Unassociated Document


    Exhibit
10.27

    


    EMPLOYMENT
AGREEMENT

    


    


    This
employment agreement is effective as of January 31, 2011 between TARGETED
MEDICAL PHARMA (“Employer”) and Amir Blachman (“Executive”).

    


    
      	
               
      

            	
              1.

            	
              Employer
      shall employ Executive as Vice President of Strategy and Operations or in
      such other capacity or capacities Employer’s board may from time to time
      prescribe.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Executive shall serve at the discretion of the Board of Directors and,
      upon mutual agreement, may be assigned other titles and duties as long as
      the financial terms of this Agreement are not
  altered.

            


    

    


    
      	
               
      

            	
              3.

            	
              Executive
      shall have the right to vendor other services for compensation or engage
      in other business activities as long as it does not detract from
      Executive’s performance herein.

            


    

    


    
      	
               
      

            	
              4.

            	
              During
      his employment, Executive shall devote such time, interest, and effort to
      the performance of this agreement as may be fairly and reasonable
      necessary.

            


    

    


    
      	
               
      

            	
              5.

            	
              During
      the employment term, Executive shall not, directly or indirectly, whether
      as a partner, employee, creditor, shareholder, or otherwise, promote,
      participate, or engage in any activity or other business competitive with
      Employer’s business.

            


    

    


    
      	
               
      

            	
              6.

            	
              In
      addition, Executive, while employed, shall not take any action without
      Employer’s prior written consent to establish, form, or become employed by
      a competing business on termination of employment by
    Employer.

            


    

    


    
      	
               
      

            	
              7.

            	
              If,
      during the term of this agreement, Executive shall not be vested by
      Employer with the responsibilities of acting as its Vice President of
      Strategy and Operations by lawful Board Action, the Board will have the
      authority to designate other titles and duties of the Executive by mutual
      agreement. If mutual agreement between the Board and the Executive are not
      achieved, Executive shall be employed as an advisor and consultant to
      Employer so that Employer may benefit from Executive’s experience. It is
      expressly agreed that Executive’s services as an advisor and consultant
      will be required at such times and places as will result in the least
      inconvenience to Executive, having in mind his other business commitments
      during that period which may obligate him to perform his services under
      such other commitments before performing the advisory services under this
      agreement.  While Executive is employed as an advisor and
      consultant by Employer, Employer shall pay Executive all compensation
      benefits provided for in this agreement.  During the course for
      his employment as an advisor and consultant, Executive shall not compete,
      directly or indirectly, with
Employer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.

            	
              Subject
      to earlier termination as provided in this agreement, Executive shall be
      employed for a term beginning January 31, 2011 and ending December 31,
      2013.  Upon signature, all of the terms of this agreement are
      effective immediately and this agreement herein supersedes any prior
      employment agreements.

            


    

    


    
      	
               
      

            	
              9.

            	
              Unless
      the parties agree otherwise in writing, during the employment
      term   Executive shall perform the services he is required
      to perform under this agreement at Employer’s offices or at Executive’s
      home, provided, however, that Employer may from time to time require
      Executive to travel temporarily to other locations on Employer’s
      business.

            


    

    


    
      	
            	
              10.

            	
              Employer
      shall pay a base salary to Executive at the rate of $140,000 per year
      (“Base Salary”), payable in bi-weekly
  installments.

            


    

    


    
      	
               
      

            	
              i.

            	
              Bonus:  For
      the period of January 31, 2011 to December 31, 2013, Executive shall be
      entitled to receive cash bonuses at the Company’s
    discretion.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Equity
      Compensation:  Executive received options to purchase 7,395
      (adjusted for the Reorganization) shares of common stock following the
      90th
      day of the effectiveness of his employment with TMP. Such options fully
      vested on the 91st day after the effective date of Executive’s employment,
      which was May 16, 2010. In addition, pursuant to Executive’s July 28, 2010
      promotion letter, Executive received additional options to purchase 73,945
      shares (adjusted for the Reorganization) common stock, which options shall
      vest pro rata on a monthly basis over a two year
  period.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Executive’s
      options to purchase stock shall be exercisable by Executive at any time
      during the period of employment or within three years of termination of
      employment or, upon death of the Executive, by his estate, within six
      months of after date of death.

            


    

    


    
      	
               
      

            	
              iv.

            	
              The
      Basic Salary shall be reviewed by the Compensation Committee of the
      Company’s Board of Directors on an annual basis and may be revised upon
      mutual agreement between Company and
Executive.

            


    

    


    11.    Indemnification.  The
Company hereby agrees to indemnify the Executive, hold harmless and provide the
Executive with advancement of expenses to the fullest extent permitted by law
and under the by-laws of the Company against and in respect to any and all
actions, suits, proceedings, claims, demands, judgments, costs, expenses
(including reasonable attorney's fees), losses, and damages resulting from the
Executive's good faith performance of his duties and obligations with the
Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    D&O
Insurance.  The Company shall cover the Executive under
directors and officers liability insurance during and, while potential liability
exists, after the Term in the same amount and to the same extent as the Company
covers its other directors and officers.

    


    12.         EXPENSES
During the Employment Period, the Employer shall reimburse the Executive for all
reasonable business expenses in accordance with applicable policies and
procedures then in force, including, without limitation, travel, lodging, and
other expenses incurred by him.

    


    13.         OTHER
BENEFITS During the Employment Period, the Executive shall be eligible to
participate at no cost or expenses to him in welfare planes and programs, group
life insurance plan, medical and dental insurance plan, and accident and
disability insurance plan (“Benefit Plans”) applicable generally to executives
and/or senior executives of the Employer.

    


    14.         EXECUTIVE
COMPENSATION UPON TERMINATION.

    


    
      	
               
      

            	
              a.

            	
              DISABILITY
      PERIOD. During any period during the Employment Period that the Executive
      fails to perform his duties hereunder as a result of incapacity due to
      physical or mental illness (“Disability Period”), the Executive shall
      continue to

            


    

    
      	
               
      

            	
              (i)

            	
              receive
      his full Base Salary and

            


    

    
      	
               
      

            	
              (ii)

            	
              participate
      in the Benefit Plans.

            


    

    


    
      	
               
      

            	
              b.

            	
              DEATH.
      If the Executive’s employment hereunder is terminated as a result of death
      then:

            


    

    
      	
               
      

            	
              (i)

            	
              the
      Company shall pay the Executive’s estate or designated beneficiary, as
      soon a practicable after the Date of Termination, any Base Salary
      installments due in the month of death and for a period of 6 months
      thereafter and any reimbursable expenses, accrued or owing the Executive
      hereunder as of the Date of
Termination.

            


    

    


    
      	
               
      

            	
              c.

            	
              DISABILITY.
      If the Executive’s employment hereunder is terminated as a result of
      Disability, then:

            


    

    
      	
               
      

            	
              (i)

            	
              the
      Company shall pay the Executive, as soon as practicable after the Date of
      Termination, any base salary for 6 months and any reimbursable expenses,
      accrued or owing the Executive hereunder for services as of the Date of
      Termination

            


    

    


    
      	
               
      

            	
              d.

            	
              EMPLOYER’S
      TERMINATION FOR CAUSE OR BY EXECUTIVE OTHER THAN FOR CAUSE.  If
      the Executive employment hereunder is terminated by the Employer for Cause
      or by the Executive, or terminates other than for Cause,
    then:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Employer shall pay the Executive, after the Date of Termination, any base
      Salary and any reimbursable expenses accrued or owing the Executive
      hereunder for services as of the Date of Termination. For the purpose of
      this agreement a change of control in company shall not be deemed
      employers termination for Cause in reference to the
    Executive.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              e.

            	
              EMPLOYER’S
      TERMINATION WITHOUT CAUSE.  If the Executive employment
      hereunder is terminated by the Employer without cause,
    then:

            


    

    


    
      	
               
      

            	
              (i)

            	
                   the
      Company shall pay the Executive, as soon as practicable after the Date of
      Termination, any base salary for 6 months and any reimbursable expenses,
      accrued or owing the Executive hereunder for services as of the Date of
      Termination.

            


    

    


    15.         BENEFITS.  In
addition to the Base Salary, Executive shall receive the following benefits
during the period for which Executive is employed by Employer. Executive shall
be entitled to;

    


    
      	
               
      

            	
              (i)

            	
              Subject
      to Company policy, a vacation each year of four weeks, which may accrue
      from year to year but not to exceed twelve (12) weeks total,
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Ten
      additional holidays customarily observed by companies similar to Employer,
      and during such time, Executive’s compensation shall be paid in full;
      provided, however, that is Executive does not take all or a portion of the
      vacation time to which he is entitled hereunder, Employer shall compensate
      Executive therefore on such terms as Employer and Executive may mutually
      agree.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Executive
      shall be entitled to participate in all pension, profit sharing and
      similar plans of Employer, on no less favorable terms and conditions as
      are available to the executives of
Employer.

            


    

    


    16.         EXECUTIVE
SUCCESSORS. This Agreement shall not be assignable by the
Executive.  This Agreement and all rights of the Executive hereunder
shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrators, successors, heirs,
distributes, devisees and legatees.  Upon the Executive’s death, all
amounts to which he is entitled hereunder, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the Executive’s
devisee, legatee, or other designees or, if there be no such designee, to the
Executive’s estate.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    17.         EMPLOYER
TERMINATION OF EXECUTIVE FOR CAUSE.    The Employer may
terminate the Executive’s employment hereunder for Cause.  For
purposes of the Agreement, the Employer shall have ‘Cause’ to terminate the
Executive’s employment hereunder:

    


    
      	
               
      

            	
              (i)

            	
              upon
      the Executive’s conviction for the commission of a felony (or a plea of
      nolo contender thereto);

            


    

    
      	
               
      

            	
              (ii)

            	
              any
      act or omission involving theft or fraud with respect to the Company, its
      subsidiaries, customers or
suppliers;

            


    

    
      	
               
      

            	
              (iii)

            	
              reporting
      to work under the influence of alcohol or illegal drugs or the use of
      illegal drugs causing causing public disgrace to the
    Company;

            


    

    
      	
               
      

            	
              (iv)

            	
              willful
      misconduct or gross negligence with respect to the Company;
      and

            


    

    
      	
               
      

            	
              (v)

            	
              failure
      by the Executive substantially to perform his duties hereunder (other than
      any such failure resulting from the Executives incapacity due to
      Disability).

            


    

    


    For
purposes hereof, no act or failure to act by the Executive shall be considered
‘willful’ unless done or omitted to be done by him not in good faith or without
reasonable belief that his action or omission was in the best interest of the
Employer or contrary to a formal resolution of the Board or
Manager.  Cause shall not exist unless and until there shall have been
delivered to the Executive a copy of a resolution, duly adopted by the
Affirmative vote of not less than two thirds of the entire membership of the
Board at a meeting of the Board held for the purpose thereof and an opportunity
for him, together with his counsel, to be heard before the Board at such
meeting, finding that in the good faith option of the Board, the Executive was
guilty of conduct set forth above in clause (ii) of this Paragraph and
specifying the particulars thereof in detail.  The Date of Termination
shall be the date specified in the Notice of Termination; provided, however,
that, in the case of a termination for Cause under (ii) above, the Date of
Termination shall not be earlier tan 30 days after delivery of the Notice of
Termination.  Anything herein to the contrary notwithstanding, if,
following a termination of the Executive’s employment b the Employer for Cause
based upon the conviction of the Executive for a felony, such conviction is
overturned in a final determination on appeal, the Executive shall be entitled
to the payments and the economic equivalent of the benefits the Executive would
have received if his employment had been terminated by the Employer without
Cause.

    


    18.         EXECUTIVE
TERMINATION FOR CAUSE.  The Executive may terminate his employment
hereunder for Cause, provided that the Executive shall have delivered a Notice
of Termination (as described herein) within ninety (90) days after the
occurrence of the event of Cause giving rise to such termination.  For
the purposes of this Agreement, ‘Cause’ shall mean the occurrence of one for
more of the following circumstances, without the Executive’s express written
consent, which are not remedied by the Employer within 30 days of receipt of the
Executive’s Notice of Termination:

    


    
      	
               
      

            	
              (i)

            	
              an
      assignment to the Executive of any duties materially inconsistent with his
      positions, duties, responsibilities and status with the Employer or any
      materials limitation of the powers of the Executive not consistent with
      the powers of the Executive contemplated by Paragraph 2
      hereof;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              any
      removal of the Executive from, or any failure to re-elect the Executive
      to, the positions specified in the Agreement; or a reduction in the
      Executives Base Salary from time to
time.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      failure of the Company to continue in effect any Benefit Plan that was in
      effect on the date hereof or provide the Executive with Equivalent
      benefits;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              any
      other material breach by the Company of this Agreement;
  or

            


    

    


    
      	
               
      

            	
              (v)

            	
              a
      Change in Control.

            


    

    


    In the
event of a termination for Cause, the Date of Termination shall be the date
specified in the Notice of Termination, which shall be no more than 30 days
after the Notice of Termination.

    


    19.         CONFIDENTIAL
INFORMATION AND TRADE SECRETS.

    


    
      	
               
      

            	
              (i)

            	
              Executive
      recognizes that Executive’s position with the Company require Considerable
      responsibility and trust, and, in reliance on Executive’s loyalty, the
      Company may entrust Executive with highly sensitive confidential,
      restricted and proprietary information Involving Trade Secrets and
      Confidential Information.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              For
      purposes of this Agreement, a “Trade Secret” is any scientific or
      technical information, design, process, procedure, formula or improvement
      that is valuable and not generally known to competitors of the Company.
      “Confidential Information” is any data or information, other than trade
      Secrets, that is important, competitively sensitive, and not generally
      know by the public, including, but not limited to, the Company’s business
      plans, business prospects, training manuals, product development plans,
      bidding and pricing procedures, market strategies, internal performance
      statistics, financial data, confidential personnel information concerning
      Executives of the Company, supplier data, operational or administrative
      plans, policy manuals, and terms and conditions of contracts and
      agreements. The term “Trade Secret” and “Confidential Information” shall
      not apply to information which is (i) already in Executive’s possession
      (unless such information was used in connection with formulating the
      Company’s business plans, obtained by Executive from the Company or was
      obtained by Executive in the course of Executive’s employment by the
      Company), or (ii) required to be disclosed by any applicable
      law.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Except
      as required to perform Executive’s duties hereunder, executive will not
      use or disclose any Trade Secrets or Confidential Information of the
      Company during employment, at any time after termination of employment and
      prior to such time as they cease to be Trade Secrets or Confidential
      Information.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Upon
      the request of the Company and, in any event, upon the termination of
      employment hereunder, Executive will surrender to the company all
      memoranda, notes, records, plans, manuals or other documents pertaining to
      the Company’s business or Executive’s employment ( including all copies
      thereof). Executive will also leave with the Company all materials
      involving Trade Secrets or Confidential Information of the company. All
      such information and materials, whether or not made or developed by
      Executive, shall be the sole and exclusive property of the Company, and
      Executive hereby assigns to the company all of Executive’s right, title
      and interesting and to any and all of such information and
      materials.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    20.         COVENANT
NOT TO COMPETE.

    


    Executive
herby covenants and agrees that for a period commencing on the date hereof and
ending twelve (12) months after ceasing employment with the Employer for any
reason, he shall not:

    


    
      	
               
      

            	
              (v)

            	
              Compete
      in any way with the employer without the Employer’s prior written
      consent.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Interfere
      with the relationship of the Employer and any executive, agent or
      representative.

            


    

    


    
      	
               
      

            	
              (vii)

            	
              Divert,
      or attempt to cause the diversion from the employer, any business with
      which the Employer has been actively engaged in during any part of the
      past two (2) year period preceding the Termination Date, nor interfere
      with relationships of the Employer with policyholders, dealers,
      distributors, marketers, sources of supply, or
  customers.

            


    

    


    Specific
Enforcement. Executive specifically acknowledges and agrees that the
restrictions set forth herein are reasonable and necessary to protect the
legitimate interest of the Company and that the Employer would not have entered
into this Agreement in the absence of such restrictions. Executive further
acknowledges and agrees that any violation of the provisions hereof will result
in irreparable injury to the Employer, that the remedy at law for any violation
of threatened violation will be inadequate and that in the event of any such
breach, the Employer, in addition to any other remedies or damages available to
I at law or in equity, shall be entitled to temporary injunctive relief before
trial from any court of competent jurisdiction as a matter of course, and to
permanent injunctive relief without the necessity of proving actual
damages.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    21.         NOTICE
OR TERMINATION.  Any termination of the Executive’s employment
hereunder by the employer or by the Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with this
Agreement.  For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated. If any dispute concerning a Notice
of Termination of the Executive’s employment under this Paragraph results in a
determination that proper basis for such termination did not exist under such
Paragraph, the Executive’s employment under this Agreement shall be treated,
with respect to a Notice of Termination pursuant to this Paragraph, as having
been terminated pursuant to this Paragraph or, with respect to a Notice or
Termination pursuant to this Paragraph as having not been
terminated.

    


    22.         ARBITRATION.   Any
controversy or claim arising out of or relating to this agreement, or breach of
this agreement, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly
by each party at will, and the third arbitrator to be selected by the two
arbitrators so chosen. Each party shall pay the fees of the arbitrator he or she
selects and of his or her own attorneys, and the expenses of his or her
witnesses and all other expenses connected with presenting his or her case.
Other cost of the arbitration, including the cost of any record or transcripts
of the arbitration, administrative fees, the fee of the third arbitrator, and
all other fees and costs, shall be borne equally by the parties.

     

    23.         OWNERSHIP
AND OTHER RIGHTS IN CONNECTION WITH INVENTIONS.

    


    
      	
               
      

            	
              (i)

            	
              Employer
      and Executive herby agree that any Inventions made, developed, perfected,
      devised, conceived or reduced to practice by Executive during the term of
      this agreement are the sole property of Executive except those Inventions
      which are contemplated and developed on behalf of the company, or
      pharmaceutical as defined by the Food and Drug Administration, medical
      foods as defined by the Food and Drug Administration or a dietary
      supplement in accordance with the provisions of the so-called Dietary
      Supplement Health and Education Act of 1994, of which are not covered by
      the Dietary Supplement Health and Education  Act of 1994 and are
      to be ingested, inhaled, or applied to the skin as a cream or other
      topical, however specifically excluding inventions which to be injected
      into the body of an animal, including a human being, which shall be the
      sole property of Employer, subject only to the rights granted Executive by
      Employer in accordance with this
Agreement.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      patent application filed by Executive for Inventions which are the
      property of Employer pursuant to this paragraph shall be filed in the name
      of Executive, and not later than the date on which the said patent
      application is approved and letter patent are issued, Executive shall
      cause an assignment of the said patent to be filed with the United States
      patent and Trademark Office showing an unconditional assignment of the
      said patent to Employer.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    24.         INDEMNIFICATION
OF EXECUTIVE BY EMPLOYER.

     

    Employer
shall indemnify and hold Executive harmless from and against any and all
liabilities, losses, damages, costs and expenses including, but not limited to,
court costs and attorneys’ fee which Executive may incur as a result of any
contention, liability, obligation, claim or cause of action (including, but not
limited to, claims for indemnity or contribution) brought against Executive
seeking damages or injunctive relief as a result of any set  of
Executive performed within the scope of his employment
hereunder.  Employer covenants that:

    


    
      	
               
      

            	
              (i)

            	
              it
      will advance to Executive all reasonable sums of money which executive
      shall become liable to pay by reason of any of the foregoing, including
      but not limited to, such sums as may be required for bonds and legal fees
      and expenses,

            


    

    
      	
               
      

            	
              (ii)

            	
              it
      will make such payment to Executive promptly as such fees and expenses are
      incurred, and

            


    

    
      	
               
      

            	
              (iii)

            	
              it
      will pay when due any damages
awarded.

            


    

     

    25.         GENERAL
PROVISIONS.

    


    
      	
              A.    
      

            	
              GOVERNING
      LAW AND JURISDICTION. This Agreement shall be governed by and interpreted
      in accordance with the laws of the State of California. Each of the
      parties hereto consents to such jurisdiction for the enforcement of this
      Agreement and matters pertaining to the transaction and activities
      contemplated herby.

            


    

    


    
      	
              B.    
      

            	
              NOTICES.
      All notices and other communications provided for or permitted hereunder
      shall be made by hand delivery, first class mail, telex, or
      telecopier,  addressed as
follows:

            


    

     

    
      
        
          
            	
                    Party

                  	 	
                    Address

                  
	 
      	 	 
      
	 
      	 	 
      
	
                    Employer:

                  	 	
                    Targeted
      Medical Pharma, Inc.

                  
	 
      	 	
                    2980
      Beverly Glen Circle, Suite 301

                  
	 
      	 	
                    Los
      Angeles, California 90077

                  
	 
      	 	 
      
	 
      	 	 
      
	
                    Executive:

                  	 	 
      
	 
      	 	
                    Amir
      Blachman

                  
	 
      	 	
                    1824
      Manning Avenue #16

                  
	 
      	 	
                    Los
      Angeles, CA 90025

                  


          

        

      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    All  such
notices and communications shall be deemed to have been duly given when
delivered by hand,  if personally delivered; five (5) business days
after deposit in any United States Post Office in the Continental United States,
postage prepaid, if mailed; when answered back, if telefaxed; and when receipt
is acknowledged or confirmed, if telecopied.

    


    
      	
              C.    
      

            	
              ATTORNEYS’
      FEES.   In the event a dispute arises with respect to this
      Agreement, the party prevailing in such dispute shall be entitled to
      recover all expenses, including, without limitation, reasonable attorneys’
      fee and expenses incurred in ascertaining such party’s rights in preparing
      to enforce or in enforcing such party’s rights under this Agreement,
      whether or not it was necessary for such party to institute
      suit.

            


    

    


    
      	
              D.    
      

            	
              COMPLETE
      AGREEMENT.  This Agreement supersedes any and all  of
      the other agreements, either oral or in writing, between the Employer and
      Executive with respect to the subject matter hereof and contains all of
      the covenants and agreements between the Employer and  Executive
      with respect to such subject matter in any manner
      whatsoever.  Each Party to this Agreement acknowledges that no
      representations, inducements, promises or agreements, oral or otherwise,
      have been made by any party, or anyone herein, and that no other
      agreement, statement or promise not contained in this Agreement shall be
      valid or binding.  This Agreement may be changed or amended only
      by an amendment in writhing signed by all of the Parties or their
      respective successors-in-interest.

            


    

    


    
      	
              E.    
      

            	
              BINDING.  The
      Agreement shall be binding upon and inure to the benefit of the
      successors-in-interest, assigns and personal representatives of the
      respective Parties.  If Executive should die while any amount
      would still be payable to Executive hereunder if Executive had continued
      to live, all such amounts, unless otherwise provided herein, shall be paid
      in accordance with the terms of this Agreement to Executive’s devisee,
      legatee or other designee or if there is no such designee, to Executive’s
      Family Trust.

            


    

    


    
      	
              F.    
      

            	
              AUTHORITY.  Each
      of the Parties hereby represents and warrants to the other
      that:

            


    

    


    
      	
               
      

            	
              (iii)

            	
              he
      has the power and authority to enter into this Agreement,
    and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      execution, delivery and performance of this Agreement does not and will
      not violate the terms of any agreement or other instruments to which he is
      a party or by which he is bound. Employer further represents and warrants
      to Executive that this Agreement has been duly authorized by all necessary
      corporate action and has been duly and validly executed and delivered by
      Employer and constitutes the valid and binding obligation of Employer,
      enforceable against Employer in accordance with its
  terms.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              G.    
      

            	
              NUMBER
      AND GENDER.  Whenever the singular number is used in this
      Agreement and when required by context, the same shall include the plural,
      and the masculine gender shall include the feminine and neuter genders and
      the word “person” shall include corporation, firm partnership or other
      form of association.

            


    

    


    
      	
              H.    
      

            	
              FAILURE
      TO OBJECT NOT A WAIVER.   The failure of either Party to
      this Agreement to object to or to take affirmative action with respect to
      any conduct of the other which  is in violation of the terms of
      this  Agreement, shall not be construed as a waiver of the
      violation or breach or of future violation, breach or wrongful
      conduct.

            


    

    


    
      	
               
      

            	
              I.    
      

            	
              UNENFORCEABLE
      TERMS.  Any provision hereof prohibited by law or unenforceable
      under the law of any jurisdiction in which such provision is applicable
      shall as to such jurisdiction only be ineffective without affecting any
      other provision of this Agreement. TO the full extent, however, that such
      applicable law may be waived to the end that this Agreement be deemed to
      be a valid and binding agreement enforceable in accordance with its terms,
      the Parties hereto hereby waive such applicable law knowingly and
      understanding the effect of such
waiver.

            


    

    


    
      	
               
      

            	
              J.    
      

            	
              EXECUTION
      IN COUNTERPARTS.  This Agreement may be executed in several
      counterparts and when so executed shall constitute one agreement binding
      on all the Parties, notwithstanding that all the Parties are not signatory
      to the original and same
counterpart.

            


    

    


    
      	
              K.    
      

            	
              FUTHER
      ASSURANCE. Form time each party will execute and deliver such further
      instruments and will take such other action as any other Party may
      reasonably request in order to discharge and perform their obligations and
      agreements hereunder and to give effect to the intentions expressed in
      this Agreement.

            


    

    


    
      	
              L.
           

            	
              INCORPORATION
      BY REFERENCE.   All exhibits referred to in this Agreement
      are incorporated herein tin their entirety by such
    reference.

            


    

    


    
      	
              M.    
      

            	
              CROSS
      REFERENCES.   All cross references in this Agreement,
      unless specifically directed to another agreement into separate articles
      and paragraphs are for the purpose of convenience only and shall not be
      considered a party hereof.  The language in all parts of this
      agreement shall in all costs be construed in accordance with its fair
      meaning as if prepared by all Parties to the Agreement and not strictly
      for or against any of the Parties.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    26.         If
any provision of this agreement is held invalid or unenforceable, the remainder
of this agreement shall nevertheless remain in full force and effect. If any
provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.

    


    Executed
by the parties as of the day and year first above written.

    


    EMPLOYER

    TARGETED
MEDICAL PHARMA, INC.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	Dated:  
      	
                                         2/8/2011

                                      	 	By	
                                         /s/ William Shell

                                      	 
	 	
                                         

                                      	 	 	
                                        William
      Shell MD, CEO

                                      	 
	 	 	 	 	 	 
	EXECUTIVE	 	 	 	 
	 	 	 	 	 	 
	 	
                                         

                                      	 	 	
                                         

                                      	 
	Dated:	 2/8/2011	 	By	 
      /s/ Amir Blachman	 
	 	 	 	 	Amir
      Blachman	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        12