**Exhibit 10.10**
**EMPLOYMENT AGREEMENT**
     THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 1st day ofApril, 2004, is between Barrier Therapeutics, Inc., a Delaware corporation (the“Corporation”) and Albert C. Bristow (the “Executive”).
     The Corporation is a biopharmaceutical company focused on the discovery, development andcommercialization of pharmaceutical products in the field of dermatology. The Corporation desiresto employ the Executive, and the Executive desires to accept such employment, on the terms andsubject to the conditions hereinafter set forth.
     **NOW, THEREFORE,**in consideration of the premises and of the mutual covenants and obligationshereinafter set forth, the parties hereto agree as follows:
     **1. ****Employment; Effectiveness of Agreement****.**Effective as of the date hereof (suchdate, the “Commencement Date,” for all purposes hereof), the Corporation shall employ theExecutive, and the Executive shall accept employment by the Corporation, upon the terms andconditions hereinafter set forth.
     **2. ****Term**. The employment of the Executive hereunder shall commence on the CommencementDate and continue until terminated pursuant to the terms of this Agreement. The period ofExecutive’s employment is hereinafter referred to as the “Employment Period.”
     **3. ****Duties****.**During the Employment Period, the Executive shall be initially employed bythe Corporation as the General Counsel and Corporate Secretary of the Corporation and shall servethe Corporation faithfully and to the best of his ability. The Executive shall devote his fulltime, attention, skill and efforts to the performance of the duties required by or appropriate forhis position with the Corporation. The Executive shall report to the Chief Executive Officer ofthe Corporation.
     **4. ****Time to be Devoted to Employment****.**Except for vacation, absences due to temporaryillness and absences resulting from Disability (as hereinafter defined), the Executive shall devotethe Executive’s business time, attention and energies on a full-time basis to the performance ofthe duties and responsibilities referred to in Section 3. The Executive shall not during theEmployment Period be engaged in any other business activity which, in the reasonable judgment ofthe Board of Directors of the Corporation, would conflict with the ability of the Executive toperform his duties under this Agreement, whether or not such activity is pursued for gain, profitor other pecuniary advantage.
     **5. ****Compensation; Bonus; Benefits; Reimbursement****.**
          (a) Base Salary. During the Employment Period, the Corporation shall pay to theExecutive an annual base salary of $158,000 which shall be subject to review and, at the option ofthe Compensation Committee of the Corporation, subject to increase (such salary, as the same may beincreased from time to time as aforesaid, being referred to herein as the
 

 

“Base Salary”). The Base Salary shall be payable in such installments (but not less frequentthan monthly) as is the policy of the Corporation with respect to employees of the Corporation atsubstantially the same level of employment as the Executive.
          (b) Benefits; Bonus. During the Employment Period, the Executive shall be entitled toparticipate in all bonus and incentive programs of the Corporation and shall receive such medicaland other benefits (the “Benefit Arrangements”), as may be provided from time to time by theCorporation to its officers in the discretion of the Compensation Committee.
          (c) Equity Compensation. During the Employment Period, the Executive shall beentitled to participate in all equity compensation plans and programs and shall receive such grantsas may be provided from time to time by the Corporation to its officers in the discretion of theCompensation Committee.
          (d) Vacation. During the Employment Period, the Executive shall be entitled to fourweeks-paid vacation during each 12-month period worked.
          (e) Reimbursement of Expenses. During the Employment Period, the Corporation shallreimburse the Executive, in accordance with the policies and practices of the Corporation in effectfrom time to time with respect to other employees of the Corporation at substantially the samelevel of employment as the Executive, for all reasonable and necessary traveling expenses and otherdisbursements incurred by him for or on behalf of the Corporation in connection with theperformance of his duties hereunder upon presentation by the Executive to the Corporation ofappropriate documentation therefor.
          (f) Deductions. The Corporation shall deduct from any payments to be made by it tothe Executive under this Section 5 or Section 8 any amounts required to be withheld in respect ofany Federal, state or local income or other taxes.
     **6. ****Termination and At-Will Employment****.**
          (a) Executive understands and acknowledges that his employment with the Corporation is for anunspecified duration and constitutes “at-will” employment. Executive acknowledges that thisemployment relationship may be terminated at any time, with or without cause, at the option eitherof the Corporation or Executive, and with or without notice.
          (b) For convenience of reference, the date upon which any termination of the employment of theExecutive pursuant to this Section 7 hereof shall be effective is hereinafter referred to as the“Termination Date.” If the Executive dies during the Employment Period, the Termination Date shallbe deemed to be the date of the Executive’s death.
     **7. ****Effect of Termination of Employment****.**
          (a) As used herein, the following defined terms shall have the following meanings:
               (i) “Cause” shall mean (i) Executive’s violation of any material Corporation policy,misappropriation of funds or property of the Corporation or attempt
-2-

 

to obtain any personal profit from any transaction in which the Corporation has an interest;(ii) Executive has neglected or failed to discharge any of his duties or obligations under thisAgreement or failed to obey appropriate directions (to the extent lawful) from the Board ofDirectors of the Corporation or an officer of the Corporation to whom the Executive reports, whichneglect or failure, if curable, shall not have been cured within 10 days after receipt of writtennotice; (iii) material breach of any of the provisions of this Agreement (or any other document oragreement between the Corporation and the Executive) by the Executive; (iv) the commission by theExecutive of any act of fraud or dishonesty (financial or otherwise) with respect to theCorporation or any subsidiary or affiliate thereof; (v) the conviction or entry of a plea of nolocontendere of the Executive for violating any laws constituting a felony (including the ForeignCorrupt Practices Act of 1977); or (vi) conviction or entry of a plea of nolo contendere for acrime involving moral turpitude or fraud.
               (ii) “Good Reason” shall mean with respect to Executive, (i) a material reduction of hiscompensation (base compensation plus guaranteed bonus), or (ii) a material diminution in duties ofExecutive described in this Agreement or reasonable for someone with Executive’s title and positionwith the Corporation, (iii) a requirement that Executive report to work at a location that isoutside New Jersey or Eastern Pennsylvania, (iv) the failure of the Corporation to obtain theagreement from any successor to assume and agree to perform his employment agreement, or (v) thematerial breach of his employment agreement with the Corporation, which neglect or failure, ifcurable, is not cured within ten (10) days after receipt of written notice of such breach.
               (iii) “Disability” shall mean the Executive is incapacitated or disabled by accident, sicknessor otherwise so as to render Executive mentally or physically incapable of performing the essentialfunctions of his job with or without a reasonable accommodation for 90 days in any 360 consecutiveday period.
          (b) If the Executive’s employment is terminated by (i) the Corporation without Cause (otherthan by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason,neither the Executive nor the Executive’s beneficiaries or estate shall have any further rightsunder this Agreement or any claims against the Corporation arising out of this Agreement, exceptthat Executive shall be entitled to receive, upon execution of a general release and waiver ofclaims that is acceptable to the Corporation (the “Release”), and so long as he continues to complywith the provision of any confidentiality, non-competition, or non-solicitation agreement with theCorporation to which Executive is subject (including, without limitation, the ConfidentialityAgreement):
     (i) continuation of his base salary, less applicable withholdings, at thesalary rate in effect at the time of the termination of his employment, payable inthe ordinary course of the Corporation’s business as if Executive were remaining inthe employ of the Corporation, for a period of six (6) months from the TerminationDate (the “Severance Period”);
     (ii) any earned but unpaid bonus as of the Termination Date (which amount shallbe paid within 30 days of the Termination Date);
-3-

 

     (iii) any reasonable out-of-pocket business expenses properly incurred but notyet reimbursed (which amount shall be paid within 30 days of the Termination Date);
     (iv) continuation of Executive’s medical benefits until the earlier of (i) theend of the Severance Period, or (ii) the date on which Executive is eligible toreceive medical benefits from another company; provided, that, in the event that anyof the Corporation’s medical benefit plans prohibit participation in such plan bythe Executive following his termination, 100% of the applicable COBRA premiums shallbe payable by the Corporation for the period described herein; and
     (v) additional vesting (or release of repurchase right) of any outstandingequity grant or award on the Termination Date that was not fully vested to providethat any shares that would have vested during the Severance Period shall be fullyvested on the Termination Date. Executive shall have a six month period to exerciseoutstanding options following the Termination Date if Executive is terminatedwithout Cause.
          (c) If Executive’s employment is terminated by the Corporation by reason of death orDisability, upon the Termination Date, neither the Executive nor the Executive’s beneficiaries orestate shall have any further rights under this Agreement or any claims against the Corporationarising out of this Agreement, except Executive shall be entitled to receive, upon his execution ofthe Release (solely in the case of Disability), and so long as he continues to comply with theprovisions of any confidentiality, non-competition or non-solicitation agreement with theCorporation of which the Executive is subject (including, without limitation the ConfidentialityAgreement) (solely in the case of Disability):
     (i) any earned but unpaid bonus through Termination Date (which amount shall bepaid within 30 days of the Termination Date);
     (ii) any reasonable out-of-pocket business expenses properly incurred but notyet reimbursed (which amount shall be paid within 30 days of the Termination Date);
     (iii) additional vesting (or release of repurchase right) of any outstandingequity grant or award that on the Termination Date that was not fully vested shallbe fully vested on the Termination Date.
     In addition to the foregoing set forth in this clause (c), in the event oftermination of Executive by reason of Death or Disability, Executive shall beentitled to any life insurance or disability insurance benefits provided to allemployees of the Corporation.
          (d) The Executive’s obligations under Section 10 of this Agreement, and the Corporation’sobligations under this Section 7, shall survive the termination of this Agreement and thetermination of the Executive’s employment hereunder.
     **8. ****Effect of Change of Control****.**
-4-

 

          (a) Immediately prior to the effective date of a Change of Control, regardless of whether ornot Executive is terminated or chooses to terminate his employment as a result of such Change ofControl, Executive shall be entitled to receive full vesting (or release from repurchase right) ofany outstanding equity grant or award that at such time was not fully vested to provide that anyunvested shares, options, or other equity awards shall be fully vested and exercisable immediatelyprior to such Change of Control. The Corporation agrees that, in the event of a Change of Control,to use commercially reasonable efforts to avoid the imposition of excise taxes under Section 4999of the Internal Revenue Code or to “gross up” the compensation to Executive to compensate him orher for any excise tax resulting from such full vesting (or release from repurchase right).
          (b) As used herein, the term “Change of Control” shall be defined as a change in ownership orcontrol of the Corporation affected through any of the following transactions:
               (i) a statutory share exchange, merger, consolidation or reorganization approved by theCorporation’s stockholders, unless securities representing more than fifty percent (50%) of thetotal combined voting power of the voting securities of the successor corporation are immediatelythereafter beneficially owned, directly or indirectly and in substantially the same proportion, bythe persons who beneficially owned the Corporation’s outstanding voting securities immediatelyprior to such transaction;
               (ii) any stockholder approved transfer or other disposition of all or substantially all of theCorporation’s assets (whether held directly or indirectly through one or more controlledsubsidiaries) except to or with a wholly-owned subsidiary of the Corporation; or
               (iii) the acquisition, directly or indirectly by any person or related group of persons ofbeneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) of securities possessing more than fifty percent (50%) of the totalcombined voting power of the Corporation’s outstanding securities pursuant to transactions with theCorporation’s stockholders and not solely by direct purchase from the Corporation.
     **9. ****Disclosure of Information; Right of Inventions****.**As a condition of continuedemployment pursuant to this Employment Agreement, Executive has or, simultaneously with theexecution of this Agreement Executive shall, enter into the Corporation’s standard ConfidentialInformation and Invention Assignment Agreement.
     **10. ****Restrictive Covenants****.**
          (a) The Executive acknowledges and recognizes that during the Employment Period he will beprivy to confidential information of the Corporation and further acknowledges and recognizes thatthe Corporation would find it extremely difficult to replace the Executive. Accordingly, inconsideration of the promises contained herein and the consideration to be received by theExecutive hereunder (including, without limitation, the severance compensation described in Section8, if any), without the prior written consent of the Corporation, the Executive shall not, at anytime during the employer/employee relationship
-5-

 

between the Corporation and the Executive or the one-year period after the termination of suchemployer/employee relationship, (i) directly or indirectly engage in, represent in any way, or beconnected with, any Competing Business (as hereinafter defined) directly competing with thebusiness of the Corporation or any direct or indirect subsidiary or affiliate thereof in the UnitedStates, Canada or Europe, whether such engagement shall be as an officer, director, owner,employee, partner, affiliate or other participant in any Competing Business, (ii) assist others inengaging in any Competing Business in the manner described in clause (i) above, (iii) induce orsolicit other employees of the Corporation or any direct or indirect subsidiary or affiliatethereof to terminate their employment with the Corporation or any such direct or indirectsubsidiary or affiliate or to engage in any Competing Business or (iv) induce any entity or personwith which the Corporation or any direct or indirect subsidiary or any affiliate thereof has abusiness relationship to terminate or alter such business relationship. As used herein, “CompetingBusiness” shall mean any business involving the discovery, development and commercialization ofproducts in the United States, Canada or Europe if such business or the products developed or soldby it are competitive, directly or indirectly, at the time of the Termination Date with (A) thebusiness of the Corporation or any direct or indirect subsidiary thereof, (B) any of the productsmanufactured, sold or distributed by the Corporation or any direct or indirect subsidiary thereofor (C) any products or business being developed or conducted by the Corporation or any direct orindirect subsidiary thereof.
          (b) The Executive understands that the foregoing restrictions may limit his ability to earn alivelihood in a business similar to the business of the Corporation or any subsidiary or affiliatethereof, but he nevertheless believes that he has received and will receive sufficientconsideration and other benefits as an employee of the Corporation and as otherwise providedhereunder to justify clearly such restrictions which, in any event (given his education, skills andability), the Executive does not believe would prevent him from earning a living.
     **11. ****Representations, Warranties and Covenants of the Employee.**
          (a) **Restrictions****.**The Executive represents and warrants to the Corporation that:
     (i) there are no restrictions, agreements or understandings whatsoever to whichthe Executive is a party which would prevent or make unlawful the Executive’sexecution of this Agreement or the Executive’s employment hereunder, which is orwould be inconsistent or in conflict with this Agreement or the Executive’semployment hereunder, or would prevent, limit or impair in any way the performanceby the Executive of the obligations hereunder; and
     (ii) the Executive has disclosed to the Corporation all restraints,confidentiality commitments or other employment restrictions that he has with anyother employer, person or entity.
          (b) **Obligations to Former Employers.** The Executive covenants that in connection withhis provision of services to the Corporation, he shall not breach any obligation
-6-

 

(legal, statutory, contractual or otherwise) to any former employer or other person,including, but not limited to, obligations relating to confidentiality and proprietary rights.
          (c) **Obligations Upon Termination.** Upon and after his termination or cessation ofemployment with the Corporation and until such time as no obligations of the Executive to theCorporation hereunder exist, the Executive shall (i) provide a complete copy of this Agreement toany person, entity or association engaged in a Competing Business with whom or which the Executiveproposes to be employed, affiliated, engaged, associated or to establish any business orremunerative relationship prior to the commencement of any such relationship and (ii) shall notifythe Corporation of the name and address of any such person, entity or association prior to thecommencement of such relationship.
     **12. ****Miscellaneous Provisions****.**
          (a) **Entire Agreement; Amendments**.
     (i) This Agreement and the other agreements referred to herein contain theentire agreement between the parties hereto with respect to the transactionscontemplated hereby and supersede all prior agreements or understandings between theparties with respect thereto.
     (ii) This Agreement shall not be altered or otherwise amended, except pursuantto an instrument in writing signed by each of the parties hereto.
          (b) **Descriptive Headings****.**Descriptive headings are for convenience only and shall notcontrol or affect the meaning or construction of any provisions of this Agreement.
          (c) **Notices****.**All notices or other communications pursuant to this Agreement shall bein writing and shall be deemed to be sufficient if delivered personally, telecopied, sent bynationally-recognized, overnight courier or mailed by registered or certified mail (return receiptrequested), postage prepaid, to the parties at the following addresses (or at such other addressfor a party as shall be specified by like notice):       (i) if to the Corporation, to:       Barrier Therapeutics, Inc.   600 College Road East, Suite 3200   Princeton, New Jersey 08540   Attention: Chief Executive Officer   Telecopier: (609) 945-1255
-7-

 
       with a copy to:       Morgan, Lewis & Bockius LLP   502 Carnegie Center   Princeton, New Jersey 08540   Attention: Steven M. Cohen, Esq.   Telecopier: (609) 919-6639
     (ii) if to the Executive, to him at the address in the Corporation’s personnelrecords.
All such notices and other communications shall be deemed to have been delivered and received (A)in the case of personal delivery, on the date of such delivery, (B) in the case of delivery bytelecopy, on the date of such delivery, (C) in the case of delivery by nationally-recognized,overnight courier, on the Business Day following dispatch, and (D) in the case of mailing, on thethird Business Day following such mailing. As used herein, “Business Day” shall mean any day thatis not a Saturday, Sunday or a day on which banking institutions in New Jersey are not required tobe open.
     (d) **Counterparts**. This Agreement may be executed in any number of counterparts, andeach such counterpart shall be deemed to be an original instrument, but all such counterpartstogether shall constitute but one agreement. This agreement may be executed and delivered byfacsimile.
     (e) **Governing Law****.**This Agreement shall be governed by and construed and enforced inaccordance with the laws of New Jersey applicable to contracts made and performed wholly therein.
     (f) **Benefits of Agreement; Assignment****.**The terms and provisions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors, assigns, representatives, heirs and estate, as applicable. Anything contained hereinto the contrary notwithstanding, this Agreement shall not be assignable by any party hereto withoutthe consent of the other party hereto; provided, however, the Corporation may assign this Agreementin connection with a sale of all or substantially all of the assets or a merger.
     (g) **Waiver of Breach****.**The waiver by either party of a breach of any provision of thisAgreement by the other party must be in writing and shall not operate or be construed as a waiverof any subsequent breach by such other party.
     (h) **Severability**. In the event that any provision of this Agreement is determined tobe partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provisionshall, as to such jurisdiction, be modified or restricted to the extent necessary to make suchprovision valid, binding and enforceable, or if such provision cannot be modified or restricted,then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement;provided, however, that the binding effect and enforceability of the remainingprovisions of this Agreement, to the extent the economic benefits conferred upon the parties by
-8-

 

virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired inany manner, and any such invalidity, illegality or unenforceability with respect to such provisionsshall not invalidate or render unenforceable such provision in any other jurisdiction.
     (i) **Remedies****.**All remedies hereunder are cumulative, are in addition to any otherremedies provided for by law and may, to the extent permitted by law, be exercised concurrently orseparately, and the exercise of any one remedy shall not be deemed to be an election of such remedyor to preclude the exercise of any other remedy. The Executive acknowledges that in the event of abreach of any of the Executive’s covenants contained in Sections 9, 10 or 11, the Corporation shallbe entitled to immediate relief enjoining such violations in any court or before any judicial bodyhaving jurisdiction over such a claim.
     (j) **Survival**. Sections 8 through 11, this Section 13 and the defined terms used inany section referred to in this Section 13(j), shall survive the termination of the Executive’semployment on the Termination Date and the expiration of this Agreement.
     (k) **Dispute Resolution****.**The parties agree that any dispute, controversy or claimarising out of or relating to this Agreement, whether based on contract, tort, statute or otherlegal or equitable theory (including without limitation, Title VII, Americans with DisabilitiesAct, New Jersey Law Against Discrimination, Age Discrimination in Employment Act, ConscientiousEmployment Protection Act or any claim of fraud, misrepresentation or fraudulent inducement or anyquestion of validity or effect of this Agreement including this clause) or the breach ortermination thereof (a “Dispute”), shall be resolved by binding arbitration in accordance with thefollowing provisions; provided, however, that this Section 13(k) shall not limitthe right of any party to seek from a court of competent jurisdiction any equitable relief withrespect to the Dispute to which such party may otherwise be entitled, including, withoutlimitation, specific performance or injunctive or other relief, and no party shall have anyobligation to arbitrate such claim for equitable relief.
     (i) Any Dispute shall be resolved by binding arbitration to be conducted beforeJAMS/Endispute, Inc. (“JAMS”) in accordance with the provisions of JAMS’Comprehensive Arbitration Rules and Procedures as in effect at the time of thearbitration.
     (ii) The arbitration shall be held before a single arbitrator appointed byJAMS, in accordance with its rules, who is not an affiliate of any party to sucharbitration and does not have any potential for bias or conflict of interest withrespect to any of the parties, directly or indirectly, by virtue of any direct orindirect financial interest, family relationship or close friendship.
     (iii) Such arbitration shall be held at such place as the arbitrator appointedby JAMS may determine within the State of New Jersey or such other location to whichthe parties may agree.
     (iv) The arbitrator shall have the authority, taking into account the parties’desire that any arbitration proceeding hereunder be reasonably expedited andefficient, to permit the parties to conduct discovery. Any such discovery shall
-9-

 

be (A) guided generally by and be no broader than permitted under the UnitedStates Federal Rules of Civil Procedure, and (B) subject to the arbitrator and theparties entering into a mutually acceptable confidentiality agreement.
     (v) The arbitrator’s decision and award in any such arbitration shall be madeand delivered within 120 days of the date on which such arbitration proceedingscommenced.
     (vi) The arbitrator’s decision shall be in writing and shall be as brief aspossible and will include the basis for the arbitrator’s decision. A record of thearbitration proceeding shall be kept.
     (vii) Judgment on the award rendered by the arbitrator may be entered in anycourt having jurisdiction thereof.
     (viii) The arbitrator shall have the power but not the obligation to award tothe party it deems to have prevailed, all or a portion of the costs of thearbitration (including, transcripts, room rental fees and fees and expenses of thearbitrator and JAMS, and the reasonable legal fees, costs and disbursements of theother party thereto); provided, that if court proceedings to stay litigationor compel arbitration are necessary, the non-prevailing party in such proceedingsshall pay all reasonable costs, expenses, and attorney’s fees incurred in connectionwith such court proceeding.
     (ix) The parties agree to participate in any arbitration in good faith.
     (l) **Jurisdiction, Etc**.
          (i) Each of the parties hereto hereby irrevocably and unconditionally submits,for itself and its property, to the exclusive jurisdiction of any New Jersey Statecourt or federal court of the United States of America sitting in the State of NewJersey, and any appellate court from any thereof, in any action or proceedingarising out of or relating to this Agreement or any related agreement or forrecognition or enforcement of any judgment. Each of the parties hereto herebyirrevocably and unconditionally agrees that jurisdiction and venue in such courtswould be proper, and hereby waive any objection that such courts are an improper orinconvenient forum. Each of the parties hereto agrees that a final judgment in anysuch action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law. Eachof the parties hereto irrevocably and unconditionally waives, to the fullest extentit may legally and effectively do so, any objection that it may now or hereafterhave to the laying of venue of any suit, action or proceeding arising out of orrelating to this Agreement or any related agreement in any New Jersey State orfederal court. Each of the parties hereto irrevocably waives, to the fullest extentpermitted by law, the defense of an inconvenient forum to the maintenance of suchaction or proceeding in any such court.
-10-

 

     (ii) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BYJURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY RELATED AGREEMENT.
* * * *
-11-

 

     **IN WITNESS WHEREOF,**the parties have duly executed this Employment Agreement as of the datefirst above written.      BARRIER THERAPEUTICS, INC.