Exhibit 10.1


    
      

    

     

    EXHIBIT
      10.1

    EXECUTIVE
      BONUSES 2007

     

    
      	
              A.

            	
              There
                is a primary 2007
                milnacipran related corporate objective:

            


    

     

    
      	 	
              1.

            	
              Statistical
                significance achieved on MD-02, milnacipran Phase III trial.
                (100%)

            


    

     

    A
      100%
      weighting percentage is assigned to this objective. The bonus payable is equal
      to the weighting percentage multiplied by the ‘Target Bonus’ amount as defined
      below. The bonus is payable upon achievement of the objective (top-line data
      announcement). 

     

    
      	
              B.

            	
              In
                addition, the 2007
                annual corporate
                objectives
                include:

            


    

     

    
      	 	
              1.

            	
              Major
                corporate event, such as an in-license or product acquisition.
                (70%)

            


    

     

    
      	 	
              2.

            	
              Increase
                shareholder value (defined as an increase in stock price of 50% or
                more
                versus 12-31-06 close on average for 20 consecutive trading days
                as well
                as closing price on 12-31-07). (30%).


            


    

     

     

    Specific
      weighting percentages are assigned to each of the objectives - these are noted
      in parenthetical after each objective. The bonus payable is equal to the
      weighting percentage multiplied by the ‘Target Bonus’ amount as defined below.
      The bonus is payable upon achievement of either
      objective and with respect to objective 1, is payable upon the public
      announcement of such event and with respect to objective 2, is payable on the
      first business day of 2008. Note that whether or not a particular transaction
      qualifies as a 'major corporate event' is left to the discretion of the
      Compensation Committee. In addition, a bonus is payable to an individual only
      if
      such individual is employed by the Company on the date the applicable bonus
      is
      payable.

     

    HOWEVER,
      the maximum aggregate bonus (taking into account A1, B1 and B2) is equal to
      125%
      of the Target Bonus.

     

    The
      ‘Target Bonus’ amounts are defined as:

     

    For
      Srinivas Rao, Mike Gendreau, Denise Wheeler:

     

    25%
      x
      annual base salary*

     

    *
      For
      Denise Wheeler, prorated to reflect her part-time status

     

    For
      Sabrina Johnson:

     

    35%
      x
      annual base salary

     

    For
      Jay Kranzler:

     

    66
      2/3% x
      annual base salary

     

    The
      bonus amounts are calculated based on annual base salaries as of the earlier
      of
      the achievement of the objective or December 31, 2007.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Example
      to illustrate bonus calculation formula:

     

    Assuming
      only objective B1 is met, the bonus to Jay Kranzler would be 70% x 66 2/3%
      x
      annual base salary. 

     

    Assuming
      only objective B2 is met, the bonus to Jay Kranzler would be 30% x 66 2/3%
      x
      annual base salary. 

     

    Assuming
      only objectives B1 and B2 are met, the bonus to Jay Kranzler would be 100%
      x 66
      2/3% x annual base salary.

     

    Assuming
      only objective A1 is met, the bonus to Jay Kranzler would be 100% x 66 2/3%
      x
      annual base salary.

     

    Assuming
      all objectives are met (A1, B1 and B2), or A1 and B1 are met, or A1 and B2
      are
      met, the bonus to Jay Kranzler would be 125% x 66 2/3% x annual base salary.
      

     

     

    2