Exhibit
10.1

    

    


    A
Cancer Therapeutics & Diagnostics Company

    9700
Great Seneca Highway, Rockville, MD 20850

    phone:
(240) 314 0596

    www.neogenix.com

    


    Albine
Martin, Ph.D.

    916
Balboa Drive

    Silver
Spring, MD 20905

    Re:           Employment
Agreement

    


    Dear
Albine:

    


    This
letter, dated February 9, 2011, is to confirm our understanding with respect to
your employment by Neogenix Oncology, Inc. or any present or future parent,
subsidiary or affiliate thereof (collectively, the “Company”). The terms and
conditions agreed to in this letter are hereinafter referred to as the
“Agreement.” In consideration of the mutual promises and covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, we have agreed as
follows:

     

    
      	
              1.

            	
              Employment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms and conditions of this Agreement, the Company will employ
      you, and you will be employed by the Company, as its Chief Operating
      Officer (“COO”, reporting to the Chief Executive Officer (the
      “CEO”).  You will have the responsibilities, duties and
      authority commensurate with the position of COO. The principal location at
      which you will perform such services will be the Company’s facility
      located in Rockville, MD.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Devotion to
      Duties.  For so long as you are employed hereunder, you
      will devote substantially all of your business time and energies to the
      business and affairs of the Company, provided that nothing contained in
      this Section 1(b) will be deemed to prevent or limit your right to manage
      your personal investments on your own personal time, including, without
      limitation, the right to make passive investments in the securities of (i)
      any entity which you do not control, directly or indirectly, and which
      does not compete with the Company, or (ii) any publicly held entity so
      long as your aggregate direct and indirect interest does not exceed three
      percent (3%) of the issued and outstanding securities of any class of
      securities of such publicly held entity, and provided, further that
      nothing contained herein will be deemed to prohibit you from continuing
      your preexisting affiliations so long as such activity does not violate
      Sections 5, 6 or 7 hereof or substantially limit your ability to perform
      your full-time duties
hereunder.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Term of
      Employment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Term;
      Termination.  Subject to the terms hereof, your
      employment hereunder will commence  on the date set forth in the
      first sentence of this Agreement  (the “Commencement Date”) and
      will continue until the first to occur of the
  following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Immediately
      upon your death;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              By
      the Company:

            


    

     

    
      	
               
      

            	
              A.

            	
              By
      written notice to you effective the date of such notice, following your
      failure, due to illness, accident or any other physical or mental
      incapacity, to perform the essential functions of your position for an
      aggregate of ninety (90) business days within any period of one hundred
      eighty (180) consecutive business days during the term hereof as
      determined by a physician selected by you (“Disability”), provided that if
      applicable law provides any provision regarding disability that is more
      favorable to you than that set forth herein, such more favorable provision
      will govern;

            


    

     

    
      	
               
      

            	
              B.

            	
              By
      written notice to you effective the date of such notice, for Cause (as
      defined below); or

            


    

     

    
      	
               
      

            	
              C.

            	
              By
      written notice to you effective thirty (30) days after the date of such
      notice and subject to Section 4 hereof, without Cause;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              By
      you:

            


    

     

    
      	
               
      

            	
              A.

            	
              At
      any time by written notice to the Company effective thirty (30) days after
      the date of such notice; or

            


    

     

    
      	
               
      

            	
              B.

            	
              By
      written notice to the Company for Good Reason (as defined below) effective
      the date of such notice.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Definition of
      “Cause”.  For purposes of this Agreement, “Cause” means
      (i) your commission of a felony, (ii) your willful disloyalty or
      deliberate dishonesty to the Company, (iii) the commission by you of an
      act of fraud or embezzlement against the Company, or (iv) a material
      breach by you of any material provision of this Agreement which breach is
      not cured within thirty (30) days after delivery to you by the Company of
      written notice of such breach, provided that if such breach is not capable
      of being cured within such thirty (30) day period, you will have a
      reasonable period to cure such breach but only if you promptly commence
      and continue good faith efforts to cure such
  breach.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Definition of “Good
      Reason”.  For purposes of this Agreement, a “Good Reason”
      means any of the following, provided you inform the Company in writing of
      such and state your intent to end your relationship with the Company for
      such reason within thirty (30) days following the occurrence of any such
      reason and the Company shall not within thirty (30) days of such notice
      remedy the condition:

            


    

     

    
      	
               
      

            	
              (i)

            	
              A
      material diminution by the Company in your duties, authority or
      responsibilities as compared to the time of the Commencement Date,
      provided that such diminution is not in connection with a termination of
      your employment hereunder by the
Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      change without your consent in the lines of reporting such that you no
      longer report to the CEO and instead report to an officer with materially
      less authority, duties or
responsibilities;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      material diminution in your base compensation;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              A
      material breach of this Agreement by the
  Company.

            


    

     

    
      	
              3.

            	
              Compensation.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Base
      Salary.  The Company will pay you a base salary at the
      annual rate of two hundred fifty thousand dollars ($250,000) (the “Base
      Salary”).  The Base Salary will be reviewed no less frequently
      than annually and may be adjusted upward at the Company’s discretion;
      provided the first review shall occur no later than August
      2011.  The Base Salary will be payable in substantially equal
      installments in accordance with the Company’s payroll practices as in
      effect from time to time.  The Company will deduct from each
      such installment any amounts required to be deducted or withheld under
      applicable law or under any employee benefit plan in which you
      participate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Performance
      Bonus.  If you achieve performance objectives determined
      by the Company (in consultation with you), you shall be eligible for an
      annual performance bonus of up to fifty percent (50%) of your Base Salary
      for the year that is ending (the “Performance Bonus”).  Any
      Performance Bonus awarded shall be paid no later than sixty (60) days
      following the last day of the calendar year in which it was
      earned.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Vacation.  You
      will be entitled to twenty (20) paid vacation days in each calendar year,
      as well as paid holidays and other time off, in accordance with the
      Company policies.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Fringe Benefits;
      Perquisites.  You will be entitled to participate in the
      same manner as other senior executives of the Company in any and all
      employee benefit plans which the Company provides or may establish for the
      benefit of its senior executives generally (including, without limitation,
      group life, disability, medical, dental and other insurance, tax benefit
      and planning services, 401(k), retirement, pension, profit-sharing and
      similar plans) (collectively, the “Fringe Benefits”).  In
      addition, you shall be indemnified by the Company to same extent as other
      senior executives of the Company. In addition, throughout your employment,
      the Company shall provide you with a car for which the monthly payments
      (not including any business travel expenses reimbursed pursuant to
      subparagraph (e), below) would be up to one thousand dollars ($1,000) per
      month, payable directly to you or to the lessor of the car as determined
      per your discretion and upon prior notification by you to the Company’s
      Chief Financial Officer or such person’s
  designee.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Reimbursement of
      Expenses.  The Company will reimburse you for all
      ordinary and reasonable out-of-pocket business expenses that are incurred
      by you in furtherance of the Company’s business in accordance with the
      Company’s policies with respect thereto as in effect from time to
      time.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Equity-Based
      Compensation.  Except as otherwise provided in this
      Section 3(f), in connection with a
      Payment Event (as defined below), the Company will deliver to you a
      payment (the “Bonus”) in an amount up to $3,500,000, subject to the
      provisions in this Section 3(f).  The amount of any Bonus shall
      be $3,500,000 if you are still employed by the Company on the date of a
      Payment Event. The amount of any Bonus shall be $875,000 if your
      employment with the Company ends prior to the one (1) year anniversary of
      this Agreement, $2,625,000 if your employment with the Company ends prior
      to the two (2) year anniversary of this Agreement, and $3,500,000 if your
      employment with the Company continues beyond the two (2) year anniversary
      of this Agreement, provided, however, that the amount of any Bonus shall
      be $3,500,000 if you end the employment relationship for Good Reason or
      the Company ends the employment relationship without Cause at any time. A
      “Payment Event” will be the earlier to occur of (i) the sale by the
      shareholders of the Company of shares of capital stock of the Company
      (“Shares”) representing at least 50 percent of the voting power of the
      Company or all or substantially all of its assets that constitutes a
      change in the ownership or effective control of the Company, or in the
      ownership of a substantial portion of the assets of the Company as
      described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code (a
      “Change in Control”), and (ii) an underwritten initial public offering of
      Shares (an “IPO”).  Notwithstanding the foregoing, if your
      employment with the Company terminates before the date of an IPO, no Bonus
      will be payable to you before the date of a Change in
      Control.  If you are not employed by the Company on the date of
      a Payment Event pursuant to which you would otherwise be due a Bonus, no
      Bonus shall be payable unless and until you provide the Company with a
      general release of claims as described in the first sentence of Section
      4(d) which becomes effective and not subject to rescission within thirty
      (30) days following the occurrence of the Payment Event.  In the
      event of a Payment Event that is a Change in Control, the Bonus will be
      paid to you within thirty (30) days following the date of the transaction
      giving rise to the Change in Control.  If the Payment Event is
      an IPO, cash in an amount equal to 50% of the Bonus will be paid to you
      within 10 days of the date of the IPO and, provided you have made
      arrangements with the Company that are satisfactory to the Company to
      satisfy any income and employment tax withholding obligations arising from
      the delivery of the Shares to you before that time, a number of Shares
      equal to 50% of the Bonus divided by the per share paid for the Company’s
      stock in the IPO will be delivered to you in accordance with the following
      schedule: one-third of the number of Shares payable to you will be
      delivered on the date of the  IPO; one-third of the number of
      Shares payable to you will be delivered on the date that is the one year
      anniversary of the date of the IPO; the final one-third of the number of
      Shares payable to you will be delivered on the date that is eighteen
      months after the date of the IPO.  The Shares will be subject to
      only those restrictions on transferability that are applicable to other
      Company executives and that are required to be so applicable under
      relevant federal or state law.  In addition, in the sole
      discretion of the Board, you shall be eligible for a stock option grant
      each year you are employed by the Company (each an “Annual Stock Option
      Grant”).  Any Annual Stock Option Grant shall be subject to
      Board approval, the terms and conditions of the Company’s stock plan in
      effect on the date of grant and the execution of a formal option agreement
      provided by the Company on the date of
grant.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              Severance
      Compensation.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Definition of Accrued
      Obligations.  For purposes of this Agreement, “Accrued
      Obligations,” means (i) the portion of your Base Salary as has accrued
      prior to any termination of your employment with the Company and has not
      yet been paid, (ii) an amount equal to the value of your accrued unused
      vacation days, and (iii) the amount of any expenses properly incurred by
      you on behalf of the Company prior to any such termination and not yet
      reimbursed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Death or
      Disability.  If your employment hereunder is terminated
      as a result of your death or
Disability:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company will pay the Accrued Obligations to you (or your estate) promptly
      following such termination.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Company will continue to pay you (or your estate) an amount equal to the
      Base Salary at the rate in effect at the date of such termination in
      accordance with Section 3(a) of this Agreement for the period commencing
      on the date of such termination and ending on the three (3) month
      anniversary of the termination
date.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Company will continue to provide you or your covered beneficiaries with
      health insurance for so long as it is obligated to continue payments equal
      to the Base Salary pursuant to Section 4(b)(ii) above, subject to
      applicable law and the terms of the respective
  policies.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Termination for Cause
      or in the Absence of a Good Reason.  If your employment
      hereunder is terminated either by the Company for Cause or by you in the
      absence of a Good Reason, the Company will pay the Accrued Obligations to
      you promptly following such termination and the Company shall have no
      further obligations to you other than any obligations pursuant to Section
      3(f) hereof and those required by applicable
  law.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Termination Without
      Cause by the Company or for Good Reason by You.  If your
      employment hereunder is terminated either by the Company without Cause or
      by you for a Good Reason and subject to your execution in form
      satisfactory to the Company (and submitted so as to be effective no later
      than seventy (70) days following such termination) of a general release of
      claims against the Company, its officers, directors, employees, agents,
      subsidiaries and affiliates other than any claims to payment of a Bonus
      upon a Change in Control if a Change in Control has not yet occurred,
      subject to the terms and conditions of sub-section (ii) below, in
      a form provided by the Company within ten (10) days following your final
      day of employment:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company will pay the Accrued Obligations to you promptly following such
      termination.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Company will pay you an amount equal to the Base Salary at the rate in
      effect at such termination in accordance with Section 3(a) of this
      Agreement for a twelve (12) month period payable in accordance with the
      Company’s normal payroll schedule over the course of such period. In
      addition, on the date that is 18 months after date on which your
      employment with the Company is terminated, if the Company has consummated
      an IPO, but has not had a Change in Control, before that date or before
      the date of your termination of employment, the Company will pay you an
      Additional Severance Amount equal to $3,500,000.  One-half of
      the Additional Severance Amount will be paid to you in cash; the remainder
      of the Additional Severance Amount will be paid in the form of that number
      of Shares that is equal to (1) one-half of the Additional Severance
      Amount, divided by (2) the per share price paid for the Company’s stock in
      the IPO, provided you first confirm in writing the general release
      described in the first sentence of Section 4(d) through the date of such
      payment if you have previously provided such release or you provide the
      Company such a release.  Any Shares will be subject to any
      applicable legal and/or customary limitations such as lock-up periods as
      are applicable to other Company
executives.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Company will continue to provide you with health insurance for so long as
      it is obligated to continue payments equal to the Base Salary pursuant to
      Section 4(d)(ii) above if you make an effective COBRA election, subject to
      applicable law and the terms of the respective
  policies.

            


    

     

    No
payment or benefit shall be provided under (ii) or (iii) above before such
70th
day following such termination (or such later date as may be required under
Section 9(m) below), and you shall forfeit all rights to such payments and
benefits unless the Company property described in Section 8 below is returned
and such release is signed and delivered (and any right to revoke has expired)
before such 70th day.
The first  payment shall include payment of all amounts that would
have been paid before such 70th day
following such termination (or such later date as may be required under Section
9(m) below) in accordance with the Company’s normal payroll schedule had such
payments commenced immediately upon such  termination, and any
payments made thereafter shall continue as provided above.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Payment in Lieu of
      Notice.  In its sole discretion, the Company may, during
      any period of notice relating to termination, require you to: (i) be
      transferred to alternative duties to be performed either at your principal
      office location or your residence, at the Company’s discretion; (ii) not
      attend your usual place of work or any other Company premises; and/or
      (iii) not make contact with any employees, agents, vendors or clients of
      the Company, except as directed by the
Company.

            


    

     

    
      	
               
      

            	
              (f)

            	
              No Duty to
      Mitigate.  Notwithstanding any other provision of this
      Agreement, (i) you will have no obligation to mitigate your damages for
      any breach of this Agreement by the Company or for any termination of this
      Agreement, whether by seeking employment or otherwise and (ii) the amount
      of any benefit due to you after the date of such termination pursuant to
      this Agreement will not be reduced or offset by any payment or benefit
      that you may receive from any other
source.

            


    

     

    
      	
              5.

            	
              Prohibited Competition
      and Solicitation.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Certain
      Acknowledgements and
Agreements.

            


    

     

    
      	
               
      

            	
              (i)

            	
              You
      recognize and acknowledge the competitive and proprietary nature of the
      business of the Company.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              You
      acknowledge and agree that a business will be deemed competitive with the
      Company if it engages in a line of business in which it performs any of
      the services, researches, develops or manufactures or sells any products
      provided or offered by the Company or under development by the Company, or
      any similar products or products fulfilling the same function, whether or
      not similar, in the Company’s Field of Interest (such businesses to be
      referred to as “Competitive Businesses”).  The phrase, “Field of
      Interest,” currently means the use of monoclonal antibody products for the
      diagnosis and therapy of types of cancer related to the Hollinshead
      vaccines.  In the event the Company adopts a new definition of
      Field of Interest, such new definition shall be binding upon you ten (10)
      days after written notice to you of such change unless you notify the
      Company in writing that you do not agree to such
  change.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              You
      further acknowledge that, while you are employed hereunder, the Company
      will furnish, disclose or make available to you Confidential Information
      (as defined below) related to the Company’s business and that the Company
      may provide you with unique and specialized training.  You also
      acknowledge that such Confidential Information and such training have been
      developed and will be developed by the Company through the expenditure by
      the Company of substantial time, effort and money and that all such
      Confidential Information and training could be used by you to compete with
      the Company.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              For
      purposes of this Agreement, “Confidential Information,” means confidential
      and proprietary information of the Company, whether in written, oral,
      electronic or other form, including but not limited to, information and
      facts concerning business plans, research, trials, advisers, customers,
      future customers, suppliers, licensors, licensees, partners, investors,
      affiliates or others, training methods and materials, financial
      information, sales prospects, client lists, inventions, or any other
      scientific, technical or trade secrets of the Company or of any third
      party provided to you or the Company under a condition of confidentiality,
      provided that Confidential Information will not include information that
      is (1) in the public domain other than through any fault or act by you,
      (2) known to you prior to its disclosure to you in the course of your
      employment hereunder, or (3) lawfully disclosed to you by a source other
      than the Company which source has a legal right to disclose such
      information.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Non-Competition;
      Non-Solicitation.  During the period while you are
      employed hereunder and for a period of one (1) year following the
      termination of your employment hereunder for any reason you will not,
      without the prior written consent of the
  Company:

            


    

     

    
      	
               
      

            	
              (i)

            	
              For yourself or on
      behalf of any other, directly or indirectly, either as
      principal, agent, stockholder, employee, consultant, representative or in
      any other capacity, own manage, operate or control, or be concerned,
      connected or employed by, or otherwise associate in any manner with,
      engage in or have a financial interest in any business whose primary line
      of business is in the Field of Interest, or in any other business in which
      you have any direct operating or scientific responsibility in the Field of
      Interest anywhere in the world (the “Restricted Territory”), except that
      (A) nothing contained herein shall preclude you from purchasing or owning
      stock in any such competitive business if such stock is publicly traded,
      and provided that your holdings do not exceed three (3%) percent of the
      issued and outstanding capital stock of such business; (B) nothing
      contained herein will prevent you from engaging in a
      Restricted Activity for or with respect to any subsidiary, division or
      affiliate or unit (each, a “Unit”) of an entity if that Unit is not
      engaged in any business which is competitive with the business of the
      Company, irrespective of whether some other Unit of such entity engages in
      such competition (as long as you do not engage in a Restricted Activity
      for such other Unit) and provided you present a signed statement to the
      Company stating the name of each such Unit, the type of business conducted
      by each such Unit and affirming that you will not be in any way involved
      with the Unit(s) which are competitive with the business of the Company;
      and (C) and nothing contained herein will prevent you from working in
      academia or government research as long as your work is not in conjunction
      with industry; or

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              Either
      individually or on behalf of or through any third party, solicit, divert
      or appropriate or attempt to solicit, divert or appropriate, for the
      purpose of competing in the Field of Interest with the Company or any
      present or future parent, subsidiary or other affiliate of the Company
      which is engaged in the Field of Interest, any joint venture or
      collaborative research partners, customers or patrons of the Company, or
      any prospective customers or patrons with respect to which the Company has
      developed or made a presentation for the use or exploitation of products
      or processes in the Field of Interest (or similar offering of services),
      located within the Restricted Territory;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Either
      individually or on behalf of or through any third party to (A) hire any
      person who is or has been in the three (3) months prior to such activity
      employed or otherwise engaged by the Company, (B) solicit, entice or
      persuade or attempt to solicit, entice or persuade any person who is or
      has been in the three (3) months prior to such activity employed or
      otherwise engaged by the Company to leave the service of the Company or
      (C) solicit, entice or persuade or attempt to solicit, entice or persuade
      any person who is or has been in the three (3) months prior to such
      activity employed or otherwise engaged by the Company become employed or
      otherwise engaged by you or any entity other than the
    Company.

            


    

     

    6.           Protected
Information.  You will at all times, both during the period
while you are employed hereunder and after the termination of your employment
hereunder for any reason, maintain in confidence and will not, without the prior
written consent of the Company, use, except in the course of performance of your
duties for the Company or by court order, disclose or give to others any
Confidential Information.  Upon the termination of your employment
hereunder for any reason, you will return to the Company all tangible
Confidential Information and copies thereof (regardless of how such Confidential
Information or copies are maintained).

     

    
      	
              7.

            	
              Ownership of Ideas,
      Copyrights and Patents.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Property of the
      Company.  All ideas, discoveries, creations, manuscripts
      and properties, innovations, improvements, know-how, inventions, designs,
      developments, apparatus, techniques, methods, biological processes, cell
      lines, laboratory notebooks and formulae (collectively the “Inventions”)
      which may be used in the business of the Company, whether patentable,
      copyrightable or not, which you may conceive (except in conjunction with
      permitted government activity), reduce to practice or develop while you
      are employed hereunder, alone or in conjunction with another or others,
      and whether at the request or upon the suggestion of the Company or
      otherwise, will be the sole and exclusive property of the Company, and
      that you will not publish any of the Inventions without the prior written
      consent of the Company.  You hereby assign to the Company all of
      your right, title and interest in and to all of the
    foregoing.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding,
      the terms of paragraph 7(a) of this Agreement, nothing shall be considered
      an “Invention”:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      you have developed the “Invention” entirely on your own time without using
      the Company’s equipment, supplies, facility or confidential information;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      “Invention” does not: (A) relate to the Company’s business or actual or
      demonstrably anticipated research or development; or (B) result from any
      work performed by any employee of or advisor to the
    Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Cooperation.  At
      any time during your employment hereunder or after the termination of your
      employment hereunder for any reason, you will make reasonable efforts to
      cooperate with the Company and its attorneys and agents in the preparation
      and filing of all papers and other documents as may be required to perfect
      the Company’s rights in and to any of such Inventions, including, but not
      limited to, joining in any proceeding to obtain letters patent,
      copyrights, trademarks or other legal rights with respect to any such
      Inventions in the United States and in any and all other countries,
      provided that the Company will bear the expense of such proceedings, and
      that any patent or other legal right so issued to you personally will be
      assigned by you to the Company or its designee without charge by
      you.  The Company will reimburse you for reasonable expenses
      incurred by you in connection with the performance of your obligations
      under this Section 7 and will compensate you at a mutually agreeable rate
      for any substantial time commitment that is required following the
      termination of your employment relationship with the
    Company.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Licensing and Use of
      Innovations.  With respect to any Inventions, and work of
      any similar nature (from any source), whenever created, which you have not
      prepared or originated in the performance of your employment, but which
      you provide to the Company or incorporate in any Company product or
      system, you hereby grant to the Company a royalty-free, fully paid-up,
      non-exclusive, perpetual and irrevocable license throughout the world to
      use, modify, create derivative works from, disclose, publish, translate,
      reproduce, deliver, perform, dispose of, and to authorize others so to do,
      all such Inventions.  You will not include in any Inventions you
      deliver to the Company or use on its behalf, without the prior written
      approval of the Company, any material which is or will be patented,
      copyrighted or trademarked by you or others unless you provide the Company
      with the written permission of the holder of any patent, copyright or
      trademark owner for the Company to use such material in a manner
      consistent with then-current Company
policy.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Prior
      Inventions.  Listed on Exhibit 7(e) to
      this Agreement are any and all Inventions in which you claim or intend to
      claim any right, title and interest (collectively, “Prior Inventions”),
      including, without limitation, patent, copyright and trademark interests,
      which to the best of your knowledge will be or may be delivered to the
      Company in the course of your employment, or incorporated into any Company
      product or system.  You acknowledge that no such Inventions
      exist and that your obligation to disclose such information is ongoing
      during the period that you provide services to the
  Company.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    8.           Records.  Upon
termination of your employment hereunder for any reason or for no reason, you
will deliver to the Company promptly any property of the Company which may be in
your possession, including products, materials, memoranda, notes, records,
reports or other documents or photocopies of the same.

     

    
      	
              9.

            	
              General.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Notices.  All
      notices, requests, consents and other communications hereunder will be in
      writing, will be addressed to the receiving party’s address set forth
      above or to such other address as a party may designate by notice
      hereunder, and will be either (i) delivered by hand, (ii) sent by
      overnight courier, or (iii) sent by registered or certified mail, return
      receipt requested, postage prepaid. All notices, requests, consents and
      other communications hereunder will be deemed to have been given either
      (i) if by hand, at the time of the delivery thereof to the receiving party
      at the address of such party set forth above, (ii) if sent by overnight
      courier, on the next business day following the day such notice is
      delivered to the courier service, or (iii) if sent by registered or
      certified mail, on the fifth business day following the day such mailing
      is made.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Entire
      Agreement.  This Agreement embodies the entire agreement
      and understanding between the parties hereto with respect to the subject
      matter hereof and supersedes all prior oral or written agreements and
      understandings relating to the subject matter hereof.  No
      statement, representation, warranty, covenant or agreement of any kind not
      expressly set forth in this Agreement will affect, or be used to
      interpret, change or restrict, the express terms and provisions of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Modifications and
      Amendments.  The terms and provisions of this Agreement
      may be modified or amended only by written agreement executed by the
      parties hereto.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Waivers and
      Consents.  The terms and provisions of this Agreement may
      be waived, or consent for the departure therefrom granted, only by written
      document executed by the party entitled to the benefits of such terms or
      provisions. No such waiver or consent will be deemed to be or will
      constitute a waiver or consent with respect to any other terms or
      provisions of this Agreement, whether or not similar. Each such waiver or
      consent will be effective only in the specific instance and for the
      purpose for which it was given, and will not constitute a continuing
      waiver or consent.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Assignment.  The Company
      shall assign its rights and obligations hereunder to any person or entity
      that succeeds to all or substantially all of the Company’s business or
      that aspect of the Company’s business in which you are principally
      involved.  You may not assign your rights and obligations under
      this Agreement without the prior written consent of the
      Company.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              Benefit.  All
      statements, representations, warranties, covenants and agreements in this
      Agreement will be binding on the parties hereto and will inure to the
      benefit of the respective successors and permitted assigns of each party
      hereto. Nothing in this Agreement will be construed to create any rights
      or obligations except among the parties hereto, and no person or entity
      will be regarded as a third-party beneficiary of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Governing
      Law.  This Agreement and the rights and obligations of
      the parties hereunder will be construed in accordance with and governed by
      the law of Maryland, without giving effect to the conflict of law
      principles thereof.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Jurisdiction, Venue
      and Service of Process.  Any legal action or proceeding
      with respect to your relationship with the Company must be brought in the
      courts of Maryland or of the United States of America for the District of
      Maryland.  By execution and delivery of this Agreement, each of
      the parties hereto accepts for itself and in respect of its property,
      generally and unconditionally, the exclusive jurisdiction of the aforesaid
      courts.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Severability.  The
      parties intend this Agreement to be enforced as
      written.  However, (i) if any portion or provision of this
      Agreement is to any extent be declared illegal or unenforceable by a duly
      authorized court having jurisdiction, then the remainder of this
      Agreement, or the application of such portion or provision in
      circumstances other than those as to which it is so declared illegal or
      unenforceable, will not be affected thereby, and each portion and
      provision of this Agreement will be valid and enforceable to the fullest
      extent permitted by law and (ii) if any provision, or part thereof, is
      held to be unenforceable because of the duration of such provision, the
      geographic area covered thereby, or other aspect of the scope of such
      provision, the court making such determination will have the power to
      reduce the duration, geographic area of such provision, or other aspect of
      the scope of such provision, and/or to delete specific words and phrases
      (“blue-penciling”), and in its reduced or blue-penciled form, such
      provision will then be enforceable and will be
  enforced.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Headings and
      Captions.  The headings and captions of the various
      subdivisions of this Agreement are for convenience of reference only and
      will in no way modify or affect the meaning or construction of any of the
      terms or provisions hereof.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (k)

            	
              No Waiver of Rights,
      Powers and Remedies.  No failure or delay by a party
      hereto in exercising any right, power or remedy under this Agreement, and
      no course of dealing between the parties hereto, will operate as a waiver
      of any such right, power or remedy of the party. No single or partial
      exercise of any right, power or remedy under this Agreement by a party
      hereto, nor any abandonment or discontinuance of steps to enforce any such
      right, power or remedy, will preclude such party from any other or further
      exercise thereof or the exercise of any other right, power or remedy
      hereunder. The election of any remedy by a party hereto will not
      constitute a waiver of the right of such party to pursue other available
      remedies.  No notice to or demand on a party not expressly
      required under this Agreement will entitle the party receiving such notice
      or demand to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights of the party giving
      such notice or demand to any other or further action in any circumstances
      without such notice or demand.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Counterparts.  This
      Agreement may be executed in two or more counterparts, and by different
      parties hereto on separate counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.

            


    

     

    
      	
               
      

            	
              (m)

            	
              Section 409A
      Compliance.   The provisions of this Agreement are
      intended and shall be interpreted and administered so as to not result in
      the imposition of additional tax or interest under Section 409A of the
      Internal Revenue Code where applicable.  Without limiting the
      foregoing, this Agreement shall not be amended in a manner so as to result
      in the imposition of such tax or interest, any reference  to
      “termination of employment” or similar term shall mean an event that
      constitutes a “separation from service” within the meaning of Section 409,
      any reimbursement of expenses shall occur no later than the end of the
      calendar year following the calendar year in which is the expense is
      incurred (or such earlier date as applies under the Company’s business
      expense reimbursement policy), and if at separation from service you are
      considered a Specified Employee within the meaning of said Section 409A,
      then any payments hereunder that are nonqualified deferred compensation
      within the meaning of said Section 409A that are to be made upon
      separation from service shall not commence earlier than six (6) months
      after the date of such separation from service, and any such amounts that
      would otherwise be paid to you within the first six months following the
      separation from service shall be accumulated and paid in a lump sum six
      months and one day following the separation from service (or if you die
      during such six-month period, as soon as practical following the date of
      death)

            


    

     

    If the foregoing accurately sets forth
our agreement, please so indicate by signing and returning to us the enclosed
copy of this letter.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Very
      truly yours,

                              	 
	 
      	 
	
                                Neogenix
      Oncology, Inc.

                              	 
	 
      	 
	
                                By:

                              	 
      	 
	 	      
                                Philip
      M. Arlen, M.D. 

                              	 
	 	      
                                Chief
      Executive Officer 

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  Accepted
      and Approved

                
	 
      
	 
      
	
                  Albine
      Martin, Ph.D

                


        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Exhibit 7(e) – Prior
Inventions

    


    1.  None