Employment Agreement


Exhibit 10.1 

 EMPLOYMENT AGREEMENT
   

  AGREEMENT (the “Agreement”),
  dated as of October 6, 2003, by and between CHIRAL QUEST, INC., a Minnesota corporation with principal executive offices at 1981
  Pine Hall Drive, State College PA 16801 (the “Company”), and RONALD BRANDT, residing at 10 Lord William
  Penn Drive, Morristown, New Jersey 07960 (the “Executive”).  

 W I T N E S S E T H :  

      WHEREAS,
  the Company desires to employ the Executive as its Vice President of Business Development, and the Executive desires to serve the Company
  in this capacity, upon the terms and subject to the conditions contained in this Agreement;  

      NOW, THEREFORE,
  in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 
  

 1.  Employment.
   

  The Company agrees to employ the Executive, and the Executive agrees to be employed
  by the Company, upon the terms and subject to the conditions of this Agreement.  

 2.  Term.
   

  The employment of the Executive by the Company as provided in Section 1 shall
  be for a period of three (3) years commencing on the date hereof, unless sooner terminated in accordance with the provisions of Section
  8 below (the “Term”).
   

 3.  Duties;
  Best Efforts; Place of Performance.  

      (a)
  The Executive shall serve as Vice President of Business Development of the
  Company and shall perform, subject to the direction of the Chief Executive Officer of the Company, such duties as are customarily performed
  by the Vice President of Business Development. The Executive shall also have such other powers and duties as may be from time to time
  prescribed by the Chief Executive Officer, provided that the nature of the Executive’s powers and duties so prescribed shall not
  be inconsistent with the Executive’s position and duties hereunder.  

      (b)
  The Executive shall devote all of his business time, attention and energies
  to the business and affairs of the Company, shall use his best efforts to advance the best interests of the Company and shall not during
  the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other
  pecuniary advantage, that will interfere with the performance by the Executive of his duties hereunder or the Executive’s availability
  to perform such duties or that will adversely affect, or negatively reflect upon, the Company.  

      (c)
  The Executive understands that his duties will require a great deal of travel.
  When not traveling, the duties of the Executive hereunder will be performed by the Executive primarily
  at the office of the Company located in Monmouth Junction, NJ. Executive’s travel obligations will be subject to reasonable travel
  requirements of the Company.



 
 4.  Compensation.
   

      As full compensation for the performance by
  the Executive of his duties under this Agreement, the Company shall pay the Executive as follows:  

      (a)
  Base Salary.
  The Company shall pay the Executive a base salary (the “Base Salary”) at a rate of $165,000 per annum, in accordance
  with the Company’s regular payroll practices. 

      (b)
  Discretionary Bonus.
  At the sole discretion of the Chief Executive Officer, after consultation with the Board of Directors, the Executive shall receive an
  additional annual bonus (the “Discretionary Bonus”) in an amount up to 20% of the Base Salary, based upon his performance
  on behalf of the Company during the prior year as determined in the sole discretion of the CEO in conjunction with the Board of Directors.
  The Discretionary Bonus, if any, shall be payable either as a lump-sum payment or in installments as determined by the Company in its
  sole discretion.  

      (c)
  Incentive Bonus.
  The Company shall pay the Executive a periodic milestone based incentive bonuses (each an “Incentive Bonus”) as follows:
   


        (i)
    A one time payment of $50,000 upon the completion of the first two consecutive
    fiscal quarters in which the Company has gross revenue in excess of $1,000,000;  

        (ii)
    A one time payment of $75,000 upon the completion of the first two consecutive
    fiscal quarters in which the Company has gross revenue in excess of $2,500,000;  

        (iii)
    For each fiscal quarter in which the Company has gross revenue in excess
    of $2,500,000 following the first two consecutive fiscal quarters described in (ii) above, the Company will remit to the Executive
    a payment of $10,000.  

        (iv)
    A one time payment of $100,000 upon the completion of the first two consecutive
    fiscal quarters in which the Company has gross revenue in excess of $5,000,000;  

        (v)
    For each fiscal quarter in which the Company has gross revenue in excess
    of $5,000,000 following the first two consecutive fiscal quarters described in (iv) above, the Company will remit to the Executive
    a payment of $10,000 (in addition to the $10,000 payment in (iv) above);  



      (d)
  Withholding.
  The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required
  by law from all amounts payable to the Executive under this Section 4.  

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      (e)
  Stock Options.
  Promptly after the date hereof, and as additional compensation for the services to be rendered by the Executive pursuant to this Agreement,
  the Company shall grant the Executive non-qualified stock options (“Stock Options”), pursuant to its stock option plan,
  to purchase 175,000 shares of Common Stock of the Company (representing 1.34% of the outstanding common stock as of the date hereof).
  The stock options shall vest ratably over a three-year period ending on the third anniversary of the date of this Agreement, so that
  58,333 shares of the Company’s Common Stock will vest on each of October 6, 2004 and October 6, 2005 and 58,334 shares will vest
  on October 6, 2006, subject to the provisions of Section 9 below. In connection with such grant, the Executive shall enter into the
  Company’s standard stock option agreement which will incorporate the foregoing vesting schedule and the Stock Option related provisions
  contained in Section 9 below. With the exception of the terms described in this Agreement, all terms of the stock options will be consistent
  with Company’s employee stock option plan.  

      (f)
  Expenses.
  All travel and other expenses reasonably incurred by Executive incidental to the rendering of services to the Company hereunder shall
  be paid by the Company or reimbursed to he Executive after review and approval of expense reports on Company forms supported by appropriate
  documentation. The Company will provide a car allowance of $400 per month to cover the Executive’s automobile costs related to
  the upkeep and maintenance, gas, oil and automobile insurance. From time to time, Executive shall submit, and obtain approval for, proposed
  expense budgets. All unbudgeted expenses in excess of $2,000.00 (individually, or collectively if in connection with a single, related
  subject or project within a given month) shall require advance approval. The Company will reimburse Executive, or pay in advance, for
  reasonable itemized travel and other expenses incurred incidental to rendering services to the Company prior to the Effective Date.
   

      (g)
  Other Benefits.
  The Executive shall be entitled to all rights and benefits for which he shall be eligible under any benefit or other plans (including,
  without limitation, dental, medical, medical reimbursement and hospital plans, pension plans, employee stock purchase plans, profit
  sharing plans, bonus plans and other so-called "fringe" benefits) as the Company shall make available to its senior executives from
  time to time.  

      (h)
  Vacation.
  The Executive shall, during the Term, be entitled to a vacation of three (3) non-consecutive weeks per annum. The Executive shall not
  be entitled to carry any vacation forward to the next year of employment and shall not receive any compensation for unused vacation
  days.  

 5.  Confidential
  Information and Inventions  

      (a)
  The Executive recognizes and acknowledges that in the course of his duties
  he is likely to receive confidential or proprietary information owned by the Company, its affiliates or third parties with whom the
  Company or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, the Executive agrees to
  keep confidential and not disclose or make accessible to any other person or use for any other purpose other than in connection with
  the fulfillment of his duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by, or received
  by or on behalf of, the Company or any of its affiliates. “Confidential and Proprietary Information” shall include, but shall
  not be limited to, confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans
  (both current and under development), client lists, 

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 promotion and marketing programs, trade secrets, or any other confidential or
  proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions,
  credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate
  or client of the Company. The Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information
  and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive agrees:
  (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) not to take any Company material or
  reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies,
  computer programs or disks) thereof from the Company’s offices at any time during his employment by the Company, except as required
  in the execution of the Executive’s duties to the Company. The Executive agrees to return immediately all Company material and
  reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies,
  computer programs or disks) thereof in his possession to the Company upon request and in any event immediately upon termination of employment.
   

      (b)
  Except with prior written authorization by the Company, the Executive agrees
  not to disclose or publish any of the Confidential and Proprietary Information, or any confidential, scientific, technical or business
  information of any other party to whom the Company or any of its affiliates owes an obligation of confidence, at any time during or
  after his employment with the Company.  

      (c)
  The Executive agrees that all inventions, discoveries, improvements and patentable
  or copyrightable works (“Inventions”) initiated, conceived or made
  by him, either alone or in conjunction with others, during the Term shall be the sole property of the Company to the maximum extent
  permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in
  the United States Copyright Act (17 U.S.C.A., Section 101). The Company shall be the sole owner of all patents, copyrights, trade secret
  rights, and other intellectual property or other rights in connection therewith. The Executive hereby assigns to the Company all right,
  title and interest he may have or acquire in all such Inventions. The Executive further agrees to assist the Company in every proper
  way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions
  in any and all countries, and to that end the Executive will execute all documents necessary: 


       (i)
    to apply for, obtain and vest in the name of the Company alone (unless
    the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when
    so obtained or vested to renew and restore the same; and 

       (ii)
    to defend any opposition proceedings in respect of such applications and
    any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.
     



      (d)
  The Executive acknowledges that while performing the services under this
  Agreement the Executive may locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields
  of pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields which may be of potential interest to the Company
  or one of its affiliates (the “Third Party Inventions”).
  The Executive understands, acknowledges and 

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 agrees that all rights to, interests in or opportunities regarding, all Third-Party
  Inventions identified by the Company, any of its affiliates or either of the foregoing persons’ officers, Vice Presidents, employees
  (including the Executive), agents or Executives during the Employment Term shall be and remain the sole and exclusive property of the
  Company or such affiliate and the Executive shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself
  or for others any transaction relating to the Third-Party Inventions which is not on behalf of the Company.  

      (e)
  The provisions of this Section 5 shall survive any termination of this Agreement.
   

 6. Non-Competition,
  Non-Solicitation and Non-Disparagement  

      (a)
  The Executive understands and recognizes that his services to the Company
  are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential
  and Proprietary Information (as defined in Section 5) and the Executive agrees that, during the Executive’s employment with the
  Company and for a period of one year thereafter (the “Restricted Period”), he shall not in any manner, directly or indirectly,
  on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any
  business which is engaged in any business competitive with the business of the Company, either as an individual for his own account,
  or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, Executive, salesperson, officer,
  Vice President or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s
  business, which is deemed by the parties hereto to be worldwide. The Executive acknowledges that, due to the unique nature of the Company’s
  business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could
  create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong
  legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive
  narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company
  shall be deemed to be actively engaged in the business of chiral chemistry, including the development, application, and manufacturing
  of catalysts used to develop and manufacture chiral molecules, intermediates, and building blocks and providing consulting services
  in connection therewith, and in the future, in any other business in which the Company devotes substantive resources to study, develop
  or pursue during the Restricted Period. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit
  the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities
  of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than
  three percent (3%) of any class or series of outstanding securities of such corporation. 

      (b)
  During the Restricted Period, the Executive shall not, directly or indirectly,
  without the prior written consent of the Company:  


        (i)
    solicit or induce any employee of the Company or any individual or entity
    directly or indirectly controlling, controlled by or under common control of the Company, including without limitation, any subsidiary
    of the Company (each an “Affiliate”) to leave the employ of the Company or any Affiliate; or hire for any purpose any employee
    of the Company or any Affiliate or any employee who has left the employment of the Company or any 

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   Affiliate within one year of the termination of such employee’s employment
    with the Company or any Affiliate or at any time in violation of such employee’s non-competition agreement with the Company or
    any such Affiliate; or  

        (ii)
    solicit or accept employment or be retained by any Person who, at any time
    during the term of this Agreement, was an agent, competitor, client or customer of the Company or any Affiliates where his position
    will be related to the business of the Company or any such Affiliate; or 

       (iii)
    solicit or accept the business of any agent, client or customer of the
    Company or any of its affiliates with respect to products, services or investments similar to those provided or supplied by the Company
    or any of its affiliates.  

        (iv)
    compete with the Company in the business of the Company, either individually
    or in conjunction with any person, firm, association, syndicate, partnership, company or corporation, directly or indirectly (as principal,
    agent, employee, Vice President, officer, shareholder, partner, independent contractor, Executive, individual proprietor, or as an
    investor who has made advances, loans, or contributions of capital, or in any other manner whatsoever).  



      (c)
  The Executive agrees that both during the Term and at all times thereafter,
  he shall not directly or indirectly disparage, whether or not true, the name or reputation of the Company or any of its affiliates,
  including but not limited to, any officer, Vice President, employee or shareholder of the Company or any of its affiliates. 


      (d)
  In the event that the Executive breaches any provisions of Section 5 or this
  Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be
  entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections
  and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals,
  increments and other benefits (collectively “Benefits”)
  derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or
  6 and the Executive hereby agrees to account for and pay over such Benefits to the Company. The Executive agrees that in such action,
  if the Company makes a prima facie showing that Executive has violated or apparently intends to violate any of the provisions of this
  Section 6, the Company need not prove either damage or irreparable injury in order to obtain injunctive relief. 

      (e)
  Each of the rights and remedies enumerated in Section 6(d) shall be independent
  of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity.
  If any of the provisions contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid
  or unenforceable, the same shall not affect the remainder of the provisions or covenants or rights or remedies which shall be given
  full effect without regard to the invalid portions. If any of the provisions contained in this Section 6 is held to be invalid or unenforceable
  because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall
  have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable.
  No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the
  relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such
  provision as to breaches of such covenants in such other respective states or jurisdictions, such provisions being, for this purpose,
  severable into diverse and independent provisions.  

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      (f)
  In the event that an actual proceeding is brought in equity to enforce the
  provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall
  the Company be prevented from seeking any other remedies which may be available. The Executive agrees that he shall not raise in any
  proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his
  ability to earn a living.  

      (g)
  The provisions of this Section 6 shall survive any termination of this Agreement.
   

 7.  Representations
  and Warranties by the Executive  

 The Executive hereby represents and warrants to the Company as follows: 


      (a)
  Neither the execution or delivery of this Agreement nor the performance by
  the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict
  with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse
  of time or both) any prior employment agreement, contract, or other instrument to which the Executive is a party or by which he is bound.
   

      (b)
  The Executive has the full right, power and legal capacity to enter and deliver
  this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation
  of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required
  for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder.  

 8.  Termination.
   

  The Executive’s employment hereunder shall terminate upon the Executive’s
  death and may be terminated as follows:  

      (a)
  The Executive’s employment hereunder may be terminated by the Board
  of Directors or the Chief Executive Officer of the Company for Cause. Any of the following actions by the Executive shall constitute
  “Cause”:
   


        (i)
    The willful failure, disregard or refusal by the Executive to perform his
    duties hereunder;  

        (ii)
    Any willful, intentional or grossly negligent act by the Executive having
    the effect of injuring, in a material way (whether financial or otherwise and as determined in good-faith by the Company), the business
    or reputation of the Company or any of its affiliates, including but not limited to, any officer, Vice President, executive or shareholder
    of the Company or any of its affiliates; 



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        (iii)
    Willful misconduct by the Executive, including insubordination, in respect
    of the duties or obligations of the Executive under this Agreement;  

        (iv)
    The Executive’s indictment of any felony or a misdemeanor involving
    moral turpitude (including entry of a nolo contendere plea); 
  

        (v)
    The determination by the Company, after a reasonable and good-faith investigation
    by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of discrimination
    or harassment protected by law (including, without limitation, age, sex or race discrimination);  

        (vi)
    Any misappropriation or embezzlement of the property of the Company or
    its affiliates (whether or not a misdemeanor or felony);  

        (vii)
    Breach by the Executive of any of the provisions of Section 5 or Section
    6 of this Agreement; and  

        (viii)
    Breach by the Executive of any provision of this Agreement other than those
    contained in Section 5 or Section 6 which is not cured by the Executive within thirty (30) days after notice thereof is given to the
    Executive by the Company.  



      (b)
  The Executive’s employment hereunder may be terminated by the Company
  due to the Executive’s Disability. For purposes of this Agreement, a termination for “Disability”
  shall occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a
  reputable independent physician to the effect that the Executive shall have become so physically or mentally incapacitated as to be
  unable to resume, within the ensuing six (6) months, his employment hereunder by reason of physical or mental illness or injury, or
  (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his
  duties hereunder for 90 or more consecutive days, or more than 120 days in any consecutive twelve month period, by reason of any physical
  or mental illness or injury. For purposes of this Section 8(b), the Executive agrees to be available and to cooperate in any reasonable
  examination by a reputable independent physician retained by the Company.  

      (c)
  The Executive’s employment hereunder may be terminated by the Company
  for Good Reason. For purposes of this Agreement, “Good Reason”
  means a breach by the Company of its material obligations under Section 4 of this Agreement which is not cured by the Company within
  30 days after notice thereof is given by the Executive to the Company. 

      (d)
  The Executive’s employment hereunder may be terminated by the Company
  (or its successors) upon the occurrence of a Change of Control. For purposes of this Agreement, “Change
  of Control” means (i) the acquisition, directly or indirectly, following
  the date hereof by any person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended),
  in one transaction or a series of related transactions, of securities of the Company representing in excess of fifty percent (50%) or
  more of the combined voting power of the Company’s then outstanding securities if such person or his or its affiliate(s) do not
  own in excess of 50% of such voting power on the date of this Agreement, or (ii) the future disposition by the Company (whether direct
  or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets
  in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing the domicile
  of the Company). 

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      (e)
  The Executive’s employment hereunder may be terminated by the Company
  at any time and for any reason or no reason.  

 9.  Compensation
  upon Termination.  

      (a)
  If the Executive’s employment is terminated as a result of his death
  or Disability, the Company shall (i) pay to the Executive or to the Executive’s estate, as applicable, his Base Salary and any
  accrued and unpaid Bonus and expense reimbursement amounts through the date of his death or Disability, and (ii) for a period of twelve
  months thereafter provide continuation coverage to the members of the Executive’s family and, in the case of termination for Disability,
  the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members
  and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability. In the case
  of Executive’s death, the Company will continue to pay the Executive’s Salary to his estate for 12 months. Any Stock Options
  that have not vested as of the date of the Executive’s death or Disability shall be deemed to have expired as of such date; provided,
  however, that any vested Stock Options shall remain exercisable for a period of 90 days.  

      (b)
  If the Executive’s employment is terminated by the Company for Cause
  or other than for Good Reason, the Company shall pay to the Executive his Base Salary through the date of his termination and the Executive
  shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as
  of the date of any such termination shall be deemed to have expired as of such date and, in addition, the Executive’s right to
  exercise any vested Stock Options shall terminate as of such date.  

      (c)
  If the Executive’s employment is terminated by the Company (or its successor)
  upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall (i) continue to pay to the Executive
  his Base Salary for a period of six months following such termination, and (ii) pay the Executive any accrued and unpaid Bonus and expense
  reimbursement amounts through the date of termination. The Company’s obligation under clause (i) in the preceding sentence shall
  be reduced, however, by any amounts otherwise actually earned by the Executive during the 6-month period following the termination of
  his employment. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested
  as of such date.  

      (d)
  If (i) the Executive’s employment is terminated by the Company other
  than as a result of the Executive’s death or Disability and other than for reasons specified in Sections 9(b) or (c), or (ii) the
  Executive’s employment is terminated by the Executive for Good Reason, the Company shall (i) continue to pay to the Executive his
  Base Salary for a period of six months following such termination and (ii) pay the Executive any accrued and unpaid Bonus and expense
  reimbursement amounts through the date of termination. The Company’s obligation under clause (i) in the preceding sentence shall
  be reduced, however, by any amounts otherwise actually earned by the Executive from other employment during the six-month period following
  the termination of his employment. All Stock Options that have not vested as of the date of termination shall be deemed to have expired
  as of such date; provided, however, that and vested Stock Options shall remain exercisable for a period of 90 days.  

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      (e)
  The continuation coverage under any major medical and other health, accident,
  life or other disability plans and programs for the periods provided in Section 9(a) shall be provided (i) at the expense of the Company
  and (ii) in satisfaction of the Company’s obligation under Section 4980B of the Internal Revenue Code of 1986 (and any similar
  state law) with respect to the period of time such benefits are continued hereunder. Notwithstanding anything to the contrary contained
  herein, the Company’s obligation to provide such continuation coverage under such Sections shall cease immediately upon the date
  any covered individual becomes eligible for similar benefits under the plans or policies of another employer.  

      (f)
  This Section 9 sets forth the only obligations of the Company with respect
  to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of
  his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9.  

      (g)
  The provisions of this Section 9 shall survive any termination of this Agreement.
   

 10. Miscellaneous.
   

      (a)
  This Agreement shall be governed by, and construed and interpreted in accordance
  with, the laws of the State of New Jersey, without giving effect to its principles of conflicts of laws.  

      (b)
  Any dispute arising out of, or relating to, this Agreement or the breach
  thereof (other than Sections 5 or 6 hereof), or regarding the interpretation thereof, shall be finally settled by arbitration conducted
  in New Jersey in accordance with the rules of the American Arbitration Association then in effect before a single arbitrator appointed
  in accordance with such rules. Judgment upon any award rendered therein may be entered and enforcement obtained thereon in any court
  having jurisdiction. The arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature,
  including specific performance. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or
  to compel arbitration and for purposes of Sections 5 and 6 hereof, the parties hereby submit to the non-exclusive jurisdiction of the
  [Supreme Court of the State of New Jersey, Bergen County, or the
  United States District Court for the District of New Jersey], and agree that service of process in such arbitration or court proceedings
  shall be satisfactorily made upon it if sent by registered mail addressed to it
  at the address referred to in paragraph (g) below.  

      (c)
  This Agreement shall be binding upon and inure to the benefit of the parties
  hereto, and their respective heirs, legal representatives, successors and assigns.  

      (d)
  This Agreement, and the Executive’s rights and obligations hereunder,
  may not be assigned by the Executive. The Company may assign its rights, together with its obligations, hereunder in connection with
  any sale, transfer or other disposition of all or substantially all of its business or assets.  

      (e)
  This Agreement cannot be amended orally, or by any course of conduct or dealing,
  but only by a written agreement signed by the parties hereto.  

      (f)
  The failure of either party to insist upon the strict performance of any
  of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance
  therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this
  Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such
  party.

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      (g)
  All notices, requests, consents and other communications, required or permitted
  to be given hereunder, shall be in writing and shall be delivered personally or by an overnight courier service or sent by registered
  or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement,
  and shall be deemed given when so delivered personally or by overnight courier, or, if mailed, five days after the date of deposit in
  the United States mails. Either party may designate another address, for receipt of notices hereunder by giving notice to the other
  party in accordance with this paragraph (g).  

      (h)
  This Agreement sets forth the entire agreement and understanding of the parties
  relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating
  to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement,
  and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.  

      (i)
  As used in this Agreement, “affiliate” of a specified Person shall
  mean and include any Person controlling, controlled by or under common control with the specified Person.  

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

      (k)
  This Agreement may be executed in any number of counterparts, each of which
  shall constitute an original, but all of which together shall constitute one and the same instrument.  

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

	 	CHIRAL QUEST, INC.
	 	 	 
	 	By: 	/s/ Alan D. Roth
	 	 	

	 	 	Alan D. Roth, Ph.D.

      President & Chief Executive Officer 
	 	 	 
	 	 	 
	 	By: 	/s/ Ronald Brandt
	 	 	

	 	 	Ronald Brandt 


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