Employee
Name: Wayne Morges, Ph.D.

    
       

    

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into this April
18, 2008 by and between Wayne Morges (the “Executive”) and PharmAthene, Inc., a Delaware
corporation (the “Company”).

    
       

    

    WITNESSETH:

     

    WHEREAS, the Company desires
to employ the Executive and the Executive desires to accept employment with the
Company subject to the terms and conditions herein agreed upon:

     

    NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:

     

    
      	
              1.

            	
              Employment; Term. The
      Company hereby agrees to employ the Executive and the Executive hereby
      accepts employment with the Company upon the terms and conditions
      hereinafter set forth for the period commencing on April 18,2008 (the
      “Effective
      Date”) and ending on the first
      anniversary of such date. The term of this Agreement shall be
      automatically extended for an additional year on each anniversary of the
      date hereof unless written notice of non-extension is provided by either
      party to the other party at least 90 days prior to such anniversary. The
      period of the Executive’s
      employment under this Agreement, as it may be terminated or extended from
      time to time as provided herein is referred to as the “Employment
      Period.”

            


    

     

    
      	
              2. 

            	
              Position
      and Duties.

            


    

     

    
      	
               
      

            	
              a.

            	
              Position and Duties Generally.
      The Executive shall be employed by the Company in the position of
      Vice President, Regulatory Affairs and Quality and shall faithfully render
      such executive, managerial, administrative and other services as are
      customarily associated with and incident to such position and as the
      Company may from time to time reasonably require consistent with such
      position. The Executive shall report to the President and CEO, David P.
      Wright.

            


    

     

    
      	
               
      

            	
              b.

            	
              Other Positions. The
      Executive shall hold such other positions and executive offices with the
      Company and/or of any of the Company’s
      subsidiaries or affiliates as may from time to time be authorized by the
      Board. The Executive shall not be entitled to any compensation other than
      the compensation provided for herein for serving during the Employment
      Period in any other office or position of the Company or any of its
      subsidiaries or affiliates, unless the Compensation Committee specifically
      approves such additional
compensation.

            


    

     

    
      	
               
      

            	
              c.

            	
              Devotion
      to Employment. Except for vacation time taken in accordance with
      the Company’s vacation policy in effect from time to time and in
      accordance with the terms of this Agreement and for absences due to
      temporary illness, the Executive shall be a full-time employee of the
      Company and shall devote full time, attention and efforts during the
      Employment Period to the business of the Company and the duties required
      of him in his position. During the Employment Period, the Executive shall
      not be engaged in any other business activity which, in the reasonable
      judgment of the
      Board or its designee, conflicts with the duties of the Executive
      hereunder, whether or not such activity is pursued for gain, profit or
      other pecuniary
advantage.

            


    

     

    
      Page
1 of 10

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
              3. 

            	
              Compensation;
      Reimbursement.

            


    

     

    
      	
               
      

            	
              a.

            	
              Base Salary. For the
      Executive’s services, the Company shall pay to the Executive an annual
      base salary of not less than $249,757.00 per annum, payable in equal
      periodic installments according to the Company’s customary payroll
      practices, but no less frequently than monthly. The Executive’s base
      salary shall be subject to review annually by the Compensation Committee
      and shall be subject to increase at the option and sole discretion of the
      Compensation Committee.

            


    

     

    
      
        	
              	
                b.

              	
                Bonus. The Executive
      shall be eligible to receive at the sole discretion of the Compensation
      Committee, an annual cash bonus of up to an additional 30% of the
      Executive’s base salary. In addition, the Executive may be eligible for
      additional bonuses at the option and sole discretion of the Compensation
      Committee based upon based upon the achievement of certain pre-determined
      performance milestones.

              


      

    

     

    
      	
            	
              c. 

            	
              Benefits
      Generally.

            


    

     

    
      	
               
      

            	
              i.

            	
              In
      addition to the salary and cash bonus described above, the Executive shall
      be entitled during the Employment Period to participate in such employee
      benefit plans and programs of the Company, and shall be entitled to such
      other fringe benefits, as are from time to time made available by the
      Company generally to employees of the level, position, tenure, salary,
      age, health and other qualifications of the Executive including, without
      limitation, medical, dental and vision insurance coverage for the
      Executive and the Executive’s dependents, disability, death benefit and
      life insurance and pension plans.

            


    

     

    
      	
               
      

            	
              ii.

            	
              Without
      limiting the generality of the foregoing, the Executive shall be eligible
      for such awards, if any, including stock and stock options under the
      Company’s 2007 Long-Term Incentive Plan or such other plan as the Company
      may from time to time put into effect as shall be granted to the Executive
      by the Compensation Committee or other appropriate designee of the Board
      acting in its sole discretion.

            


    

     

    
      	
               
      

            	
              iii.

            	
              The
      Executive acknowledges and agrees that the Company does not guarantee the
      adoption or continuance of any particular employee benefit plan and
      participation by the Executive in any such plan or program shall be
      subject to the rules and regulations applicable
  thereto.

            


    

     

    
      	
               
      

            	
              d.

            	
              Vacation. The Executive
      shall be entitled to 20 days of vacation in each calendar
      year.

            


    

     

    Page 2 of 10

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
               
      

            	
              e.

            	
              Expenses. The Company
      shall reimburse the Executive in accordance with the practices in effect
      from time to time for other officers or staff personnel of the Company for
      all reasonable and necessary business and travel expenses and other
      disbursements incurred by the Executive for or on behalf of the Company in
      the performance of the Executive’s duties hereunder, upon presentation by
      the Executive to the Company of appropriate supporting
      documentation.

            


    

     

    
      	
               
      

            	
              f.

            	
              Perquisites. The
      Executive shall be entitled to those perquisites as the Company shall make
      available from time to time to other executive officers of the Company,
      which shall include, without limitation, the costs associated with the use
      of an automobile in an amount not to exceed $1,000 per month and the costs
      for Executive’s use of a cellular telephone and personal digital assistant
      to the extent such equipment is used for business
  purposes.

            


    

     

    
      	
              4.

            	
              Death; Disability. In
      the event that the Executive dies or is incapacitated or disabled by
      accident, sickness or otherwise, so as to render the Executive mentally or
      physically incapable of performing the services required to be performed
      by the Executive under this Agreement for a period that would entitle the
      Executive to qualify for long-term disability benefits under the Company’
      s then-current long-term disability insurance program or, in the absence
      of such a program, for a period of 120 consecutive days or longer (such
      condition being herein referred to as a “Disability”) then (i) in the case of the
      Executive’s death, the Executive’s employment shall be deemed to terminate
      on the date of the Executive’s death and (ii) in the case of a Disability,
      the Company, at its option, may terminate the employment of the Executive
      under this Agreement immediately upon giving the Executive notice to that
      effect. The determination to terminate the Executive in the event of a
      Disability shall be made by the Board or the Board’s designee. In the case
      of a Disability, until the Company shall have terminated the Executive’s
      employment hereunder in accordance with the foregoing, the Executive shall
      be entitled to receive compensation provided for herein notwithstanding
      any such physical or mental
disability.

            


    

     

    
      	
              5.

            	
              Termination For Cause.
      The Company may terminate the employment of the Executive hereunder
      at any time during the Employment Period for “cause” (such termination
      being herein referred to as a “Termination
      for Cause”) by giving the Executive notice
      of such termination, which termination shall be effective on the date of
      such notice or such later date as may be specified by the Company. For
      purposes of this Agreement, “Cause” means (i) the
      Executive’s willful and substantial misconduct that is materially
      injurious to the Company and is either repeated after written notice from
      the Company specifying the misconduct or is continuing and not corrected
      within 20 days after written notice form the Company specifying the
      misconduct, (ii) the Executive’s repeated neglect of duties or failure to
      act which can reasonably be expected to affect materially and adversely
      the business or affairs of the Company after written notice from the
      Company specifying the neglect or failure to act, (iii) the Executive’s
      material breach of any of the agreements contained in Sections 11, 12, 13
      or 14 hereof or of any of the Company’s policies, (iv) the commission by
      the Executive of any material fraudulent act with respect to the business
      and affairs of the Company, (v) the Executive’s conviction of (or plea of
      nolo contendere to) a crime constituting a felony, (vi) demonstrable gross
      negligence, or (vii) habitual insobriety or use of illegal drugs by the
      Executive while performing the Executive’s duties under this Agreement
      which adversely affects the Executives Performance of the Executive’s
      duties under this Agreement.

            


    

     

    Page 3 of 10

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
              6.

            	
              Termination Without Cause.
      The Company may terminate the employment of the Executive hereunder
      at any time without “cause” or fail to extend this Agreement pursuant to
      the terms hereof (such termination being herein referred to as “Termination
      Without Cause”) by giving the Executive notice
      of such termination, upon the giving of which such termination shall take
      effect not later than 30 days from the date such notice is
      given.

            


    

     

    
      
        	
                7.

              	
                Voluntary Termination by
      Executive. Any termination of the employment of the Executive by
      the Executive otherwise than as a result of death or Disability or for
      Good Reason (as defmed below) (such termination being herein referred to
      as “Voluntary
      Termination”). A Voluntary Termination will
      be deemed to be effective immediately upon such
    termination.

              


      

    

     

    
      	
              8.

            	
              Termination
      by Executive for Good Reason. Any termination of the employment of
      the Executive by the Executive for Good Reason which shall be deemed to be
      equivalent to a Termination without Cause. For purposes of this Agreement
      “Good
      Reason” means (i)
      any material breach by the Company of any of its obligations under this
      Agreement, (ii)
      any material reduction in the Executive’s duties, authority or
      responsibilities without the Executive’s consent, (iii) any assignment to
      the Executive of duties or responsibilities materially inconsistent with
      the Executive’s position and duties contained in this Agreement without
      the Executive’s consent, (iv) a relocation of the Company’s principal
      executive offices or the Company determination to require the Executive to
      be based anywhere other than within 25 miles of the location at which the
      Executive on the date hereof performs the Executive’s duties; (v) the
      taking of any action by the Company which would deprive the Executive of
      any material benefit plan (including, without limitation, any medical,
      dental, disability or life insurance); or (vi) the failure by the Company
      to obtain the specific assumption of this Agreement by any successor or
      assignee of the Company or any person acquiring substantially all of the
      Company’ s assets; provided, however, that the Executive may not terminate
      the Employment Period for Good Reason unless the Executive first provides
      the Company with written notice specifying the Good Reason and providing
      the Company with 20 days in which to remedy the stated
      reason.

            


    

     

    
      	
              9. 

            	
              Effect
      of Termination of Employment.

            


    

     

    
      	
            	
              a.  
      

            	
              Voluntary
      Termination; Termination For Cause. Upon the termination of the
      Executive’s employment as a result of the Executive’s Voluntary
      Termination or a Termination For Cause, the Executive shall not have any
      further rights or claims against the Company under this Agreement except
      the right to receive (i) the unpaid portion of the base salary provided
      for in Section 3(a) hereof, computed on a pro rata basis to the date of
      termination, (ii) payment of the Executive’s accrued but unpaid amounts
      and extension of applicable benefits in accordance with the terms of any
      incentive compensation, retirement, employee welfare or other employee
      benefit plans or programs of the Company in which the Executive is then
      participating in accordance with the terms of such plans or programs, and
      (iii) reimbursement for any expenses for which the Executive shall not
      have theretofore been reimbursed as provided in Section 3
      hereof.

            


    

     

    Page 4 of
10


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
               
      

            	
              b.

            	
              Termination Without Cause;
      Termination for Good Reason. Upon the termination of the
      Executive’s employment as a result of a Termination Without Cause or for
      Good Reason, the Executive shall not have any further rights or claims
      against the Company under this Agreement except the right to receive (i)
      the payments and other rights provided for in Section 9(a) hereof and (ii)
      severance payments in the form of a continuation of the Executive’ s base
      salary as in effect immediately prior to such termination for a period of
      6 (six) months following the effective date of such termination. To the
      extent that severance payments shall be payable under this Agreement such
      payments shall be in consideration for and only after the Executive
      executes a General Release containing terms reasonably satisfactory to the
      Company.

            


    

     

    
      	
               
      

            	
              c.

            	
              Death and Disability.
      Upon the termination of the Executive’s employment as a result of
      death or Disability, neither the Executive nor the Executive’s
      beneficiaries or estate shall have any further rights or claims against
      the Company under this Agreement except the right to receive the payments
      and other rights provided for in Section 9(a)
  hereof.

            


    

     

    
      	
               
      

            	
              d.

            	
              Forfeiture of Rights. In
      the event that, subsequent to termination of employment hereunder, the
      Executive (i) breaches any of the provisions of Sections 11, 12, 13 or 14
      hereof or (ii) makes or facilitates the making of any adverse public
      statements or disclosures with respect to the business or securities of
      the Company, all payments and benefits to which the Executive may
      otherwise have been entitled shall immediately terminate and be forfeited,
      and any portion of such amounts as may have been paid to the Executive
      shall forthwith be returned to the
Company.

            


    

     

    
      	
              10.
      

            	
              Disclosure
      of Confidential Information. The Executive shall not, directly or
      indirectly, at any time during or after the Employment Period, disclose to
      any person, firm, Corporation or other business entity, except as required
      by law, or use for any purpose except in the good faith performance of the
      Executive’s duties to the Company, any Confidential Information (as herein
      defined). For purposes of this Agreement, “Confidential
      Information”means
      all trade secrets and other non-public Information of a business,
      financial, marketing, technical or other nature pertaining to the Company
      or any subsidiary, including information of others that the Company or any
      subsidiary has agreed to keep confidential; provided, however, that
      Confidential Information shall not include any information that has
      entered or enters the public domain (other than through breach of the
      Executive’s obligations under this Agreement) or which the Executive is
      required to disclose by law or legal process. Upon the Company’ s request
      at any time, the Executive shall immediately deliver to the Company all
      materials in the Executive’s possession which contain Confidential
      Information.

            


    

     

    Page 5 of 10


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
              11. 

            	
              Restrictive
      Covenant.

            


    

     

    
      	
               
      

            	
              a.

            	
              Term of Restrictive Covenant.
      The Executive hereby acknowledges and recognizes that, during the
      Employment Period, the Executive shall be privy to trade secrets and
      Confidential Information critical to the Company’ s business and the
      Executive further acknowledges and recognizes that the Company would find
      it extremely difficult or impossible to replace the Executive and,
      accordingly, the Executive agrees that, in consideration of the benefits
      to be received by the Executive hereunder, the Executive shall not, from
      and after the date hereof, throughout the Employment Period, and for a
      period of 12 months following the termination of the Employment Period (i)
      directly or indirectly engage in the development, production, marketing or
      sale of products that compete (or, upon commercialization, would compete)
      with products of the Company being developed (so long as such development
      has not been abandoned), marketed or sold at the time of the termination
      of the Employment Period (such business or activity being herein referred
      to as a “Competing
      Business”) whether such engagement shall
      be as an officer, director, owner, employee, partner, affiliate or other
      participant in any Competing Business, (ii) assist others in engaging in
      any Competing Business in the manner described in the foregoing clause
      (i), or (iii) induce other employees of the Company or any subsidiary
      thereof to terminate their employment with the Company or any subsidiary
      thereof or engage in any Competing Business or hire any employees of the
      Company or any subsidiary unless such persons have not been employees of
      the Company for at least 12 months.

            


    

     

    
      	
               
      

            	
              b.

            	
              Sufficient Consideration.
      The Executive understands that the foregoing restrictions may limit
      the ability of the Executive to earn a livelihood in a business similar to
      the business of the Company, but nevertheless believes that the Executive
      has received and shall receive sufficient consideration and other
      benefits, as an employee of the Company and as otherwise provided
      hereunder, to justify such restrictions which, in any event (given the
      education, skills and ability of the Executive), the Executive believes
      would not prevent the Executive from earning a
  living.

            


    

     

    
      
        	
                12.

              	
                Non-Disparagement. The Executive shall not engage in
      conduct, through word, act, gesture or other means, or
      disclose any information to the public or any third party
      which (i) directly
      or indirectly discredits or disparages in whole or in part
      the company, its subsidiaries, divisions, affiliates and/or successors as
      well as the products and the respective officers, directors, stockholders
      and employees of each of them; (ii) is detrimental to the reputation, character or
      Standing of these entities, their products or any of their respective
      officers, directors, stockholders and/or employees; or (iii) which generally reflects
      negatively on the management decisions, strategy or decision-making of
      these entities.

              


      

    

     

    Page 6 of 10


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      
        	
                13.

              	
                Company Right to Inventions.
      The Executive shall promptly disclose, grant and assign to the
      Company, for its sole use and benefit, any and all inventions,
      improvements, technical information and suggestions relating in any way to
      the business of the Company which the Executive may develop or acquire
      during the Employment Period (whether or not during usual working hours),
      together with all patent applications, letters patent, copyrights and
      reissues thereof that may at any time be granted for or upon any such
      invention, improvement or technical Information. In connection therewith:
      (i) the Executive shall, without charge, but at the expense of the
      Company, promptly at all times hereafter execute and deliver such
      applications, assignments, descriptions and other instruments as may be
      necessary or proper in the opinion of the Company to vest title to any
      such inventions, improvements, technical Information, patent applications,
      patents, copyrights or reissues thereof in the Company and to enable it to
      obtain and maintain the entire right and title thereto throughout the
      world, and (ii) the Executive shall render to the Company, at its expense
      (including a reasonable payment for the time involved in case the
      Executive is not then in its employ), all such assistance as it may
      require in the prosecution of applications for said patents, copyrights or
      reissues thereof, in the prosecution or defense of interferences which may
      be declared involving any said applications, patents or copyrights and in
      any litigation in which the Company may be involved relating to any such
      patents, inventions, improvements or technical
  Information.

              


      

    

     

    
      
        	
                14.

              	
                Enforcement. It is the
      desire and intent of the parties hereto that the provisions of this
      Agreement be enforceable to the füllest extent permissible under the laws
      and public policies applied in each Jurisdiction in which enforcement is
      sought. Accordingly, to the extent that a restriction contained in this
      Agreement is more restrictive than permitted by the laws of any
      Jurisdiction where this Agreement may be subject to review and
      Interpretation, the terms of such restriction, for the purpose only of the
      Operation of such restriction in such Jurisdiction, shall be the maximum
      restriction allowed by the laws of such Jurisdiction and such restriction
      shall be deemed to have been revised accordingly
  herein.

              


      

    

     

    
      	
              15. 

            	
              Remedies;
      Survival.

            


    

     

    
      	
               
      

            	
              a.

            	
              Injunctive Relief. The
      Executive acknowledges and understands that the provisions of the
      covenants contained in Sections 11, 12, 13 and 14 hereof, the violation of
      which cannot be accurately compensated for in damages by an action at law,
      are of crucial importance to the Company, and that the breach or
      threatened breach of the provisions of this Agreement would cause the
      Company irreparable harm. In the event of a breach or threatened breach by
      the Executive of the provisions of Sections 11,12, 13 or 14 hereof, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein contained shall be construed as prohibiting
      the Company from pursuing any other remedies available for any breach or
      threatened breach of this
Agreement.

            


    

     

    
      	
               
      

            	
              b.

            	
              Survival.
      Notwithstanding anything contained in this Agreement to the
      contrary, the provisions of the Sections 3, 9, and 11 through 17 hereof
      shall survive the expiration or earlier termination of this Agreement
      until, by their terms, such provisions are no longer
      operative.

            


    

     

    
      
        	
                16.

              	
                Notices. Notices and
      other communications hereunder shall be in writing and shall be delivered
      personally or sent by air courier or first class certified or registered
      mail, return receipt requested and postage prepaid, addressed as
      follows:

              


      

    

     

    Page 7 of 10

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

    if to the
Company:

     

    PharmAthene,
Inc.

    One Park
Place, Suite 450

    Annapolis,
Maryland 21401

     

    with a
copy to: 

    McCarter
& English, LLP 

    Four
Gateway Center 

    100
Mulberry Street 

    Newark,
New Jersey 07102 

    Attention:
Jeffrey Baumel, Esq.

     

    if to the
Executive to: 

     

    with a
copy to :

     

    All
notices and other communications
given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of delivery, if
personally delivered; on the business day after the date when sent, if sent by
air courier; and on the third business day after the date when sent, if sent by
mail, in each case addressed to such party as provided in this Section 16 or in
accordance with the latest unrevoked direction from such party.

     

    
      
        	
                18.

              	
                Binding Agreement; Benefit.
      The provisions of this Agreement shall be binding upon, and shall
      inure to the benefit of, the respective heirs, legal representatives and
      successors of the parties
hereto.

              


      

    

     

    
      
        	
                19.

              	
                Governing Law; Jurisdiction.
      This Agreement shall be governed by, and construed and enforced in
      accordance with, the laws of the State of Maryland applicable to contract
      made and to be performed therein. Any action to enforce any of the
      provisions of this Agreement shall be brought in a court of the State of
      Maryland or in Federal court located within that State. The parties
      consent to the Jurisdiction of such courts and to the Service of process
      in any manner provided by Maryland law. Each party irrevocably waives any
      objection which it may now or hereafter have to the laying of the venue of
      any such suit, action or proceeding brought in such court and any claim
      that such suit, action or proceeding brought in such court has been
      brought in an inconvenient forum and agrees that service of process in
      accordance with the foregoing shall be deemed in every respect effective
      and valid personal service of process upon such
  party.

              


      

    

     

    Page 8 of 10


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Employee
Name: Wayne Morges, Ph.D.

     

    
      	
              20.

            	
              Waiver of Breach. The
      waiver by either party of a breach of any provision of this Agreement by
      the other party must be in writing and shall not operate or be construed
      as a waiver of any subsequent breach by such other
  party.

            


    

     

    
      	
              21.

            	
              Entire Agreement; Amendments.
      This Agreement contains the entire agreement between the parties
      with respect to the subject matter hereof and supersedes all prior
      agreements or understandings among the parties with respect thereof. This
      Agreement may be amended only by an agreement in writing signed by the
      parties hereto.

            


    

     

    
      	
              22.

            	
              Headings. The section
      headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

            


    

     

    
      	
              23.

            	
              Severability. Any
      provision of this Agreement that is prohibited or unenforceable in any
      Jurisdiction shall, as to such Jurisdiction, be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      Jurisdiction shall not invalidate or render unenforceable such provision
      in any other Jurisdiction.

            


    

     

    
      	
              24.

            	
              409A Compliance. The
      intent of the Executive and the Company is that the severance and other
      benefits payable to the Executive under this Agreement not be deemed
      “deferred compensation” under,
      and shall otherwise comply with, Section 409A of the Internal Revenue Code
      of 1986, as amended. The Executive and the Company agree to use reasonable
      best efforts to amend the terms of this Agreement from time to time as may
      be necessary to avoid the imposition of liability under Section 409A of
      the Code in any manner that does not materially alter the substantive
      rights and obligations of the parties
hereunder.

            


    

     

    
      	
              25.

            	
              Executive’s
      Acknowledgement. The Executive acknowledges (a) that the Executive
      has had the opportunity to consult with independent counsel of his own
      choice concerning this Agreement and (b) that the Executive has read and
      understands the Agreement, is fully aware of its legal effect and has
      entered into it freely based on the Executive’s
      own judgment.

            


    

     

    
      	
              26.

            	
              Assignment. This
      Agreement is personal in its nature and the parties hereto shall not,
      without the consent of the other, assign or transfer this Agreement or any
      rights or obligations hereunder; provided, that the provisions hereof
      shall inure to the benefit of, and be binding upon, each successor of the
      Company, whether by merger, consolidation, transfer of all or
      substantially all of its assets or
otherwise.

            


    

     

    
      	
              27.

            	
              Counterparts. This
      Agreement may be executed in two or more counterparts, each of which shall
      for all purposes constitute one agreement which is binding on all of the
      parties hereto.

            


    

     

    Page 9 of 10

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Employee
Name: Wayne Morges, Ph.D.

     

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

     

    
      
        
          
            
              	
                      EXECUTIVE

                    
	
                       

                      /s/
      Wayne
      Morges                                                             12
      Aug 08   

                    
	
                      Wayne
      Morges, Ph.D.

                    
	 
      
	
                      PHARMATHENE, INC.

                    
	 
      
	
                      By

                    	/s/
      David P. Wright   
	
                      Name: David P. Wright

                      Title:
      President and Chief Executive
Officer

                    


            

          

        

      

    

     

    Page
10 of 10