Exhibit 10.2


 


EXECUTION
COPY


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT, dated as of September 21,
2005 (the “Signing Date”), between EPIX Pharmaceuticals, Inc. (the “Company”),
and Michael J. Astrue (the “Executive”),


 


WITNESSETH THAT:


 


WHEREAS, the parties desire to enter into this
Agreement pertaining to the employment of the Executive by the Company;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, it is hereby covenanted and
agreed by the Executive and the Company as follows:


 


1.  Performance of Services.  The Executive’s employment with the Company
shall be subject to the following:


 


(a)           Subject
to the terms of this Agreement, the Company hereby agrees to employ the
Executive as its Chief Executive Officer during the Agreement Term (as defined
below).


 


(b)           During
the Agreement Term, while the Executive is employed by the Company, the
Executive shall devote his full time, energies and talents to serving as its
Chief Executive Officer.


 


(c)           The
Executive agrees that he shall perform his duties faithfully and efficiently
subject to the directions of the Board of Directors of the Company (the “Board”).  The Executive shall not, without his consent,
be assigned tasks that would be inconsistent with those of Chief Executive
Officer.  The Executive shall report to
the Board and shall have such authority, power, responsibilities and duties as
are inherent in his position (and the undertakings applicable to his position)
and necessary to carry out his responsibilities and the duties required of him
hereunder.


 


(d)           Notwithstanding
the foregoing provisions of this paragraph 1, during the Agreement Term, the
Executive may devote reasonable time to activities other than those required
under this Agreement (“outside activities”), including the supervision of his
personal investments, and activities involving professional, charitable,
community, educational, religious and similar types of organizations, speaking
engagements, membership on the boards of directors of other organizations, and
similar types of activities, to the extent that such other activities do not
inhibit or prohibit the performance of the Executive’s duties under this
Agreement, or conflict in any material way with the business of the Company or
any subsidiary.  The Executive has
provided the Company with a list of such professional and other outside
activities in which he is currently engaged, and it is understood and agreed by
the parties that the Executive’s continued participation in such activities
shall not be a breach of this Agreement. 
In the event that the Company extends 


 





















 


the last day of the Agreement Term in accordance with
paragraph (e) below to a date that is later than the four-month
anniversary of the Effective Date, the Company hereby agrees to become a member
of the Massachusetts High Technology Council not later than the four-month
anniversary of the Effective Date.


 


(e)           The
“Agreement Term” shall be the period beginning on the Effective Date and ending
on the four-month anniversary of the Effective Date.  The Board, by notifying the Executive not
later than the three-month anniversary of the Effective Date, may extend the
Agreement Term so that it ends on the six-month anniversary of the Effective Date.  The Effective Date of this Agreement shall be
September 14, 2005.


 


2.  Compensation.  Subject to the terms of this
Agreement, while the Executive is employed by the Company, the Company shall
compensate him for his services as follows:


 


(a)           Salary.  For services rendered under this Agreement,
the Company shall pay the Executive a salary at the annual rate of $400,000,
paid in accordance with the Company’s usual payroll practices.


 


(b)           Bonus.  The Board, or its designated committee, may,
in its sole discretion, at the time of the Executive’s Date of Termination,
grant the Executive a bonus for services rendered by the Executive to the
Company.


 


(c)           Other
Benefits.  The Executive shall be
eligible for the welfare benefits and other fringe benefits to the same extent
and on the same terms as those benefits are provided by the Company from time
to time to the Company’s other senior management employees.


 


(d)           Expense
Reimbursement.  The Company will
reimburse the Executive for all reasonable expenses incurred in promoting the
Company’s business, provided that such expenses are incurred and accounted for
in accordance with the reasonable policies and procedures established by the
Company.


 


(e)           Indemnification
and Insurance.


 


(i)            The
Company and the Executive, contemporaneously with the execution of this
Agreement, shall execute the Company’s standard Indemnification Agreement.


 


(ii)           The
Company shall maintain directors and officers liability insurance in
commercially reasonable amounts (as reasonably determined by the Board), and
the Executive shall be covered under such insurance to the same extent as other
senior management employees of the Company; provided, however, that the Company
shall not be required to maintain such insurance coverage unless the Board
determines that it is obtainable at reasonable cost.


 


(f)            Attorneys
Fees.  The Company will reimburse the
Executive for the reasonable documented attorney fees incurred in connection
with the negotiation of this Agreement.


 


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3.  Termination.  The Executive’s employment with the Company
during the Agreement Term may be terminated by the Company or the Executive
without any breach of this Agreement only under the following circumstances: (i) upon
the death of the Executive; (ii) upon the permanent disability of the
Executive if such disability renders the Executive incapable of performing his
duties; (iii) upon ten days’ prior written notice by the Company to the
Executive; or (iv) upon ten days’ prior written notice by the Executive to
the Company.


 


4.  Rights Upon Termination.  If the Executive’s Date of Termination occurs
during the Agreement Term for any reason, the Company shall pay to the
Executive:


 


(a)           The
Executive’s salary for the period ending on the Date of Termination.


 


(b)           The
Executive and any of his dependents shall be eligible for COBRA continuation
coverage (as described in section 4980B of the Internal Revenue Code of
1986, as amended) at the Executive’s own cost to the extent required by
applicable law.


 


(c)           Any
other payments or benefits to be provided to the Executive by the Company or a
subsidiary pursuant to any employee benefit plans or arrangements established
or adopted by the Company or a subsidiary (including, without limitation, any
rights to indemnification from the Company (or from a third-party insurer for
directors and officers liability coverage) with respect to any costs, losses,
claims, suits, proceedings, damages or liabilities to which the Executive may
become subject which arise out of, are based upon or relate to the Executive’s
employment by the Company or the Executive’s service as an officer), to the
extent such amounts are due from the Company in accordance with the terms of
this Agreement or such plans or arrangements.


 


“Date of Termination” means the last day the Executive is employed by
the Company.


 


5.  Proprietary Information.


 


(a)           The
Executive agrees that all information, whether or not in writing, of a private,
secret or confidential nature concerning the Company’s business, business
relationships or financial affairs (collectively, “Proprietary Information”) is
and shall be the exclusive property of the Company.  Without limitation, Proprietary Information
shall include inventions, products, processes, methods, techniques, formulas,
compositions, compounds, projects, development plans, research data, clinical
data, confidential communications with regulatory bodies and other third
parties, financial data, personnel data, computer programs, customer and
supplier lists, and contacts with or knowledge of customers or prospective
customers of the Company.  The Executive
will not disclose any Proprietary Information to any person or entity other
than employees of the Company with authorization to access the information or
use the same for any purposes (other than in the performance of his duties as
an employee of the Company) without approval by an officer of the Company,
during or after his employment with the Company, unless and until such
Proprietary Information has become public knowledge without fault of the
Executive.


 


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(b)           The
Executive agrees that all files, letters, memoranda, reports, records, data,
sketches, drawings, laboratory notebooks, program listings, or other written,
photographic, electronic, or other tangible material containing Proprietary
Information, in any form, whether created by the Executive or others, which
shall come into his custody or possession, shall be the exclusive property of
the Company and will be used by the Executive only in the performance of his
duties for the Company.  All such
materials or copies thereof and all tangible property of the Company in the
custody or possession of the Executive shall be delivered to the Company, upon
the earlier of (i) a request by the Company or (ii) termination of
his employment.  After such delivery, the
Executive shall not retain any such materials or copies thereof or any such
tangible property.


 


(c)           The
Executive agrees that his obligation not to disclose or to use information and
materials of the types set forth in paragraphs (a) and (b) above, and
his obligation to return materials and tangible property, set forth in
paragraph (b) above, also extends to such types of information, materials
and tangible property of customers of the Company or suppliers to the Company
or other third parties, including licensors and licensees, who may have
disclosed or entrusted the same to the Company or to the Executive.


 


6.  Inventions.


 


(a)           The
Executive will make full and prompt disclosure to the Company of all
inventions, improvements, discoveries, methods, developments, software, and
works of authorship, whether patentable or not, which are created, made,
conceived or reduced to practice by him, or under his direction, or jointly
with others, during his employment by the Company, whether or not during normal
working hours or on the premises of the Company (all of which are collectively
referred to in this Agreement as “Inventions”).


 


(b)           The
Executive agrees to assign and does hereby assign to the Company (or any person
or entity designated by the Company) all of his right, title and interest in
and to all Inventions and related patents, patent applications, trade secrets,
copyrights and copyright applications.  However,
this paragraph 2(b) shall not apply to Inventions which are unrelated to
the present or planned business or research and development of the Company and
which are made and conceived by the Executive outside of normal working hours,
outside the Company’s premises and do not involve use of the Company’s tools,
devices, equipment or Proprietary Information. 
The Executive understands that, to the extent this Agreement is to be
construed in accordance with the laws of any state which precludes a
requirement in an employee agreement to assign certain classes of inventions
made by an employee, this paragraph 2(b) shall be interpreted to not apply
to any invention which a court rules and/or the Company agrees to fall
within such classes.


 


(c)           The
Executive agrees to cooperate fully with the Company, both during and after his
employment with the Company, with respect to the procurement, maintenance and
enforcement of patents, trademarks, copyrights and other intellectual property
rights (both in the United States and foreign countries) relating to Inventions.  The Executive shall sign all papers,
including, without limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority rights, and
powers of attorney, which the Company may deem necessary or desirable in order
to 


 


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protect its rights and interests in any
Invention.  The Executive further agrees
that if the Company is unable to secure the signature of the Executive on any
such papers with reasonable effort, an executive officer of the Company shall
be entitled to execute any such papers as the agent and the attorney-in-fact of
the Executive, and the Executive hereby irrevocably designates and appoints
each executive officer of the Company as his agent and attorney-in-fact to
execute any such papers on his behalf, and to take any and all actions as the
Company may deem necessary or desirable in order to protect its rights and
interests in any Invention, under the conditions described herein.


 


7.  United States Government Obligations.  The Executive acknowledges that the Company
from time to time may have agreements with other persons, companies or with the
United States Government, or agencies thereof, which impose obligations or
restrictions on the Company regarding inventions made during the course of work
under such agreements or regarding disclosure of the confidential nature of
such work.  The Executive agrees to be
bound by all such obligations and restrictions which are made known to the
Executive and to take all action necessary to discharge the obligations of the
Company under such agreements.


 


8.  Remedies.  The Executive agrees and acknowledges that
his breach of paragraphs 5, 6, or 7 cannot be reasonably or adequately
compensated for in money damages alone and would cause irreparable injury to
the Company.  Accordingly, the Executive
agrees that, with respect to a breach of such paragraphs, the Company is
entitled to, in addition to all other rights and remedies available to the Company
at law or in equity, specific performance and immediate injunctive relief,
without posting a bond.


 


9.  Survival.  The Executive agrees that his obligations
under Sections 5, 6, and 7 of this Agreement shall survive the termination of
his employment or the Agreement Term, regardless of the reason for such
termination.


 


10.  Acknowledgement.  The Executive acknowledges and agrees that
the Company does not desire him to use any confidential information of any
prior employer during his employment hereunder and that the Company will not
ask for nor accept any such confidential information.  This acknowledgement shall not reduce or
otherwise affect the Executive’s rights to indemnification from the Company.


 


11.  Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement


 


12.  Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Massachusetts.  Both parties agree to
exclusive venue in the state (Middlesex County) or federal courts located in
the Commonwealth of Massachusetts.


 


13.  Successors and Assigns.  This Agreement shall be enforceable by the
Executive and his heirs, executors, administrators and legal representatives,
and by the Company and its successors and assigns.


 


14.  Entire Agreement.  This Agreement, with the Indemnification
Agreement, contains the entire agreement of the parties and supersedes any prior
understandings or agreements 


 


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between the Executive and the Company, and the
restrictions in this Agreement shall be in lieu of any restrictions that might
otherwise apply under the Company’s Employee Agreement.  This Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.


 


IN WITNESS WHEREOF, the parties have executed
this Employment Agreement as of the Signing Date.


 


	
   

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EPIX Pharmaceuticals, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Christopher F.O. Gabrieli

  	
   

  
	
   

  	
   

  	
  Name:
  Christopher F.O. Gabrieli

  
	
   

  	
   

  	
  Title:
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael J. Astrue

  	
   

  
	
   

  	
  Michael J. Astrue

  
						



 


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