However, the term Change in Control shall ***not***include either of the following eventsundertaken at the election of BMP:               a. any transaction, the sole purpose of which is to change the state in which BMP isincorporated; or               b. a transaction, the result of which is to sell all or substantially all of the assets of BMPto another corporation (the “surviving corporation”) provided that the surviving corporation isowned directly or indirectly by the stockholders of BMP immediately following such transaction insubstantially the same proportions as their ownership of BMP’s common stock immediately precedingsuch transaction.     4. “Change in Control Severance Benefits” means the various payments and benefits to which theExecutive may become entitled to under Paragraph 14 of Part Four of this Agreement upon hisInvoluntary Termination in connection with a Change in Control.     5. “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgatedthereunder.     6. “Competing Organization” means any person or legal entity engaged in, about to engage in,or intending to engage in, the business of providing services to foreign and/or domesticpharmaceutical companies, specifically: drug distribution; physician-oriented drug promotion;product registration; clinical trial management; and pre-market entry analyses.     7. “Competing Service” means any service of any person or legal entity other than BMP, or aparent, subsidiary or affiliate of BMP, in existence or under development, which during the term ofthis Agreement, competes with or is an alternative to any present or planned future service of BMP,whether or not actively marketed by BMP.     8. “Customer” means any individual, firm, partnership, corporation, company, joint venture orgovernmental or military unit or any other entity or any parent, subsidiary or affiliate of any ofthem which is negotiating or has a contract with BMP or a parent, subsidiary or affiliate of BMPfor the purchase, sale or lease of BMP’s or a parent’s, subsidiary’s or affiliate’s services orwhich has been solicited by BMP or a parent, subsidiary or affiliate of BMP with respect to suchpurchase or lease during the Executive’s employment with BMP.     9. “Disability” means a physical or mental disability which renders it impracticable for theExecutive to continue to perform his duties under this Agreement, whether with or withoutreasonable accommodation. The Executive shall be deemed to have incurred such disability if (i) aphysician selected by BMP and reasonably satisfactory to the Executive advises BMP that theExecutive’s physical or mental condition will render him unable to perform his duties under thisAgreement for a period of six (6) consecutive months, or (ii) due to a physical or mental conditionthe Executive has not substantially performed the material duties required of him hereunder foreighty percent (80%) or more of the normal working days during a period of six (6) consecutivemonths.     10. “Employment Period” means the duration of the Executive’s employment with BMP pursuant tothe terms of this Agreement.
 

 
     11. “Involuntary Termination” means (i) BMP’s termination of the Executive’s employment forany reason other than a Termination for Cause, (ii) the termination of the Executive’s employmentby reason of his death, (iii) the termination of the Executive’s employment by the Company byreason of the Executive’s Disability, or (iv) the Executive’s voluntary resignation following (A) amaterial reduction in the scope of his duties and responsibilities, (B) a material diminution bythe Company of the Executive’s authority, duties or responsibilities that results in a change inhis level of reporting so that he no longer directly reports to the Board, (C) a national reductionin the annual rate of his base salary by more than fifteen percent (15%), (D) a material change inthe geographic location of the Executive’s principal place of employment that results in arelocation of his principal place of employment by more than fifty (50) miles, or (E) a materialbreach by BMP of any of its obligations under this Agreement.     A greater than fifteen percent (15%) aggregate reduction in the Executive’s base salary shall***not***constitute grounds for an Involuntary Termination under clause (C) above if substantially allof the other executive officers of BMP are subject to the same aggregate reduction to their basesalary.     Notwithstanding the foregoing, no event or condition described in clauses (A) through (E)shall constitute an Involuntary Termination for purposes of this Agreement unless (a) the Executivegives BMP written notice of his intention to resign from employment with BMP for one of the reasonsset forth in (A) through (E) and specifies the grounds for such resignation, (b) the noticedescribed in (a) is provided within sixty (60) days after the event giving rise to the Executive’sright to resign first occurs, and (c) such grounds for resignation (if susceptible to correction)are not corrected by BMP within thirty (30) days after its receipt of such notice. If BMP does notcorrect the ground(s) for resignation during the thirty (30) day period following the Executive’snotice of intent to resign, the Executive’s resignation must become effective within 90 days afterthe expiration of the cure period in order for such resignation to be treated as an InvoluntaryTermination under this Agreement.     12. “1934 Act” means the Securities Exchange Act of 1934, as amended.     13. “Option” means any option granted to the Executive under the Plan or otherwise to purchaseshares of common stock which is outstanding at the time of (i) a Change in Control or (ii) hisInvoluntary Termination, whether or not in connection with a Change in Control.     14. “Plan” means (i) BMP’s 2007 Omnibus Equity Compensation Plan, as subsequently amended orrestated from time to time, and (ii) any other equity incentive plan established or implemented byBMP.     15. “Termination for Cause” means the termination of the Executive’s employment for any of thefollowing reasons: (i) the Executive’s conviction of a felony or his commission of any act ofpersonal dishonesty involving the property or assets of BMP, (ii) a material breach by theExecutive of one or more of his obligations under his Agreement or his Proprietary Information andInventions Agreement with BMP, (iii) any intentional misconduct by the Executive which has amaterial adverse effect upon BMP’s business or reputation, (iv) the Executive’s materialdereliction of the major duties, functions and responsibilities of his executive position, (v) a
 

 
material breach by the Executive of any of his fiduciary obligations as an officer of BMP, or(vi) the Executive’s willful and knowing participation in the preparation or release of false ormaterially misleading financial statements relating to the false or erroneous certificationrequired of him under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares ofBMP’s common stock are at the time listed for trading.**PART TWO — TERMS AND CONDITIONS OF EMPLOYMENT**     1. Duties and Responsibilities.          A. The Executive shall serve as the Chief Financial Officer of BMP and shall in such capacityreport to the President and Chief Executive Officer.          B. During the employment period specified in Paragraph 2, the Executive agrees that he will:(i) serve BMP faithfully, diligently and to the best of his ability under the direction of theBoard, (ii) devote his best efforts and his entire working time, attention and energy to theperformance of his duties hereunder and to promoting and furthering the interests of BMP, and(iii) not, without the prior written approval of the Board, become associated with or engaged in,any business other than that of BMP, and he will do nothing inconsistent with his duties to BMP.     2. Employment Period. The Executive’s employment with BMP shall be governed by theprovisions of this Agreement for the period commencing March 31, 2008 , and continuingthrough March 30, 2009. However, the term of the Executive’s employment pursuant to the terms ofthis Agreement shall automatically be extended for successive one-year periods hereafter,unless either BMP or the Executive elects, by written notice delivered to the other not later thansixty (90) days prior to the start of any such one-year period, not to renew the term of thisAgreement. This Agreement may also be terminated at any time in accordance with the termination ofemployment provisions set forth in Paragraph 10.     3. Cash Compensation.          A. For all services to be rendered by the Executive under this Agreement and such duties asthe President and Chief Executive Officer may assign him, BMP agrees to pay the Executive a basesalary of $325,000 per year, payable at such times as is customary for salaried employees of BMPand in accordance with the normal payroll practices of BMP.          B. For each fiscal year of BMP during the Employment Period, beginning with the fiscal yearcommencing January 1, 2008, the Executive shall be entitled to receive a cash bonus up to40% of his base salary to be determined by the Chief Executive Officer and approved by theCompensation Committee of the Board of Directors.          C. BMP shall deduct and withhold from the compensation payable to the Executive hereunder anyand all applicable taxes and any other amounts required to be deducted or withheld by Sunstoneunder applicable statutes, regulations, ordinances or orders governing or requiring the withholdingor deduction of amounts otherwise payable as compensation or wages to employees.
 

 
     4. Equity Compensation.          A. The Executive shall be eligible to receive one or more additional Option grants during theEmployment Period, as the President and Chief Executive Officer and Compensation Committee of theBoard may deem appropriate in order to provide him with sufficient equity incentive for hisposition.          B. The shares of common stock subject to the Options currently held and additional Optionswhich the Executive may subsequently receive over the remainder of the Employment Period, shall besubject to the applicable vesting acceleration provisions of either Paragraph 12 or Paragraph 14should an Involuntary Termination of his employment occur during the Employment Period.     5. Expense Reimbursement. BMP shall reimburse the Executive for reasonableout-of-pocket expenses incurred in connection with BMP’s and/or BMP China’s business, includingtravel expenses, food and lodging while away from home, subject to such polices as BMP may fromtime to time reasonably establish for its employees and subject to substantiation of expenses asrequired under applicable tax laws and regulations.     6. Fringe Benefits.          A. The Executive shall, throughout the Employment Period, be eligible to participate in allbenefit plans which are made available to BMP’s China executives and for which the Executivequalifies.          B. The Executive shall be entitled to receive four weeks of paid vacation each year, whichshall be taken at such time or times as will not unreasonably hinder or interfere with BMP’sbusiness or operations. Vacation time may be accrued from year to year in accordance with BMP’sgeneral vacation policy.          C. BMP will obtain and maintain at all times directors’ and officers’ liability insurance forExecutive, so long as such insurance can be obtained on terms acceptable to the Board.     7. Indemnification. BMP agrees to defend the Executive and shall indemnify and holdharmless the Executive to the fullest extent permitted by law from any and all liability, costs andexpenses which may be assessed against the Executive by reason of the performance of hisresponsibilities and duties under the terms of this Agreement, provided such liability does notresult from the willful misconduct or gross negligence of the Executive.     8. Proprietary Information.          A. The Executive hereby acknowledges that BMP and/or BMP China may, from time to time duringthe Employment Period, disclose to the Executive confidential information pertaining to BMP’sand/or BMP China’s business, strategic plans, technology or financial affairs. All information,data and know-how, whether or not in writing, of a private or confidential nature concerning BMP’sand/or BMP China’s trade secrets, inventions, processes, systems, designs, drawings, productinnovations and developments, engineering, marketing strategies and future marketing plans,customer lists, prospective customers, finances and financial reports, employee information andother organizational information (collectively,
 

 
“Proprietary Information”) is and shall remain the sole and exclusive property of BMP and/orBMP China and shall not be used or disclosed by the Executive except to the extent necessary toperform his duties and responsibilities under this Agreement. All tangible manifestations of suchProprietary Information (whether written, printed or otherwise reproduced) shall be returned by theExecutive upon the termination of the Employment Period, and the Executive shall not retain anycopies or excerpts of the returned items. The foregoing restrictions on the use, disclosure anddisposition of BMP’s and/or BMP China’s Proprietary Information shall also apply to the Executive’suse, disclosure and disposition of any confidential information relating to the business,technology or financial affairs of BMP’s and/or BMP China’s customers.          B. The Executive shall, concurrently with the execution of this Agreement, execute and deliverto BMP a copy of the BMP standard form Proprietary Information and Inventions Agreement and shallremain subject to the terms and provisions of that agreement throughout the Employment Period andfor such period hereafter as provided pursuant to the terms of that agreement.     9. Death or Disability. Upon the Executive’s death or Disability during the EmploymentPeriod, the employment relationship created pursuant to this Agreement shall immediately terminate,and BMP shall pay the Executive or his estate: (i) any unpaid base salary earned under Paragraph3.A. for services rendered through the date of death or Disability, (ii) the dollar value of allaccrued and unused vacation benefits based upon the Executive’s most recent level of base salary,and (iii) any bonus actually earned pursuant to Paragraph 3.B. for one or more fiscal years but notpreviously paid to the Executive at the time of his death or Disability.     10. Termination of Employment.          A. BMP may terminate the Executive’s employment under this Agreement at any time for anyreason, with or without Cause, by giving at least ninety (90) days prior written notice of suchtermination to the Executive. If such termination notice is given to the Executive, BMP may, if itso desires, immediately relieve the Executive of some or all of his duties. However, during anysuch notice period, the Executive shall continue to be entitled to his regular compensation andbenefits hereunder.          B. The Executive may terminate his employment under this Agreement at any time by giving BMPat least sixty (60) days prior written notice of such termination.          C. BMP may, at any time, upon written notice discharge the Executive from employment underthis Agreement pursuant to a Termination for Cause. Such termination will be effective immediatelyupon such notice.          D. Upon the termination of the Executive’s employment for any reason (other than Terminationfor Cause), during the Employment Period, the Executive shall be paid (i) any unpaid base salaryearned under Paragraph 3.A. for services rendered through the date of such termination, (ii) thedollar value of all accrued and unused vacation benefits based upon the Executive’s most recentlevel of base salary, and (iii) any bonus amount actually earned pursuant to Paragraph 3.B. for oneor more fiscal years but not previously paid to the Executive at the time of such termination ofemployment. In addition, the Executive shall be entitled to the payments
 

 
and benefits provided under Part Three or Part Four of this Agreement, to the extentapplicable.          E. If the Executive’s employment is terminated by reason of a Termination for Cause or shouldthe Executive voluntarily resign (other than for a reason which qualifies as grounds for anInvoluntary Termination), then the following provisions shall apply:               (i) BMP shall only be required to pay the Executive (a) any unpaid base salary earned underParagraph 3.A. for services rendered through the date of such termination, (b) the dollar value ofall accrued and unused vacation benefits based upon the Executive’s most recent level of basesalary, and (c) any bonus amount actually earned pursuant to Paragraph 3.B. for one or more fiscalyears but not previously paid to the Executive at the time of such termination of employment.               (ii) All vesting in the Executive’s outstanding Options shall cease at the time of suchtermination or resignation, and the Executive shall be permitted to exercise the vested portion ofthe Executive’s outstanding Options for the period specified in the applicable stock optionagreement, if any, subject to and in accordance with the terms of the applicable stock optionagreement and the Plan.               (iii) The Executive shall not be entitled to any payments or benefits under Part Three orPart Four of this Agreement.**PART THREE — NORMAL SEVERANCE BENEFITS**     11. Entitlement.          A. Should the Executive’s employment with BMP terminate during the Employment Period by reasonof an Involuntary Termination in the absence of a Change in Control or more than twelve (12) monthsafter a Change in Control event, the Executive shall be entitled to receive the severance benefitsprovided under this Part Three. Those benefits shall be subject to the Executive’s compliance withthe restrictive covenants of Part Six of this Agreement, and shall in all cases be in lieu of anyother severance benefits to which the Executive might otherwise be entitled by reason of histermination of employment under such circumstances.          B. In addition, the Executive’s entitlement to any severance benefits under this Part Threeshall be subject to the Executive’s execution and delivery to BMP of a general release whichbecomes effective in accordance with applicable law and pursuant to which the Executive releasesBMP and its officers, directors, employees and agents from any and all claims the Executive mayotherwise have with respect to the terms and conditions of his employment with BMP and thetermination of that employment. In no event, however, shall such release cover any claims, causesof action, suits, demands or other obligations or liabilities relating to any payments or benefitsto which the Executive is or becomes entitled pursuant to the provisions of this Agreement. Thegeneral release described in Paragraph 11.B shall be referred to in this Agreement as the“Release.”     12. Severance Benefits. The severance benefits payable to the Executive under thisPart Three shall consist of the following:
 

 
     (a) *Salary Continuation Payment*. The Executive shall receive his base salary, at the monthlyrate in effect for him under Paragraph 3.A. at the time of his Involuntary Termination, for aperiod of 12 months in equal installments in accordance with BMP’s normal payroll practices,Subject to the deferral restrictions of Paragraph 19, the first such payment shall be made withinthirty (30) days following the Executive’s Involuntary Termination, subject to the Executive’sexecution and non-revocation of the Release. Each such salary continuation payment shall be subjectto all applicable withholding requirements as set forth in Paragraph 3.C.     (b) *Option Acceleration*. Each Option outstanding at the time of such Involuntary Termination,to the extent not otherwise vested and exercisable for all the shares at the time subject to thatOption, will immediately vest and become exercisable for all those option shares, and the Executiveshall be permitted to exercise the vested Options for the period specified in the applicable stockoption agreement, if any, subject to and in accordance with the terms of the applicable stockoption agreement and the Plan.**PART FOUR — CHANGE IN CONTROL SEVERANCE BENEFITS**     13. Entitlement.          A. Should an Involuntary Termination occur within twelve (12) months after a Change in Controlevent, the Executive shall be entitled to receive the severance benefits provided under this PartFour. Those benefits shall be subject to the Executive’s compliance with the restrictive covenantsof Part Six of this Agreement and shall in all cases be in lieu of any other severance benefits towhich the Executive might otherwise be entitled by reason of his termination of employment undersuch circumstances.          B. In addition, the Executive’s entitlement to any severance benefits under his Part Fourshall be subject to the Executive’s execution and delivery to BMP of the Release.     14. Change in Control Severance Benefits. The Change in Control Severance Benefits towhich the Executive shall receive under this Part Four shall consist of the following payments andbenefits:          (a) *Salary Continuation Payments*. The Executive shall receive his base salary, at the monthlyrate in effect for him under Paragraph 3.A. at the time of his Involuntary Termination, for aperiod of eighteen (18) months in accordance with BMP’s normal payroll practices, Subject to thedeferral restrictions of Paragraph 19, the first such payment shall be made within thirty (30) daysfollowing the Executive’s Involuntary Termination, subject to the Executive’s execution andnon-revocation of the Release. Each such salary continuation payment shall be subject to allapplicable withholding requirements as set forth in Paragraph 3.C. However, these payments,together with the benefits provided pursuant to Paragraph 14(b), shall be subject to the benefitlimitation provisions of Part Five of this Agreement.          (b) *Option Acceleration*. Each Option outstanding at the time of such Involuntary Termination,to the extent not otherwise vested and exercisable for all the shares at the time subject to thatOption, will immediately vest and become exercisable for all those option shares and the Executiveshall be permitted to exercise the vested Options for the period specified in the applicable stockoption agreement, if any, subject to and in accordance with the terms of the
 

 
applicable stock option agreement and the Plan.     In no event shall the Executive be entitled to payments and benefits under both Part Three andPart Four of this Agreement.**PART FIVE — LIMITATION ON BENEFITS**     15. Benefit Limit. The benefit limitations of this Part Five shall be applicable inthe event the Executive receives any benefits under this Agreement which are deemed to constituteparachute payments under Code Section 280G.     In the event that any payments to which the Executive becomes entitled in accordance with theprovisions of this Agreement would otherwise constitute a parachute payment under CodeSection 280G, then such payments will be subject to reduction to the extent necessary to assurethat the Executive receives only the greater of (i) the amount of those payments which would notconstitute such a parachute payment or (ii) the amount which yields the Executive the greatestafter-tax amount of benefits after taking into account any excise tax imposed under CodeSection 4999 on the payments provided to the Executive under this Agreement (or any other benefitsto which the Executive may become entitled in connection with any change in control or ownership ofBMP or the subsequent termination of his employment with BMP). Should a reduction in benefits berequired to satisfy the benefit limit of this Paragraph 15, then the salary continuation paymentsshall accordingly be reduced to the extent necessary to comply with such benefit limit. Should suchbenefit limit still be exceeded following such reduction, then the number of shares which wouldotherwise be purchasable under the vesting-accelerated portion (if any) of each Option (based onthe amount of the parachute payment attributable to such Option under Code Section 280G) shall bereduced to the extent necessary to eliminate such excess.**PART SIX — RESTRICTIVE COVENANTS**     16. Non-Compete. The Executive agrees that, during the Employment Period and for aperiod of two (2) years following the date of his termination of employment with BMP, hewill not, without the prior written approval of BMP, directly or indirectly, under anycircumstances whatsoever, own, manage, operate, engage in, control or participate in the ownership,management, operation or control of, or be connected in any manner, whether as an individual,partner, stockholder, director, officer, principal, agent, employee or consultant, or in any otherrelation or capacity whatsoever, with any Competing Organization, wherever located, who was aCustomer at any time during the period one year prior to the termination of the Executive’semployment with BMP, for the purpose of inducing such Customer to purchase or lease a CompetingService. Notwithstanding the foregoing, nothing contained in this Paragraph 16 shall restrict theExecutive from making any investment in any company, so long as such investment consists of no morethan five percent (5%) of any class of equity securities of a company whose securities are tradedon a national securities exchange or in the over-the-counter market.     17. Non-Interference. The Executive agrees that he will not, for a period of two(2) years following the date of his termination of employment with BMP, directly or indirectly,employ, hire, solicit or, in any manner, encourage any employee of BMP to leave the employ of BMP.
 

 
**PART SEVEN — MISCELLANEOUS PROVISIONS**     18. Cessation of Benefits. In the event of a material breach by the Executive of anyof his obligations under Paragraph 16 or Paragraph 17 of this Agreement or any of his obligationsunder his Proprietary Information and Inventions Agreement with BMP, he shall cease to be entitledto any further benefits under Part Three or Part Four of this Agreement, including (withoutlimitation) any subsequent right to exercise any outstanding Options or to receive any furthersalary payments.     19. Application of Section 409A of the Internal Revenue Code.          (a) This Agreement is intended to comply with the applicable provisions of code section 409Aand shall be interpreted to avoid any penalty sanctions under code section 409A. If any payment orbenefit cannot be provided or made at the time specified herein without incurring sanctions undercode section 409A, then such benefit or payment shall be provided in full at the earliest timethereafter when such sanctions will not be imposed. For purposes of code section 409A, allpayments to be made upon the termination of employment under this Agreement may only be made upon a“separation from service” within the meaning of such term under code section 409A, each paymentmade under this Agreement shall be treated as a separate payment and the right to a series ofinstallment payments under this Agreement is to be treated as a right to a series of separatepayments. In no event shall the Executive, directly or indirectly, designate the calendar year ofpayment.          (b) Notwithstanding any provision of this Agreement (or any provision of the documentsincorporated herein by reference) to the contrary, if, at the time of the Executive’s terminationof employment with BMP, BMP has stock which is publicly traded on an established securities marketand the Executive is a “specified employee” (as defined in code section 409A) and it is necessaryto postpone the commencement of any payments or benefits otherwise payable pursuant to Agreement asa result of such termination of employment to prevent any accelerated or additional tax under codesection 409A, then BMP will postpone the commencement of the payment of any such payments orbenefits hereunder (without any reduction in such payments or benefits ultimately paid or providedto the Executive) that are not otherwise paid within the short-term deferral exception under codesection 409A and are in excess of the lesser of two (2) times (i) the Executive’s then-annualcompensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code,until the first payroll date that occurs after the date that is six months following theExecutive’s “separation of service” with BMP (within the meaning of such term under code section409A). If any payments or benefits are postponed due to such requirements, such amounts will bepaid in a lump sum to the Executive on the first payroll date that occurs after the date that issix months following the Executive’s “separation of service” with BMP; provided, however, that, ifany payment due to the Executive is delayed as a result of code section 409A, the Executive shallbe entitled to be paid interest at a per annum rate equal to the highest rate of interestapplicable to six (6)-month money market accounts offered by the following institutions: CitibankN.A., Wells Fargo Bank, N.A. or Bank of America, as of the Executive’s date of termination. If theExecutive dies during the postponement period prior to the payment of postponed amount, the amountswithheld on account of code section 409A shall be paid to the personal representative of theExecutive’ s estate within sixty (60) days after the date of the Executive’s death.
 

 
          (c) All reimbursable expenses, any other reimbursements, and in kind benefits, including anythird-party payments, provided under this Agreement shall be made or provided in accordance withthe requirements of code section 409A, including, where applicable, the requirement that (a) anyreimbursement or in kind benefit is for expenses incurred during the Executive’s lifetime (orduring a shorter period of time specified in this Agreement), (b) the amount of expenses eligiblefor reimbursement, or in kind benefits provided, during a calendar year may not affect the expenseseligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (c) thereimbursement or payment of an eligible expense will be made on or before the last day of thecalendar year following the year in which the expense is incurred, and (d) the right toreimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.     20. Representations and Warranties of the Executive. The Executive represents andwarrants that his employment by BMP does not and will not violate any agreement or instrument towhich he is a party or by which he is bound, and the Executive agrees that he will indemnify andhold harmless BMP, its directors, officers and employees against any claims, damages, liabilitiesand expenses (including reasonable attorneys’ fees) which may be incurred, including amounts paidin settlement, by any of them in connection with any claim based upon or related to a breach of theExecutive’s representations and warranties set forth in this Paragraph 20. In the event of anyclaim based upon or related to a breach of the Executive’s representations and warranties set forthherein, BMP will give prompt written notice hereof to the Executive and the Executive shall havethe right to defend such claim with counsel reasonably satisfactory to BMP.     21. Successors and Assigns. The provisions of this Agreement shall inure to thebenefit of, and shall be binding upon, (i) BMP and its successors and assigns, including anysuccessor entity by merger, consolidation or transfer of all or substantially all of BMP’s assets(whether or not such transaction constitutes a Change in Control), and (ii) the Executive, thepersonal representative of his estate and his heirs and legatees.     22. Notices. Any notice required or permitted to be given under this Agreement shallbe in writing and shall be deemed given when personally delivered or sent by overnight courier orcertified mail, postage prepaid, return receipt requested, to the respective addresses of theparties hereto as set forth above or to such other address as either party may designate by noticeto the other party given as herein provided.     23. Waivers. Any waiver of the performance of the terms or provisions of thisAgreement shall be effective only if in writing and signed by the party against whom such waiver isto be enforced. The failure of either party to exercise any of his or its rights under thisAgreement or to require the performance of any term or provision of this Agreement, or the waiverby either party of any breach of this Agreement, shall not prevent a subsequent exercise orenforcement of such rights or be deemed a waiver of any subsequent breach of the same or any otherterm or provision of this Agreement.     24. Survival of Terms. The terms of this Agreement and the respective obligations ofthe parties hereto shall survive the termination of the Executive’s employment with BMP for as longas any obligation or duty remains outstanding.
 

 
     25. General Creditor Status. The benefits to which the Executive may become entitledunder Part Three or Part Four of this Agreement shall be paid, when due, from BMP’s general assets,and no trust fund, escrow arrangement or other segregated account shall be established as a fundingvehicle for such payments. Accordingly, the Executive’s right (or the right of the executors oradministrators of the Executive’s estate) to receive such benefits shall at all times be that of ageneral creditor of BMP and shall have no priority over the claims of other general creditors.     26. Governing Documents. This Agreement, together with (i) the stock option agreementsevidencing the Executive’s currently outstanding Options and any future Option grants, and (ii) theProprietary Information and Inventions Agreement, shall constitute the entire agreement andunderstanding of BMP and the Executive with respect to the terms and conditions of the Executive’semployment with BMP and the payment of severance benefits and shall supersede all prior andcontemporaneous written or verbal agreements and understandings between the Executive and BMPrelating to such subject matter. This Agreement may only be amended by written instrument signed bythe Executive and an authorized officer of BMP. Any and all prior agreements, understandings orrepresentations relating to the Executive’s employment with BMP, other than the stock optionagreements evidencing the Executive’s currently outstanding Options, are hereby terminated andcancelled in their entirety and are of no further force or effect.     27. Governing Law. The provisions of this Agreement shall be construed and interpretedunder the laws of the State of Delaware, without giving effect to the conflict of laws rules ofsuch state.     28. Severability. The provisions of this Agreement shall be severable and if any partof any provision shall be held invalid or unenforceable, or any separate covenant contained in anyprovision is held to be unduly restrictive and void by a final decision of any court or othertribunal of competent jurisdiction, such part, covenant or provision shall be construed or limitedin scope to give it maximum lawful validity, and the remaining provisions of this Agreement shallnonetheless remain in full force and effect.     29. Injunctive Relief. The Executive expressly agrees that the covenants set forth inParagraph 16 and Paragraph 17 of this Agreement are reasonable and necessary to protect BMP and itslegitimate business interests, and to prevent the unauthorized dissemination of ProprietaryInformation to competitors of BMP. The Executive also agrees that BMP will be irreparably harmedand that damages alone cannot adequately compensate BMP if here is a violation of Paragraph 16 orParagraph 17 of this Agreement by the Executive, and that, in addition to any rights or remediesBMP may have under Paragraph 18, injunctive relief against the Executive is essential for theprotection of BMP. Therefore, in the event of any such breach, it is agreed that, in addition toany other rights or remedies available to BMP, BMP shall be entitled as a matter of right to pursueinjunctive relief in any court of competent jurisdiction.     30. Arbitration.          A. Each party agrees that any and all disputes which arise out of or relate to the Executive’semployment, the termination of the Executive’s employment or the terms of this
 

 
Agreement shall be resolved through final and binding arbitration. Such arbitration shall bein lieu of any trial before a judge and/or jury, and the Executive and BMP expressly waive allrights to have such disputes resolved through trial before a judge and/or jury. Such disputes shallinclude, without limitation, claims for breach of contract or of the covenant of good faith andfair dealing, claims of discrimination, claims under any federal, state or local law or regulationnow in existence or hereinafter enacted and as amended from time to time concerning in any way thesubject of the Executive’s employment with BMP or its termination. The only claims not covered bythis Agreement to arbitrate disputes are: (i) claims for benefits under the unemployment insurancebenefits, (ii) claims for workers’ compensation benefits under any of BMP’s workers’ compensationinsurance policy or fund, (iii) claims arising from or relating to the restrictive covenantsimposed upon the Executive pursuant to the provisions of Paragraph 16 and Paragraph 17 of thisAgreement, and (iv) claims concerning the validity, infringement, ownership, or enforceability ofany trade secret, patent right, copyright, trademark or any other intellectual property right, andany claim pursuant to or under any existing confidential/proprietary/trade secrets information andinventions agreement(s) such as, but not limited to, the Proprietary Information and InventionsAgreement. With respect to such disputes, they shall not be subject to arbitration; rather, theywill be resolved pursuant to applicable law.          B. Arbitration shall be held in Montgomery County, Pennsylvania and conducted in accordancewith the National Rules for the Resolution of Employment Disputes of the American ArbitrationAssociation (“AAA Rules”), provided, however, that the arbitrator shall allow the discoveryauthorized by applicable law in arbitration proceedings, including, but not limited to, discoveryavailable under the applicable state and/or federal arbitration statutes. Also, to the extent thatany of the AAA Rules or anything in this arbitration section conflicts with any arbitrationprocedures required by applicable law, the arbitration procedures required by applicable law shallgovern.     31. Counterparts. This Agreement may be executed in more than one counterpart, each ofwhich shall be deemed an original, but all of which together shall constitute but one and the sameinstrument.          **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the day and year writtenabove.         **BMP SUNSTONE CORPORATION**           By:      Title: President and Chief Executive Officer           **EXECUTIVE**                Fred M Powell