (12)
                                            months after the effective date of the Executive’s termination at a cost of no more
                                            than $30,000.00 or until he obtains other comparable employment, whichever occurs first.



 


		iv.	For
                                            the avoidance of doubt, the Executive will not be entitled to any of the termination benefits
                                            set forth in subparagraph 5(b)(ii) or 5(b)(iii) above in the event of the Company’s
                                            termination of Executive’s employment for any reason prior to January 1, 2005 unless
                                            Executive is terminated without cause following a Change in Control that occurs prior to
                                            January 1, 2005 under which circumstance the Executive will receive the severance benefits
                                            set forth in 5(b)(ii) above.



 


		v.	As
                                            a condition to his entitlement to a severance package under subparagraph 5(b)(ii) or 5(b)(iii)
                                            above, the Executive will sign a general release of claims in favor of the Company and its
                                            affiliates which also acknowledges his obligation to abide by the provisions set forth in
                                            Section 7 herein.



 




    6


     


    

 


		vi.	As
                                            used herein, “Change in Control” shall be deemed to have occurred if:



 


		(A)	A
                                            third person other than Shareholders on the date hereof or their Affiliates, including a
                                            “group” as such term is defined in Section 13(d)(3) of the Securities Exchange
                                            Act of 1934, becomes the direct or indirect beneficial owner of shares of the Company having
                                            more than fifty percent (50%) of the total number of votes that may be cast for the election
                                            of directors of the Company;



 


		(B)	The
                                            Company sells all or substantially all of its assets;



 


		(C)	The
                                            Company enters into any transaction in which more than fifty percent (50%) of the Company’s
                                            voting power is transferred to Persons other than the Shareholders on such date or their
                                            Affiliates; or



 


		(D)	The
                                            Shareholders of the Company approve dissolution or complete liquidation of the Company.



 


Shareholders
means the Shareholders of the Company on the date hereof and Affiliates means any Persons controlled by, controlling or under common
control with any Shareholder. Person means any person or entity.


 


If
the Company accepts an investment for the purpose of raising cash to fund operations and/or to make an acquisition and such a transaction
results in a change in ownership of 50%. then this shall not be deemed a Change in Control provided that the make up of the Company’s
Board of Directors is not changed except by the sole addition of no more than two (2) new board members to represent the interests of
the party(ies) investing in the Company.


 


		c.	Termination
                                            By Reason of Death or Disability.



 


		i.	This
                                            Agreement will terminate automatically upon the Executive’s death. The Company may
                                            terminate Executive’s employment immediately upon the occurrence of a Disability, such
                                            termination to be effective upon Executive’s receipt of written notice of such termination.



 


		ii.	In
                                            the event the Executive’s employment is terminated due to his death or Disability,
                                            the Company shall not be obligated to provide the Executive any compensation or benefits
                                            after the effective date of such termination except as required by law or regulation or under
                                            paragraph 4(c) above except that for a period of one year after Executive’s employment
                                            is terminated due to disability, the Company shall pay for a continuation of health insurance
                                            the Executive received during the term of his employment or other insurance comparable thereto.
                                            In addition, the Company will be obligated to pay Executive or his estate or his beneficiaries,
                                            as the case may be, for any unused annual vacation in the year of termination, a prorated
                                            portion of any annual bonus that would otherwise have been awarded to Executive for services
                                            rendered to the Company up to the date of termination, if any, and any legitimate outstanding
                                            expenses otherwise subject to reimbursement hereunder.



 




    7


     


    

 


		iii.	For
                                            purposes of this Agreement, “Disability” shall mean any physical or mental disability
                                            or infirmity that prevents the performance of the Executive’s duties for a period of
                                            (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during
                                            any twelve (12) month period. Any question as to the existence, extent or potentiality of
                                            the Executive’s Disability upon which the Executive and the Company cannot agree shall
                                            be determined by a qualified, independent physician selected by the Company and approved
                                            by the Executive (or the Executive’s duly appointed representative), which approval
                                            shall not be unreasonably withheld. The determination of any such physician shall be final
                                            and conclusive for all purposes of this Agreement.



 


		6.	Termination
                                            By Executive. Notwithstanding any other provision of this Agreement, the Executive may
                                            terminate this Agreement as follows:



 


		a.	Termination
                                            For Good Reason.



 


		i.	The
                                            Executive may terminate this Agreement and his employment by the Company at any time for
                                            Good Reason, as defined herein, upon written notice to the Company setting forth in reasonable
                                            detail the facts and circumstances upon which the Executive shall have determined that Good
                                            Reason exists.



 


		ii.	As
                                            used herein, “Good Reason” shall exist if any of the following occurs without
                                            the Executive’s advance written consent:



 


		(A)	the
                                            Company assigns to the Executive duties or responsibilities that are materially inconsistent
                                            with those set forth in paragraph 3 above or changes the Executive’s title, and fails
                                            to cure said breach, if curable, within thirty (30) days after the Executive gives written
                                            notice to the Company that describes in reasonable detail the facts and circumstances of
                                            said breach;



 


		(B)	the
                                            Company reduces the Executive’s base salary or terminates or materially reduces his
                                            health insurance benefits; or



 


		(C)	a
                                            Successor Employer (as defined in paragraph 10(f) below) fails to assume all of the Company’s
                                            obligations under this Agreement;



 




    8


     


    

 


provided
that the Executive voluntarily terminates his employment with the Company within 60 days after he learns that such event has occurred.


 


		iii.	If
                                            the Executive terminates this Agreement for Good Reason under paragraph 6(a) above, then
                                            in addition to any benefits he may be entitled to receive under law or regulation or under
                                            paragraph 4(c) above, the Executive shall be entitled to receive from the Company, without
                                            any duty to mitigate, the severance package described in paragraph 5(b)(iii) of this Agreement.



 


		iv.	As
                                            a condition to his entitlement to a severance package under paragraph 6(a)(iii) above, the
                                            Executive will sign a general release of claims in favor of the Company and its affiliates
                                            which also acknowledges his obligation to abide by the provisions set forth in Section 7
                                            herein.



 


		b.	Termination
                                            Without Good Reason.



 


		i.	The
                                            Executive may terminate this Agreement and his employment by the Company without Good Reason
                                            at any time upon providing thirty (30) days advance written notice to the Company.



 


		ii.	If
                                            the Executive terminates this Agreement without Good Reason, the Company shall not be obligated
                                            to provide the Executive with any compensation or benefits after the effective date of such
                                            resignation except as required by law or regulation or under paragraph 4(c) above.



 


		7.	Restrictive
                                            Covenants. The Executive acknowledges and agrees that (A) the agreements and covenants
                                            contained in this paragraph 7 are (i) reasonable and valid in geographical and temporal scope
                                            and in all other respects, and (ii) essential to protect the value of the Company’s
                                            business and assets, and (B) by his employment with the Company, the Executive will obtain
                                            specific knowledge, know-how and contacts and there is a reasonable probability that such
                                            knowledge, know-how, and, contacts, could be used to the substantial advantage of a competitor
                                            of the Company and to the Company’s detriment:



 


		a.	Confidential
                                            Information. At any time during and after the end of the term of the Executive’s
                                            employment with the Company, without the prior written consent of the Board, except to the
                                            extent required by an order of a court having jurisdiction or under subpoena from an appropriate
                                            government agency, in which event. Executive shall use his best efforts to consult with the
                                            Board prior to responding to any such order or subpoena, and except as required in the performance
                                            of his duties hereunder, the Executive shall not disclose any confidential or proprietary
                                            trade secrets, customer lists, drawings, designs, information regarding product development,
                                            marketing plans, sales plans, manufacturing plans, management organization information, operating
                                            policies or manuals, business plans, financial records, packaging design or other financial,
                                            commercial, business or technical information (i) relating to the Company, or (ii) that the
                                            Company or any of its affiliates may receive belonging to suppliers, customers or others
                                            who do business with the Company (“Confidential Information”). The Executive’s
                                            obligation under this paragraph 7(a) shall not apply to any information which (i) is known
                                            publicly through no fault of the Executive; (ii) is in the public domain or hereafter enters
                                            the public domain without the breach of the Executive of this paragraph 7(a); or (iii) is
                                            disclosed after termination of the Executive’s employment to the Executive by a third
                                            party not under an obligation of confidence to the Company.



 




    9


     


    

 


		b.	Non-Competition.
                                            With the exception that the Executive will not be bound by this paragraph if he is terminated
                                            for any reason by the Company prior to January 1, 2005 other than for Cause or in conjunction
                                            with a Change in Control, the Executive covenants and agrees that during the term of the
                                            Executive’s employment with the Company and for a period extending to the first (1st)
                                            anniversary of the Executive’s termination of employment for any reason (the “Restricted
                                            Period”), with respect to any jurisdiction in which the Company is engaged in business
                                            at the time of such termination, the Executive shall not, directly or indirectly, individually
                                            or jointly, own any interest in, operate, join, control or participate as a partner, director,
                                            principal, officer, or agent of, enter into the employment of, act as a consultant to, or
                                            perform any services for any entity (i) that engages in business activities which are materially
                                            competitive with the Company, or (ii) in which any such relationship with the Executive would
                                            result in the inevitable use or disclosure of Confidential Information. Notwithstanding anything
                                            herein to the contrary, this paragraph 7(b) shall not prevent the Executive from acquiring
                                            as an investment securities representing not more than three percent (3%) of the outstanding
                                            voting securities of any publicly-held corporation.



 


		c.	Non-Solicitation;
                                            Non-Interference. With the exception that the Executive will not be bound by this paragraph
                                            if he is terminated for any reason by the Company prior to January 1, 2005 other than for
                                            Cause or in conjunction with a Change in Control, during the Restricted Period, the Executive
                                            shall not, directly or indirectly, for his own account or for the account of any other individual
                                            or entity. nor shall he assist any person or entity to (i) encourage, solicit or induce,
                                            or in any manner attempt to solicit or induce, any person employed by, as agent of, or a
                                            service provider to, the Company to terminate such person’s employment, agency or service,
                                            as the case may be. with the Company; or (ii) divert, or attempt to divert, any person, concern,
                                            or entity from doing business with the Company or any of its subsidiaries, or attempt to
                                            induce any such person, concern or entity to cease being a customer or supplier of the Company.



 


		d.	Return
                                            of Documents. In the event of the termination of the Executive’s employment for
                                            any reason, the Executive shall deliver to the Company all of (i) the property of the Company,
                                            and (ii) the documents and data of any nature and in whatever medium of the Company, and
                                            he shall not take with him any such property, documents or data or any reproduction thereof,
                                            or any documents containing or pertaining to any Confidential Information.



 


		e.	Works
                                            for Hire. The Executive agrees that the Company shall own all right, title and interest
                                            (including patent rights, copyrights, trade secret rights, mask work rights and other rights
                                            throughout the world) in any inventions, works of authorship, mask works, ideas or information
                                            made or conceived or reduced to practice, in whole or in part, by Executive (either alone
                                            or with others) during the term of the Executive’s employment with the Company (“Developments”);
                                            provided, however, that the Company shall not own Developments for which no equipment, supplies,
                                            facility, trade secret information or Confidential Information of the Company was used and
                                            which were developed entirely on Executive’s time, and which do not relate (A) to the
                                            business of the Company or its affiliates, or (B) to the Company’s actual or demonstrably
                                            anticipated research or development. Subject to the foregoing, the Executive will promptly
                                            and fully disclose to the Company, or any persons designated by it, any and all Developments
                                            made or conceived or reduced to practice or learned by the Executive, either alone or jointly
                                            with others during the term of the Executive’s employment with the Company. The Executive
                                            hereby assigns all right, title and interest in and to any and all of these Developments
                                            to the Company. The Executive agrees to assist the Company, at the Company’s expense,
                                            to further evidence, record and perfect such assignments, and to perfect, obtain, maintain,
                                            enforce, and defend any rights specified to be so owned or assigned. The Executive hereby
                                            irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act
                                            for and on the Executive’s behalf to execute and file any document and to do all other
                                            lawfully permitted acts to further the purposes of the foregoing with the same legal force
                                            and effect as if executed by the Executive. In addition, and not in contravention of any
                                            of the foregoing, the Executive acknowledges that all original works of authorship which
                                            are made by him (solely or jointly with others) within the scope of employment and which
                                            are protectable by copyright are “works made for hire,” as that term is defined
                                            in the United States Copyright Act (17 USC Sec. 101). To the extent allowed by law, this
                                            includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
                                            that may be known as or referred to as “moral rights.” To the extent the Executive
                                            retains any such moral rights under applicable law; the Executive hereby waives such moral
                                            rights and consents to any action consistent with the terms of this Agreement with respect
                                            to such moral rights, in each case, to the full extent of such applicable law. The Executive
                                            will confirm any such waivers and consents from time to time as requested by the Company.



 




    10


     


    

 


		f.	Blue
                                            Pencil. If any court of competent jurisdiction shall at any time deem the duration or
                                            the geographic scope of any of the provisions of this paragraph 7 unenforceable, the other
                                            provisions of this paragraph 7 shall nevertheless stand and the duration and/or geographic
                                            scope set forth herein shall be deemed to be the longest period and/or greatest size permissible
                                            by law under the circumstances, and the parties hereto agree that such court shall reduce
                                            the time period and/or geographic scope to permissible duration or size.



 


		g.	Injunctive
                                            Relief. Without intending to limit the remedies available to the Company, the Executive
                                            acknowledges that a breach of any of the covenants contained in this paragraph 7 may result
                                            in material irreparable injury to the Company or its subsidiaries or affiliates for which
                                            there is no adequate remedy at law, that it will not be possible to measure damages for such
                                            injuries precisely and that, in the event of such a breach or threat thereof, the Company
                                            shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent
                                            injunction, without the necessity of proving irreparable harm or injury as a result of such
                                            breach or threatened breach of this paragraph 7, restraining the Executive from engaging
                                            in activities prohibited by this paragraph 7 or such other relief as may be required specifically
                                            to enforce any of the covenants in this paragraph 7. Notwithstanding any other provision
                                            to the contrary, the Restricted Period shall be tolled during any period of violation of
                                            any of the covenants in this paragraph 7(b) or (c) and during any other period required for
                                            litigation during which the Company seeks to enforce this covenant against the Executive
                                            if it is ultimately determined that such person was in breach of such covenants.



 


		8.	Executive
                                            Representations. The Executive represents that:



 


		a.	Executive
                                            is entering into this Agreement voluntarily and that his employment hereunder and compliance
                                            with the terms and conditions hereof will not conflict with or result in the breach by him
                                            of any agreement to which he is a party or by which he may be bound;



 


		b.	he
                                            has not, and in connection with his employment with the Company will not, violate any non-solicitation
                                            or other similar covenant or agreement by which he is or may be bound; and



 


		c.	in
                                            connection with his employment with the Company he will not use any confidential or proprietary
                                            information he may have obtained in connection with employment with any prior employer.



 


The
Executive shall indemnify and hold the Company harmless for any losses incurred as a result of any actions, claims or demands arising
out of, or with respect to, any inaccuracy of the representations contained in this paragraph 8, and if any such action, claim or demand
is instituted, the Executive promises to pay all costs and expenses, including reasonable attorney’s fees, incurred in connection
with such action, claim or demand.


 


		9.	Indemnification
                                            of the Executive. In addition to any rights to indemnification to which the Executive
                                            is entitled under the Company’s Articles of Incorporation or By-laws, the Company shall
                                            fully indemnify the Executive at all times during and after the term of this Agreement, on
                                            a current basis, for any and all claims arising out of or relating to the Executive’s
                                            performance of his duties under this Agreement to the maximum extent permitted by law, and
                                            will pay all expenses, costs, and attorneys’ fees associated with the Executive’s
                                            defense of any indemnifiable claim hereunder as such fees and costs are incurred, provided
                                            that the Executive shall not be indemnified with respect to matters to which he has (a) not
                                            acted based upon a good faith belief that his conduct was in the best interests of the Company,
                                            (b) acted with gross negligence (for reasons other than an inability to perform caused by
                                            a documented physical or mental condition) or willful misconduct, or (c) been convicted of
                                            a felony.



 




    11


     


    

 


		10.	Taxes.
                                            Notwithstanding anything contained herein to the contrary, all payments made under this Agreement
                                            shall be subject to withholding for all applicable taxes, including but not limited to income,
                                            employment and social insurance taxes, as shall be required by law.



 


		11.	Miscellaneous.



 


		a.	All
                                            notices, requests, demands and other communications which are required or permitted hereunder
                                            shall be in writing and shall be deemed to have been duly given (i) when delivered personally,
                                            (ii) one business day after being deposited with a reputable, nationally known overnight
                                            delivery service for service the next business day, or (iii) upon receipt after having been
                                            mailed by registered or certified mail, postage prepaid and return receipt requested; in
                                            each case addressed to the relevant address below or to such address as either party may
                                            hereafter designate by written notice to the other party in accordance herewith.



 


	 	If
    to the Executive:	Robert
    E. Dudley, Ph.D.
	 	 	 
	 	With
    a Copy to:	Joan
    M. Eagle 
	 	 	Michael,
    Best & Friedrich, LLP
	 	 	401
    N. Michigan Avenue 
	 	 	Suite
    1900 
	 	 	Chicago,
    IL 60611 
	 	 	 
	 	If
    to the Company:	Clarus
    Therapeutics, Inc.
	 	 	500
    Skokie Boulevard, Suite 250 
	 	 	Northbrook,
    IL 60062


 


		b.	This
                                            Agreement shall be governed and construed in accordance with the laws of the State of Illinois
                                            without regard to its principles regarding choice of law. The parties hereto consent to venue
                                            in the courts of the State of Illinois or in the Federal courts sitting in the State of Illinois
                                            with respect to any dispute regarding the subject matter hereof.



 


		c.	This
                                            Agreement supersedes any and all earlier oral or written agreements relating to the subject
                                            matter hereof and constitutes the entire agreement of the parties relating to the subject
                                            matter hereof.



 


		d.	The
                                            invalidity, illegality or unenforceability of any provision of this Agreement shall not in
                                            any way affect, impair or render unenforceable any other provision of this Agreement, all
                                            of which shall remain in full force and effect.



 


		e.	This
                                            Agreement may not be amended or modified except by a document signed by the Executive and
                                            an authorized representative of the Company’s Board of Directors which specifically
                                            states that it is amending this Agreement.



 




    12


     


    

 


		f.	This
                                            Agreement shall not be assignable by either party without the written consent of the other
                                            party; provided, however, that upon written notice to the Executive, the Company may assign
                                            this Agreement to any corporation or entity which acquires all or substantially all of the
                                            assets of or succeeds to the business of the Company (a “Successor Employer”),
                                            whether through a Change in Control or otherwise, and that upon any such assignment, such
                                            Successor Employer shall assume and become bound by all obligations of the Company herein,
                                            including but not limited to those described in paragraphs 5 and 6 above. Subject to the
                                            foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
                                            and their respective heirs, personal representatives, successors and assigns.



 


		g.	The
                                            headings in this Agreement are for convenience only and shall not affect the meaning of its
                                            terms.



 


		h.	The
                                            signatories below on behalf of the Company have the full legal authority to bind the Company
                                            to all of the terms of this Agreement.



 




    13


     


    

 


	CLARUS
    THERAPEUTICS, INC.	 
	 	 
	By:	 /s/ Robert E. Dudley	 
	 	Robert E. Dudley	 
	 	Founder	 
	 	 
	Dated: 	13 February 2004	 
	 	 
	By: 	/s/ James E. Thomas	 
	 	James E. Thomas 	 
	 	Chairman 	 
	 	 
	Dated: 	13 February 2004	 


 




    14


     


    

 


December
15, 2004


 


Clarus
Therapeutics, Inc.

500 Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics, Inc. (“Clarus”) and Robert E Dudley,
Ph.D. (the “Employment Agreement”)


 


Gentlemen:


 


Section
4a of the above referenced Employment Agreement provides that I will receive a base salary of $21,250.00 per month, payable semi-monthly.
This letter agreement hereby amends such provision to reflect our mutual agreement to defer an aggregate amount of $60,000 of such base
salary for the period from January 1, 2005, through and until May 31, 2005 as follows. Each month during such period, $12,000 of such
base salary will be deferred.


 


On
May 31, 2005, you and I agree that I will receive from Clarus, in full and complete satisfaction of, and as consideration for, such salary
deferral, an unsecured convertible promissory note in the principal amount of $60,000, some or all of which, along with accrued and unpaid
interest may be converted into shares of Clarus’ Series A Convertible Preferred Stock (the “Preferred Shares”) in accordance
with all of the terms and conditions set forth in the note in the form of Exhibit A which is attached hereto.


 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D.


 




     


     


    

 


July
12, 2005


 


Clarus
Therapeutics. Inc.

500 Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics, Inc. (“Clarus”) and Robert E Dudle,.
Ph.D. (the “Employment Agreement”)


 


Gentlemen:


 


Section
4a of the above referenced Employment Agreement provides that I will receive a base salary of $21,250.00 per month, payable semi-monthly.
By letter agreement dated as of December 15. 2004, you and I agreed to amend such provision to reflect our mutual agreement to defer
an aggregate amount of $60,000 of such base salary from the period from January 1, 2005. through and until May 31, 2005, all as set forth
in that certain letter agreement (the “Amendment to Employment Agreement” or the “Amendment”). This letter agreement
hereby further amends such provision to reflect our mutual agreement to defer an additional aggregate amount of $60,000 of such base
salary for the period from July 1, 2005, through and until November 30, 2005 as follows. Each month during such period, $12,000 of such
base salary will be deferred.


 


Said
Amendment to Employment Agreement also provided that on May 31, 2005, I would receive from Clarus, in full and complete satisfaction
of, and as consideration for, such salary deferral, an unsecured convertible promissory note in the principal amount of $60,000 (the
“Note”), some or all of which, along with accrued and unpaid interest could be converted into shares of Clarus’ Series
A Convertible Preferred Stock (the “Preferred Shares”) in accordance with all of the terms and conditions set forth in the
Note in the form of Exhibit A attached to the Amendment to Employment Agreement. Notwithstanding the terms of the Amendment, however,
I elected not to receive the Note on May 31, 2005.


 


On
November 30, 2005, you and I agree that I will receive from Clarus, if I so elect and at my sole discretion, in full and complete satisfaction
of, and as consideration for, the aggregate salary deferral referenced in this letter agreement and the salary deferral referenced in
the previous Amendment, an unsecured convertible promissory note in the principal amount of $120,000, some or all of which, along with
accrued and unpaid interest may be converted into the Preferred Shares in accordance with all of the terms and conditions set forth in
the note in the form of Exhibit A which is attached hereto.


 


In
the event that I elect not to receive the aforesaid unsecured convertible promissory note in the principal amount of $120,000, we agree
that no further consideration is due from Clarus to me as deferred compensation referenced herein or in the previous Amendment.


 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D.


 




     


     


    

 


January
25, 2006


 


Clarus
Therapeutics, Inc.

500 Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics, Inc. (“Clarus”) and Robert E Dudley,
Ph.D. (the “Employment Agreement”)


 


Gentlemen:


 


Section
4a of the above referenced Employment Agreement provides that I will receive a base salary of $21,250.00 per month, payable semi-monthly.
By letter agreement dated as of December 15, 2004 (the “Amendment to Employment Agreement”), and by a Second Amendment to
Employment Agreement dated July 12, 2005 (the “Second Amendment to Employment Agreement”), you and I agreed to amend such
provision to reflect our mutual agreement to defer an aggregate amount of $60,000 of such base salary for each of the periods from (a)
January 1, 2005, through and until May 31, 2005, and (b) July 1,2005, through and until November 30, 2005, all as set forth in the Amendment
to Employment Agreement and the Second Amendment to Employment Agreement. This letter agreement hereby further amends such provision
to reflect our mutual agreement to defer an additional aggregate amount of $12,000 of such base salary for the period from December 1,
2005, through and until December 31, 2005.


 


Said
Amendment to Employment Agreement and the Second Amendment to Employment Agreement also provided that on May 31, 2005, and on November
30, 2005, respectively, I would receive from Clarus, in full and complete satisfaction of, and as consideration for, such salary deferrals,
an unsecured convertible promissory note in the principal amount of $60,000 for each of the two deferral periods (the “Notes”),
for a total of $120,000, some or all of which, along with accrued and unpaid interest could be converted into shares of Clarus’
Series A Convertible Preferred Stock (the “Preferred Shares”) in accordance with all of the terms and conditions set forth
in the Note in the form of Exhibit A attached to the Amendment to Employment Agreement and to the Second Amendment to Employment Agreement.
Notwithstanding the terms of the Amendment to Employment Agreement and the Second Amendment to Employment Agreement, however, I elected
not to receive the Notes on May 31, 2005 and on November 30, 2005.


 


On
February 28, 2006, you and I agree that I will receive from Clarus, if I so elect and at my sole discretion, in full and complete satisfaction
of, and as consideration for, the aggregate salary deferral referenced in this letter agreement and the salary deferral referenced both
in the Amendment to Employment Agreement and the Second Amendment to Employment Agreement, an unsecured convertible promissory note in
the principal amount of $132,000, some or all of which, along with accrued and unpaid interest may be converted into the Preferred Shares
in accordance with all of the terms and conditions set forth in the note in the form of Exhibit A which is attached hereto.


 


In
the event that I elect not to receive the aforesaid unsecured convertible promissory note in the principal amount of $132,000, we agree
that no further consideration is due from Clarus to me as deferred compensation referenced herein or in either of the Amendment to Employment
Agreement or the Second Amendment to Employment Agreement.


 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D.


 




     


     


    

 


March
3, 2006


 


Clarus
Therapeutics, Inc.

500 Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics. Inc. (“Clarus”) and Robert E Dudley,
Ph.D. (the “Employment Agreement”)


 


Gentlemen:


 


Section
4a of the above referenced Employment Agreement provides that I will receive a base salary of $21,250.00 per month, payable semi-monthly.
By a letter agreement dated as of December 15, 2004 , a Second Amendment to Employment Agreement dated July 12, 2005 , and a Third Amendment
to Employment Agreement dated January 25, 2006 (collectively, all of which are referred to herein as the “Amendments to Employment
Agreement”), you and I agreed to amend such provision to reflect our mutual agreements to (i) defer an aggregate amount of $60,000
of such base salary for each of the periods from (a) January 1, 2005. through and until May 31, 2005, and (b) July 1, 2005, through and
until November 30, 2005, and (ii) defer an additional aggregate amount of $12,000 of such base salary for the period from December 1,
2005 through December 31, 2005, all as set forth in the Amendments to Employment Agreement. This letter agreement hereby further amends
such provision to reflect our mutual agreement to defer an additional aggregate amount of $40,000 of such base salary for the period
from February 1, 2006, through and until June 30, 2007.


 


Said
Amendments to Employment Agreement also provided that on May 31, 2005, November 30, 2005, and February 28, 2006, respectively, I would
receive from Clarus, in full and complete satisfaction of, and as consideration for, such salary deferrals, an unsecured convertible
promissory note in the principal amount of $60,000 for each of the first two deferral periods and $12,000 for the third deferral period
(the “Notes”), for a total of $132,000, some or all of which, along with accrued and unpaid interest could be converted into
shares of Clarus’ Series A Convertible Preferred Stock (the “Preferred Shares”) in accordance with all of the terms
and conditions set forth in the Note in the form of Exhibit A attached to the Amendments to Employment Agreement. Notwithstanding the
terms of the Amendments to Employment Agreement, however, I elected not to receive any Notes on May 31, 2005, November 30, 2005, or February
28, 2006.


 


On
or before June 30, 2007, you and I agree that I will receive from Clarus, if I so elect and at my sole discretion, in full and complete
satisfaction of, and as consideration for, the aggregate salary deferral referenced in this letter agreement and the salary deferral
referenced in the Amendments to Employment Agreement, one or more unsecured convertible promissory notes in the aggregate principal amount
of $172,000, some or all of which, along with accrued and unpaid interest may be converted into the Preferred Shares in accordance with
all of the terms and conditions set forth in the note in the form of Exhibit A which is attached hereto.


 


In
the event that I elect not to receive the aforesaid unsecured convertible promissory note(s) in the aggregate principal amount of $172,000,
we agree that no further consideration is due from Clams to me as deferred compensation referenced herein or in any of the Amendments
to Employment Agreement.


 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D


 




     


     


    

 


February
6, 2007


 


Clarus
Therapeutics, Inc.


 


500
Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Fifth Amendment to Employment Agreement Gentlemen:


 


Background


 


On
March 3, 2006, I entered into that certain letter agreement (the “Fourth Amendment to Employment Agreement”), which references
three previous amendments to that certain Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics, Inc. (“Clarus”)
and Robert E. Dudley, Ph.D. (the “Employment Agreement”) (the first Amendment to Employment Agreement dated December 15,
2004. hereinafter, the “Amendment to Employment Agreement”) and further amends said Employment Agreement.


 


The
Fourth Amendment to Employment Agreement provides that I will receive from Clarus, if I so elect and at my sole discretion, on June 30,
2007, in full and complete satisfaction of. and as consideration for the aggregate salary deferral referenced therein and in the three
previous amendments to the Employment Agreement, an unsecured convertible promissory note in the principal amount of $172,000, some or
all of which, along with accrued and unpaid interest may be converted into shares of Clarus’ Series A Convertible Preferred Stock
(the “Series A Shares”) in accordance with all of the terms and conditions set forth in the note in the form of Exhibit A
attached to the Amendment to Employment Agreement (the “Note”). Accordingly, at my sole option, I may elect to receive one
or more Notes in the aggregate amount of $172,000 on or before June 30, 2007.


 


In
another letter agreement dated August 2, 2006, (the “Side Letter Agreement”) we agreed, among other things, that if, I elect
to receive one or more Notes up to an aggregate amount of $172,000, I will immediately provide written notice to Clarus under, and in
accordance with, the terms of the Note to convert all of the principal amount and then accrued and unpaid interest under the Note into
shares of Series A Convertible Preferred Stock in accordance with all of the terms of the Note.


 


Agreement


 


The
purpose of this Agreement is to replace the form of the Note previously agreed to and which was attached to the Fourth Amendment to Employment
Agreement as Exhibit A thereto with the revised form of Unsecured Convertible Promissory Note in the form of Appendix A which is attached
hereto (the “Revised Note”), which provides for the conversion of all principal and accrued and unpaid interest into shares
of Clarus” Series B Convertible Preferred Stock (in lieu of the Series A Shares which were contemplated by the Fourth Amendment
to Employment Agreement). Accordingly, the Side Letter Agreement is amended as well such that all references therein to Note(s) therein
shall be deemed to refer to the Revised Note(s) and all references to Series A Convertible Preferred Stock shall be deemed to refer to
Series B Convertible Preferred Stock.


 




     


     


    

 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D.


 


Accepted
and Agreed


As
of the date written above.


 


	CLARUS
    THERAPEUTICS, INC.	 
	 	 	 
	By:	/s/
    Steven A. Bourne	 
	 	 	 
	Its:	CFO	 


 




     


     


    

 


June
28, 2007


 


Clarus
Therapeutics, Inc.

500 Skokie Boulevard

Suite 250

Northbrook, Illinois 60062


 


Re:
Fifth Amendment to Employment Agreement


 


Gentlemen:


 


Background


 


On
February 6, 2007, I entered into that certain letter agreement (the “Fifth Amendment to Employment Agreement”), which references
four previous amendments to that certain Employment Agreement dated as of February 13, 2004, between Clarus Therapeutics, Inc. (“Clarus”)
and Robert E. Dudley, Ph.D. (the “Employment Agreement”) (the first Amendment to Employment Agreement dated December 15,
2004, hereinafter, the “Amendment to Employment Agreement”) and further amends said Employment Agreement.


 


The
Fifth Amendment to Employment Agreement, as modified by a letter agreement dated August 2, 2006 (the “Side Letter Agreement”),
provides that I will receive from Clarus, if I so elect and at my sole discretion, on June 30, 2007 (the “Payment Date”),
in full and complete satisfaction of, and as consideration for the aggregate salary deferral referenced therein and in the four previous
amendments to the Employment Agreement, an unsecured convertible promissory note in the principal amount of $172,000, and on such Payment
Date I will immediately provide written notice to Clarus under, and in accordance with, the terms of the note in the form of Exhibit
A attached to the Fifth Amendment to Employment Agreement (the “Note”) to convert all of the principal amount and then accrued
and unpaid interest under the Note into shares of Series B Convertible Preferred Stock in accordance with all of the terms of the Note.


 


Agreement


 


The
purpose of this Agreement is to extend the Payment Date from June 30, 2007 to December 31, 2007 and to replace the form of the Note previously
agreed to and which was attached to the Fifth Amendment to Employment Agreement as Exhibit A thereto with the revised form of Unsecured
Convertible Promissory Note in the form of Appendix A which is attached hereto (the “Revised Note”), which provides for the
conversion of all principal and accrued and unpaid interest into shares of Clarus’ Series B Convertible Preferred Stock on December
31, 2007 (instead of June 30, 2007).


 


Accordingly,
the Side Letter Agreement is amended as well such that all references therein to Note(s) therein shall be deemed to refer to the Revised
Note(s).


 




     


     


    

 


	 	By:	/s/
    Robert E. Dudley
	 	 	Name:
    Robert E. Dudley, Ph.D.


 


Accepted
and Agreed


As
of the date written above.


 


CLARUS
THERAPEUTICS, INC.


 


	By:	/s/
    Steven A. Bourne	 
	 	 	 
	Its:	CFO	 


 




     


     


    

 


AMENDMENT
TO

EXECUTIVE EMPLOYMENT AGREEMENT


 


This
AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT, dated December 30, 2008, is by and between CLARUS THERAPEUTICS, INC., a Delaware corporation
(the “Company”), and Robert E. Dudley, Ph.D. (the “Executive”).


 


WHEREAS,
the Company and the Executive entered into an executive employment agreement dated February 13, 2004 (the “Agreement”); and


 


WHEREAS,
the parties desire to amend the Agreement to comply with and meet the requirements of the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended.


 


NOW,
THEREFORE, the Company and the Executive, each intending to be legally bound hereby, do mutually covenant and agree as follows:


 


1.
Section 4(g) of the Agreement is hereby amended by deleting it in its entirety.


 


2.
Section 5(b)(ii) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“If
the Company terminates this Agreement without Cause within twelve (12) months following a Change in Control, then in addition to any
benefits he may be entitled to receive under law or regulation or under paragraph 4(c) above, the Executive shall be entitled to receive
from the Company, without any duty to mitigate, a severance package consisting of: (A) a lump-sum payment equal to twelve (12) months
of the Executive’s then-current annual base salary such amount to be paid 37 days after termination of employment; (B) payment
on a monthly basis of the first twelve (12) months of premiums incurred by the Executive and his eligible dependents in continuing his
health benefits under the Company’s group medical plan pursuant to COBRA or similar state law, as applicable, so long as the Executive
elects and is eligible for such continued coverage (or, if the Company has not yet secured such group medical coverage, payment on a
monthly basis of the actual costs incurred by the Executive to obtain medical coverage comparable to that he had immediately before he
left the last job he held before joining the Company, for a period of twelve (12) months after his termination of employment); (C) payment
of outstanding expenses otherwise subject to reimbursement hereunder in accordance with the Company’s expense reimbursement policies;
(D) a prorated portion of any annual bonus that would otherwise have been awarded to Executive for services rendered to the Company up
to the date of termination, if any, such amount to be paid 37 days after termination of employment; and (E) Company-paid executive-level
outplacement services for up to twelve (12) months after the effective date of the Executive’s termination at a cost of no more
than $30,000.00 or until he obtains other comparable employment, whichever occurs first.”


 




     


     


    

 


3.
Section 5(b)(iii) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“If
the Company terminates this Agreement without Cause after January 1, 2005 other than within twelve (12) months following a Change in
Control, then in addition to any benefits he may be entitled to receive under law or regulation or under paragraph 4(c) above, the Executive
shall be entitled to receive from the Company, without any duty to mitigate, a severance package consisting of: (A) a lump-sum payment
equal to twelve (12) months of the Executive’s then-current annual base salary, such amount to be paid 37 days after termination
of employment; (B) payment on a monthly basis of the first twelve (12) months of premiums incurred by the Executive and his eligible
dependents in continuing his health benefits under the Company’s group medical plan pursuant to COBRA or similar state law, as
applicable, so long as the Executive elects and is eligible for such continued coverage (or, if the Company has not yet secured such
group medical coverage, payment on a monthly basis of the actual costs incurred by the Executive to obtain medical coverage comparable
to that he had immediately before he left the last job he held before joining the Company, for a period of twelve (12) months after his
termination of employment); (C) payment of outstanding expenses otherwise subject to reimbursement hereunder in accordance with the Company’s
expense reimbursement policies; (D) a prorated portion of any annual bonus that would otherwise have been awarded to Executive for services
rendered to the Company up to the date of termination, if any, such amount to be paid 37 days after termination of employment; and (E)
Company-paid executive-level outplacement services for up to twelve (12) months after the effective date of the Executive’s termination
at a cost of no more than $30,000.00 or until he obtains other comparable employment, whichever occurs first.”


 


4.
Section 5(b)(v) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“As
a condition to his entitlement to a severance package under subparagraph 5(b)(ii) or 5(b)(iii) above, the Executive will sign a general
release of claims in favor of the Company and its affiliates which also acknowledges his obligation to abide by the provisions set forth
in Section 7 herein within 30 days after his termination of employment. If the Executive fails to sign such release or otherwise revokes
such release, no additional severance payments shall be made to the Executive and any payments already made shall be subject to collection
by the Company.”


 


5.
Section 6(a)(ii) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“As
used herein, “Good Reason” shall exist if any of the following occurs without the Executive’s advance written consent:


 


		(A)	the
                                            Company causes a material diminution in the Executive’s duties or responsibilities;



 




     


     


    

 


		(B)	the
                                            Company causes a material diminution in the Executive’s base salary; or



 


		(C)	the
                                            Company materially breaches this Agreement;



 


provided
that (i) the Executive provides written notice to the Company that describes in reasonable detail the facts and circumstances of such
Good Reason event within 30 days of the occurrence; (ii) the Company fails to cure such Good Reason event within thirty (30) days after
the Executive gives such notice and (iii) the Executive voluntarily terminates his employment with the Company within 60 days after the
end of the cure period if such event is not cured.”


 


6.
Section 6(a)(iv) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“As
a condition to his entitlement to a severance package under paragraph 6(a)(iii) above, the Executive will sign a general release of claims
in favor of the Company and its affiliates which also acknowledges his obligation to abide by the provisions set forth in Section 7 herein
within 30 days after his termination of employment. If the Executive fails to sign such release or otherwise revokes such release no
additional severance payments shall be made to the Executive and any payments already made shall be subject to collection by the Company.”


 


7.
Section 11 of the Agreement is hereby amended by inserting the following new subsection (g) immediately following subsection (f)
thereof and renumbering the remaining subsections accordingly:


 


“(g)
The parties intend that this Agreement will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A
of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties
agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section
409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional
cost to either party. The Company makes no representation or warranty and shall have no liability to the Executive or any other person
if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not
satisfy an exemption from, or the conditions of, such Section.”


 


8.
The Agreement otherwise remains in full force and effect as to all other provisions under said Agreement.


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	 	CLARUS
    THERAPEUTICS, INC.
	 	 	 
	 	By:
    	/s/
    Alex Zisson
	 	 	Name: 	Alex Zisson 
	 	 	Title: 	Board Member, Compensation Committee 
	 	 	 
	 	By:
    	/s/
    Michael Wasserman
	 	 	Name: 	Michael Wasserman 
	 	 	Title: 	Board Member, Compensation Committee 
	 	 	 
	 	/s/ Steven A. Bourne
	 	Steven A. Bourne, CPA
	 	 	 
	 	/s/ Robert E. Dudley
	 	Robert E. Dudley, Ph.D 


 


[Signature
Page to Employment Offer Letter Amendment]