Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is made and entered into effective as of April 3, 2007 by and between
      Osteologix, Inc., a Delaware corporation (the “Company”), and Mr. Philip J.
      Young (the “Executive”).

     

    In
      consideration of the mutual promises, terms, provisions and conditions set
      forth
      in this Agreement, the parties hereby agree as follows:

     

    1.    Employment.
      Subject
      to the terms and conditions set forth in this Agreement, the Company hereby
      offers and the Executive hereby accepts employment.

     

    2.    Term.
      Subject
      to earlier termination as hereafter provided, the Executive’s employment
      hereunder shall be for a term of one (1) year (the “Initial Term”), commencing
      effective as of May 1, 2007 (the “Effective Date”); provided,
      however,
      that
      the Initial Term shall automatically be extended for successive one year periods
      on each anniversary of the Effective Date (each, a “Renewal Period”, and
      together with the Initial Term, the “Term”) unless written notice is given by
      either the Company or Executive no later than 60 days prior to the end of a
      Renewal Term that such party does not wish to extend the Term of this Agreement.
      The Term of this Agreement is hereafter referred to as “the term of this
      Agreement” or “the term hereof.”

     

    3.    Capacity
      and Performance; Location.

     

    (a)   During
      the term hereof, the Executive shall serve as the President and Chief Executive
      Officer of the Company. In addition, and without further compensation, the
      Executive shall serve as a director of the Company to the extent elected or
      appointed from time to time.

     

    (b)   During
      the term hereof, the Executive shall be employed by the Company on a full-time
      basis, shall have all powers and duties consistent with his position, subject
      to
      the direction and control of the Company’s Board of Directors (the “Board”), and
      shall perform such other duties and responsibilities on behalf of the Company
      as
      may reasonably be designated from time to time by the Board. The Executive
      shall
      require the approval of the Board to pursue or enter into any transaction or
      group of related transactions that are not in the ordinary course of business
      and would be material to the Company.

     

    (c)   During
      the term hereof, the Executive shall devote substantially all of his full
      business time and his best efforts, business judgment, skill and knowledge
      to
      the advancement of the business and interests of the Company and to the
      discharge of his duties and responsibilities hereunder. The Executive shall
      comply with all written policies of the Company in effect from time to time
      and
      shall observe and implement those resolutions and directives of the Board as
      made or issued from time to time. The Executive shall not engage in any other
      business activity or serve in any industry, trade, professional, governmental
      or
      academic position during the term of this Agreement, except as may be expressly
      approved in advance by the Board in writing; provided, that the Executive shall
      be entitled to continue to serve on the board of directors of MCR American
      Pharmaceuticals or it’s successors, provided that such service does not
      interfere with his performance of his duties hereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (d)   The
      Company’s principal executive office is currently located in San Francisco,
      California. The Executive shall initially work from an office at his current
      location (Richmond, VA) and travel between the Company’s San Francisco office,
      the Executive’s current office location, and the Company’s offices in
      Copenhagen, Denmark, as is reasonably necessary for the management of the
      Company’s business. Within 12 months of the start of the Executive’s employment,
      the Board will determine whether to relocate the principal executive office
      of
      the Company or to retain it at the San Francisco location. In either case,
      it
      shall provide the Executive with six months’ prior written notice and upon
      delivery of such notice, the Company and the Executive shall reasonably and
      in
      good faith negotiate a fair and equitable relocation package. Following such
      notice period and the determination of the location of the Company’s principal
      executive office, the Executive shall be based in and work primarily in and
      from
      the Company’s principal executive office.

     

    (e)    During
      the first 12 months following the Effective Date, the Executive acknowledges
      and
      agrees that he shall spend one week every second month of the term hereof at
      the
      Company’s offices in Copenhagen, Denmark. The Company will reimburse the
      Executive for all reasonable and customary travel and living expenses (e.g.,
      hotel and meals) incurred in connection with time spent in Copenhagen, Denmark
      and the Executive shall provide the Company with reasonable documentation of
      such expenses.

     

    (f)    Upon
      reasonable notice, the Executive shall be available to participate in all
      meetings of the Board. The Company will reimburse the Executive for all
      reasonable and customary travel and living expenses (e.g., hotel and meals),
      if
      any, incurred in connection with such meetings and the Executive shall provide
      the Company with reasonable documentation of such expenses.

     

    4.    Compensation
      and Benefits.
      As
      compensation for all services performed by the Executive hereunder during the
      term hereof, and subject to performance of the Executive’s duties and
      obligations pursuant to this Agreement:

     

    (a)    Base
      Salary.
      During
      the term hereof, the Company shall pay the Executive a base salary at an initial
      rate of Three Hundred Fifty Thousand Dollars ($350,000) per annum, payable
      in
      accordance with the payroll practices of the Company for its executives. Such
      base salary, as from time to time increased, is hereafter referred to as the
      “Base Salary.”

     

    (b)    Bonus
      Compensation.
      During
      the term hereof, the Executive shall have the opportunity to earn an annual
      performance bonus equal to up to 35% of the Executive’s Base Salary based upon
      performance criteria set by the Board in its sole discretion on an annual basis.
      The Board shall conduct a performance review of the Executive at least once
      a
      year on or prior to February 1 of each year, commencing in 2008. The Company
      may, from time to time, pay such other bonus or bonuses to the Executive as
      the
      Board or a compensation committee of the Board, in its sole discretion, deems
      appropriate. In order to receive the annual performance bonus, the Executive
      must continue to be employed by the Company through the end of the period with
      respect to which the annual performance bonus has been earned. The annual
      performance bonus will be paid to the Executive at such time as bonuses for
      the
      applicable period are regularly paid to senior executives of the Company;
      provided, however, in no event will the annual performance bonus be paid later
      than February 28 of the relevant calendar year. Except as otherwise provided
      herein, bonuses shall be paid at such time as bonuses for the applicable period
      are regularly paid to senior executives of the Company. 

     

     

    
      
        
        

      

      
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    (c)    Stock
      Options.
      The
      Executive shall receive stock options to purchase One Million (1,000,000) shares
      of common stock of the Company at an exercise price per share equal to the
      greater of $1.20 and the last reported sales price for the Company’s common
      stock on the OTC Bulletin Board on the date of grant (the
      “Stock Options”). The Stock Options shall vest and become exercisable with
      respect to 1/8th
      (125,000) of the aggregate Stock Options on December 1, 2007, and the rest
      (875,000) shall vest monthly on the first day of each subsequent month with
      respect to 1/48th
      (18,229)
      of the aggregate Stock Options thereafter. The Stock Options shall be granted
      under the Company’s 2006 Stock Incentive Plan (the “2006 Plan”) and pursuant to
      the terms of the Company’s standard form stock option agreement approved by the
      Board.

     

    (d)    Vacations.
      During
      the term hereof, the Executive shall be entitled to four (4) weeks of vacation
      per annum, to be taken at such times and intervals as shall be determined by
      the
      Executive, subject to the reasonable business needs of the Company.
      Vacation
      time
      shall not cumulate from year to year. Accrued and unused vacation time may
      be
      carried over to subsequent years with maximum four weeks of carryover into
      any
      year.

     

    (e)    Insurance
      Coverage.
      During
      the term hereof, the Company shall provide Executive with medical, life and
      disability insurance as follows: the Company shall (i) pay premiums in
      accordance with the Company’s usual practices, for all medical insurance,
      including heath, dental and vision coverage for Executive and his immediate
      family, (ii) provide, at its cost, disability insurance with an annual benefit
      equal to 75% of the Executive’s Base Salary, and (iii) provide, at its cost,
      term life insurance on the life of the Executive with a death benefit equal
      to
      an aggregate of $1,400,000, payable to such beneficiaries as may be designated
      by the Executive in writing from time to time. The Executive’s benefits
      contemplated by this Section 4(e) shall be subject to the terms and conditions
      of each applicable policy, as may be in effect from time to time at the
      discretion of the Board.

     

    (f)    Other
      Benefits.
      During
      the term hereof and subject to any contribution therefor generally required
      of
      employees of the Company, the Executive shall be entitled to participate in
      any
      and all other employee benefit plans from time to time in effect for employees
      of the Company generally, except to the extent such plans are in a category
      of
      benefit (including, without limitation, bonus compensation) otherwise provided
      to the Executive. Such participation shall be subject to (i) the terms of the
      applicable plan documents, (ii) generally applicable Company policies and (iii)
      the discretion of the Board or any administrative or other committee provided
      for in or contemplated by such plan. The Company may alter, modify, add to
      or
      delete such “other employee benefit plans” at any time as it, in its sole
      judgment, determines to be appropriate, without recourse by the Executive.
      

     

     

    
      
        
        

      

      
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    (g)    Automobile
      Allowance.
      The
      Company shall reimburse the Executive for his automobile expenses including
      a
      monthly lease or financing payment up to $1,275 (equivalent to the monthly
      lease
      for a car valued at $60,000). The Company shall pay all expenses connected
      with
      insurance, motor vehicle registration and tax, maintenance, repair, gasoline
      and
      other expenses incurred in connection with the Executive’s use of such car,
      whether it be in the Company's service or privately; provided, however, that
      the
      Company shall not be liable for any costs or expenses incurred in connection
      or
      associated with unlawful conduct of the Executive in connection with the
      operation of the vehicle, including, without limitation, speeding or traffic
      fines or responsibilities related to reckless driving and driving without proper
      license. In the event the Executive’s employment terminates, the Executive will
      retain possession of the automobile and will assume the monthly payments, and
      all other obligations related to the automobile, effective on the effective
      date
      of the termination.

     

    (h)    Business
      Expenses.
      The
      Company shall pay or reimburse the Executive for all reasonable and necessary
      business expenses incurred or paid by the Executive in the performance of his
      duties and responsibilities hereunder, subject to any maximum annual limit
      and
      other restrictions on such expenses set by the Board for senior executives
      of
      the Company, and to such reasonable substantiation and documentation as may
      be
      specified by the Company from time to time. The Executive shall use reasonable
      efforts to purchase airline tickets in advance or otherwise take advantage
      of
      low-cost fares.

     

    5.    Termination
      of Employment.
      Notwithstanding the provisions of Section 2 hereof, the Executive’s employment
      hereunder may terminate prior to the expiration of the term hereof as set forth
      below.

     

    (a)    Death.
      In the
      event of the Executive’s death during the term hereof, the Executive’s
      employment hereunder shall immediately and automatically terminate. In that
      event, the Company shall pay to the Executive’s designated beneficiary or, if no
      beneficiary has been designated by the Executive, to his estate, any earned
      and
      unpaid Base Salary, prorated through the date of his death, plus an additional
      three months of Base Salary. The Company shall have no further obligation or
      liability to the Executive or his estate.

     

    (b)    Disability.

     

    (i)    The
      Company may terminate the Executive’s employment hereunder, upon thirty (30)
      days’ notice to the Executive, in the event that the Executive becomes disabled
      during his employment hereunder through any illness, injury, accident or
      condition of either a physical or psychological nature and, as a result, is
      unable to perform the essential functions of his position hereunder, with or
      without reasonable accommodation, for eighty (80) days during any period of
      one-hundred eighty (180) consecutive calendar days.

     

     

    
      
        
        

      

      
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    (ii)    The
      Board
      may designate another employee to act in the Executive’s place during any period
      in which the Executive is unable to perform the essential functions of his
      position as a result of any illness, injury, accident or condition of either
      a
      physical or psychological nature. Notwithstanding any such designation, the
      Executive shall continue to receive the Base Salary in accordance with Section
      4(a) and his other benefits pursuant to Sections 4(e), 4(f) and 4(g) hereof,
      to
      the extent permitted by the then-current terms of the applicable benefit plans,
      until the Executive becomes eligible for disability income benefits under any
      disability income plan provided by the Company or until the termination of
      his
      employment, whichever shall first occur.

     

    (iii)    If
      any
      question shall arise as to whether during any period the Executive is disabled
      through any illness, injury, accident or condition of either a physical or
      psychological nature so as to be unable to perform the essential functions
      of
      his position hereunder, the Executive may, and at the request of the Company
      shall, submit to a medical examination by a physician selected by the Company
      to
      whom the Executive or his duly appointed guardian, if any, has no reasonable
      objection, to determine whether the Executive is so disabled, and such
      determination shall for the purposes of this Agreement be conclusive of the
      issue. If such question shall arise and the Executive shall fail to submit
      to
      such medical examination, the Company’s determination of the issue shall be
      binding on the Executive.

     

    (c)    By
      the
      Company for Cause.
      The
      Company may terminate the Executive’s employment hereunder for Cause (as defined
      below) at any time upon notice to the Executive setting forth in reasonable
      detail the nature of such Cause. The following, as determined by the Board
      in
      its reasonable and good faith judgment, shall constitute Cause for termination:
      (i) conviction or plea of nolo contendere in a court of law of (x) any felony
      or
      (y) any misdemeanor involving dishonesty, breach of trust, misappropriation
      or
      illegal narcotics, (ii) commission of any act involving theft, embezzlement,
      fraud, dishonesty or moral turpitude or that otherwise impairs the reputation,
      goodwill or business of the Company, (iii) material breach of any of the
      material provisions of this Agreement or of any other material agreement between
      the Executive and the Company or any of its Affiliates, (iv) demonstration
      of gross negligence, willful misconduct or dereliction of duty in the execution
      of his duties under this Agreement or breach of his duty of loyalty to the
      Company or any of its Affiliates that is materially injurious to the Company,
      or
      (v) repeated and consistent failure to be present at work or to perform his
      duties at a level consistent with his position with the Company or as directed
      by the Board, which failure continues for more than thirty (30) days after
      notice given to the Executive, such notice to set forth in reasonable detail
      the
      nature of such failure. Upon the giving of notice of termination of the
      Executive’s employment hereunder for Cause, the Company shall not have any
      further obligation or liability to the Executive, other than for Base Salary
      earned and unpaid through the date of termination. Any unvested Stock Options
      shall be forfeited and vested Stock Options not exercised prior to termination
      shall expire and no longer be exercisable.

     

     

    
      
        
        

      

      
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    (d)    By
      the
      Company without Cause.
      The
      Company may terminate the Executive’s employment hereunder without Cause at any
      time upon three (3) months’ advance written notice.

     

    (e)    By
      the
      Executive.
      The
      Executive may terminate his employment, with or without cause, at any time
      upon
      at least fourteen (14) days’ advance written notice to the Company.

     

    (f)    By
      the
      Executive for Changed Circumstances.
      The
      Executive may terminate his employment hereunder upon the occurrence of Changed
      Circumstances (as defined below) upon written notice to the Company. “Changed
      Circumstances” shall mean (i) breach hereof by the Company of its obligations
      under this Agreement not remedied within thirty (30) days’ written notice by the
      Executive to the Company; or (ii) subject to the Company’s right to terminate
      the Executive’s employment pursuant to subsections (c) and (d) above, a material
      diminution in the Executive’s authority or title within the Company by reason of
      actions taken by or under the authority of the Board or (iii) a “Change in
      Control” as defined in Section 6 hereof. 

     

    (g)    Severance
      Benefits.

     

    (i)    In
      the
      event that the Company terminates the Executive’s employment without Cause (as
      defined above) or the Executive terminates his employment for Changed
      Circumstances (as defined above), subject to the terms and conditions of this
      Section 5(g), the Company will pay severance on a monthly basis to the Executive
      and will provide the continuation of the benefits set forth in Section 4(e)
      and
      4(f) for the respective periods indicated below:


    
      


      
        	
                Termination
                  of Employment:

              	 	
                Aggregate

                Severance
                  Amount:

              	 	
                Benefits
                  Period:

              
	
                During
                  the first three months of the term

              	 	
                Three
                  months of Base Salary

              	 	
                Three
                  months of benefits continuation

              
	
                After
                  the first three months, but not after the first nine months of
                  the
                  term

              	 	
                One
                  month Base Salary for each month of the term served

              	 	
                One
                  month of benefits continuation for each month of the term
                  served

              
	
                After
                  than the first nine months of the term

              	 	
                Nine
                  months of Base Salary

              	 	
                Nine
                  months of benefits continuation

              


      

       

    

    (ii)    The
      severance amount and benefits continuation set forth in the above table are
      referred to herein as the “Severance Benefits. The continuation of any group
      health plan benefits shall be to the extent authorized by and consistent with
      29
      U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular
      employer portion of the premium for such benefits paid by the Company. The
      Executive’s right to receive Severance Benefits under Subsection 5(g)(i) is
      conditioned upon (x) the Executive’s prior execution and delivery to the Company
      of a general release of any and all claims and causes of action of the Executive
      against the Company and its officers and directors, excepting only the right
      to
      any compensation, benefits and/or reimbursable expenses due and unpaid under
      Sections 4 and/or 5(g)(i) of this Agreement, and (y) the Executive’s continued
      performance of those obligations hereunder that continue by their express terms
      after the termination of his employment, including without limitation those
      set
      forth in Sections 8, 9 and 10. Any
      Severance Benefits to be paid hereunder shall be payable in accordance with
      the
      payroll practices of the Company for its executives generally as in effect
      from
      time to time, and subject to all required withholding of taxes.

     

     

    
      
        
        

      

      
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    6.    Change
      in Control.
      If the
      Executive’s employment is terminated by the Company, with or without Cause or by
      the Executive for Changed Circumstances, following the Change in Control Date,
      the Executive shall receive those Severance Benefits provided in Section 5(g)(i)
      as if he were terminated following the first nine months of the term
plus
      Executive’s pro rata Bonus Compensation to the date of termination, which
      Severance Benefits shall be subject to the terms set forth in Section 5(g)(ii)
      and shall be in lieu of any benefits to which the Executive is otherwise
      entitled pursuant to Section 5(g). “Change in Control Date” means the first date
      on which a Change in Control occurs. “Change in Control” means an event or
      occurrence set forth in any one or more of subsections (a) through (c) below
      (including an event or occurrence that constitutes a Change in Control under
      one
      of such subsections but is specifically exempted from another such
      subsection):

     

    (a)    the
      acquisition by an individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (an “Acquiring Person”) of beneficial ownership of any capital
      stock of the Company if, after such acquisition, such Acquiring Person
      beneficially owns (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) 50% or more of either (i) the then-outstanding shares of common
      stock of the Company (the "Outstanding Company Common Stock") or (ii) the
      combined voting power of the then-outstanding securities of the Company entitled
      to vote generally in the election of directors (the "Outstanding Company Voting
      Securities"); provided, however, that for purposes of this subsection (a),
      the
      following acquisitions shall not constitute a Change in Control: (i) any
      acquisition directly from the Company, (ii) any acquisition by the Company
      or
      (iii) any acquisition by any employee benefit plan (or related trust) sponsored
      or maintained by the Company or any corporation controlled by the Company;
      or

    


    (b)    such
      time
      as the Continuing Directors (as defined below) do not constitute a majority
      of
      the Board (or, if applicable, the Board of Directors of a successor corporation
      to the Company), where the term “Continuing Director” means at any date a member
      of the Board (i) who was a member of the Board on the date of the execution
      of
      this Agreement or (ii) who was nominated or elected subsequent to such date
      by
      at least a majority of the directors who were Continuing Directors at the time
      of such nomination or election or whose election to the Board was recommended
      or
      endorsed by at least a majority of the directors who were Continuing Directors
      at the time of such nomination or election; or

     

     

     

    
      
        
        

      

      
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    (c)    the
      consummation of a merger, consolidation, reorganization, recapitalization or
      statutory share exchange involving the Company or a sale or other disposition
      of
      all or substantially all of the assets of the Company (a “Business
      Combination”), unless, immediately following such Business Combination, all or
      substantially all of the individuals and entities who were the beneficial owners
      of the Outstanding Company Common Stock and Outstanding Company Voting
      Securities immediately prior to such Business Combination beneficially own,
      directly or indirectly, more than 50% of the then-outstanding shares of common
      stock and the combined voting power of the then-outstanding securities entitled
      to vote generally in the election of directors, respectively, of the resulting
      or acquiring corporation in such Business Combination in substantially the
      same
      proportions as their ownership, immediately prior to such Business Combination,
      of the Outstanding Company Common Stock and Outstanding Company Voting
      Securities, respectively. 

    


    7.    Effect
      of Termination.
      Upon
      termination of this Agreement, all obligations and provisions of this Agreement
      shall terminate except with respect to any accrued and unpaid monetary
      obligations and except for the provisions of Section 8 through (and inclusive
      of) 23 hereof.

     

    8.    Confidential
      Information; Assignment of Inventions.

     

    (a)    The
      Executive acknowledges that the Company and its Affiliates will continually
      develop Confidential Information and Proprietary Information (as defined below),
      that the Executive may develop Confidential Information and Proprietary
      Information for the Company or its Affiliates, and that the Executive may learn
      of Confidential Information and Proprietary Information during the course of
      his
      employment with the Company. The Executive agrees that, except as required
      for
      the proper performance of his duties for the Company, he will not, directly
      or
      indirectly, use or disclose any Confidential Information or Proprietary
      Information. The Executive understands and agrees that this restriction will
      continue to apply after his employment terminates, regardless of the reason
      for
      termination.

     

    (b)    The
      Executive agrees that all Confidential Information and Proprietary Information,
      including, without limitation all work products, inventions methods, processes,
      designs, software, apparatuses, compositions of matter, procedures,
      improvements, property, data documentation, information or materials that the
      Executive, jointly or separately prepared, conceived, discovered, reduced to
      practice, developed or created during, in connection with, for the purpose
      of,
      related to, or as a result of his employment with the Company, and/or to which
      he has access as a result of his employment with the Company (collectively,
      the
“Inventions”) is and shall remain the sole and exclusive property of the
      Company. 

     

    (c)    The
      Executive by his signature on this Agreement unconditionally and irrevocably
      transfers and assigns to the Company all rights, title and interest in the
      Inventions (as defined above, including all patent, copyright, trade secret
      and
      any other intellectual property rights therein) and will take any steps and
      execute any further documentation from time to time reasonably necessary to
      effect such assignment free of charge to the Company. The Executive will further
      execute, upon request, whether during, or after the termination of, his
      employment with the Company, any and all applications for patents, assignments
      and other papers, which the Company may deem necessary or appropriate for
      securing such Inventions for the Company.

     

     

    
      
        
        

      

      
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    (d)    Except
      as
      required for the proper performance of his duties, the Executive will not copy
      any and all papers, documents, drawings, systems, data bases, memoranda, notes,
      plans, records, reports files, data (including original data), disks, electronic
      media etc. containing Confidential Information or Proprietary Information
      (“Documents”) or remove any Documents, or copies, from Company premises. The
      Executive will return to the Company immediately after his employment
      terminates, and at such other times as may be specified by the Company, all
      Documents and copies and all other property of the Company and its Affiliates
      then in his possession or control.

    


    9.    Non-Competition
      Covenants.
      During
      the term hereof and for a period of one (1) year from the date the Executive’s
      employment with the Company terminates (the “Restricted Period”), the Executive
      shall refrain from engaging or becoming interested, directly or indirectly,
      as
      an owner, employee, director, partner, consultant, through stock ownership,
      investment of capital, lending of money or property, rendering of services,
      or
      otherwise, either alone or in association with others, in the operation,
      management or supervision of any type of business or enterprise that during
      such
      period competes with the businesses or enterprises of the Company and its
      operating subsidiaries (if any) (collectively, the “Company Group”), or any new
      business or enterprise which the Company Group during such Restricted Period
      plans in good faith in the near future to commence which is related to the
      Company Group’s then-existing businesses or enterprises, including, without
      limitation, the research and development of drugs for bone or cartilage diseases
      or other diseases in which the Company has active research and development
      programs, except through ownership of shares in a publicly-traded corporation
      or
      publicly-traded mutual fund or publicly-traded limited partnership in which
      the
      Executive does not materially participate and in which the Executive’s ownership
      interest is one percent (1%) or less. The Executive acknowledges and aggress
      that the entire business of the Company is based upon technology and Proprietary
      Information that has world-wide application. Therefore, the restrictions
      contained in this Section 9 cannot be limited to any particular geographic
      region and are applicable world-wide. In the event that the scope of any
      restriction contained in this Section 9 is determined by a court to be too
      broad
      to permit enforcement hereof to its full extent, then such restriction shall
      be
      enforced to the maximum extent permitted by law, based upon the geographic
      markets on which the Company Group conducts its business at the time of breach
      of this Section.

     

    10.    Non-Solicitation
      Covenants.
      During
      the Restricted Period, the Executive shall refrain from, directly or indirectly,
      whether on behalf of himself or anyone else: (a) soliciting or accepting orders
      from any present or past customer of the Company Group for a product or service
      offered or sold by, or competitive with a product or service offered or sold
      by,
      the Company Group; (b) inducing or attempting to induce any customer, supplier,
      licensee, licensor or other business relation of the Company Group to cease
      doing business with the Company Group or in any way interfere with the
      relationship between that customer, supplier, licensee, licensor or other
      business relation and the Company Group; (c) using for his benefit or disclosing
      the name and/or requirements of any such customer, supplier, licensee, licensor,
      or other business relation to any other person; (d) soliciting any of the
      Company Group’s employees to leave the employ of the Company Group or hiring
      anyone who is an employee of the Company Group or was such an employee during
      the twelve (12) months preceding the proposed date of hire; or (e) inducing
      or
      attempting to induce any employee of the Company Group to work for, render
      services or provide advice to or supply Confidential Information or Proprietary
      Information to any other person. During the Restricted Period, the Executive
      shall not directly or indirectly assist or encourage any other person, in
      carrying out, directly or indirectly, any activity that would be prohibited
      by
      this agreement were they carried out by the Executive himself.

     

     

    
      
        
        

      

      
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    11.    Enforcement
      of Covenants.
      The
      Executive acknowledges that he has carefully read and considered all the terms
      and conditions of this Agreement, including the restraints imposed upon him
      pursuant to Sections 8, 9 and 10 hereof. The Executive acknowledges that the
      covenants contained in Sections 8, 9 and 10 are reasonably necessary to protect
      the goodwill of the Company that is its exclusive property. The Executive
      further acknowledges and agrees that, were he to breach any of the covenants
      contained in Sections 8, 9 or 10 hereof, the damage would be irreparable. The
      Executive therefore agrees that the Company, in addition to any other remedies
      available to it, shall be entitled to preliminary and permanent injunctive
      relief against any breach or threatened breach by the Executive of any of said
      covenants, without having to post bond.

     

    12.    Conflicting
      Agreements.
      The
      Executive hereby represents and warrants that the execution of this Agreement
      and the performance of his obligations hereunder will not breach or be in
      conflict with any other agreement to which the Executive is a party or is bound
      and that the Executive is not subject to any covenants against competition
      or
      similar covenants that would affect the performance of his obligations
      hereunder. The Executive will not disclose to or use any confidential or
      proprietary information of a third party without such party’s
      consent.

     

    13.    Definitions.
      Words
      or phrases which are initially capitalized or are within quotation marks shall
      have the meanings provided in this Section 13 and as provided elsewhere
      herein. For purposes of this Agreement, the following definitions
      apply:

     

    (a)    “Affiliates”
means
      all persons and entities directly or indirectly controlling, controlled by
      or
      under common control with the Company, where control may be by either management
      authority or equity interest.

     

    (b)    “Confidential
      Information”
means
      any and all information, inventions, discoveries, ideas, writings,
      communications, research, engineering methods, developments in chemistry,
      manufacturing information, practices, processes, systems, technical and
      scientific information, formulae, designs, concepts, products, trade secrets,
      projects, improvements and developments that relate to the business of the
      Company or any Affiliate and are not generally known by others, including but
      not limited to (i) products and services, technical data, methods and processes,
      (ii) marketing activities and strategic plans, (iii) financial information,
      costs and sources of supply, (iv) the identity and special needs of customers
      and prospective customers and vendors and prospective vendors, and (v) the
      people and organizations with whom the Company or any Affiliate has or plans
      to
      have business relationships and those relationships. Confidential Information
      also includes such information that the Company or any Affiliate may receive
      or
      has received belonging to customers or others who do business with the Company
      or any Affiliate and any publication or literary creation of the Executive,
      developed in whole or in part while the Executive is employed by the Company,
      in
      whatever form published the content of which, in whole or in part, relates
      to
      the business of the Company or any Affiliate.

     

     

    
      
        
        

      

      
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    (c)    “Person”
means
      an individual, a corporation, an association, a partnership, an estate, a trust
      and any other entity or organization.

     

    (d)    “Proprietary
      Information”
means
      any and all intellectual property subject to protection under applicable
      copyright, trademark, trade secret or patent laws if such property is similar
      in
      any material respect with the products and services offered by the Company
      or
      any Affiliate.

     

    14.    Withholding.
      All
      payments made under this Agreement shall be reduced by any tax or other amounts
      required to be withheld under applicable law.

     

    15.    Assignment.
      Neither
      the Company nor the Executive may make any assignment of this Agreement or
      any
      interest herein, by operation of law or otherwise, without the prior written
      consent of the other; provided,
      however,
      that
      the Company may assign its rights and obligations under this Agreement without
      the consent of the Executive in the event that the Company shall hereafter
      effect a reorganization, or consolidate with or merge into any other Person,
      or
      transfer all or substantially all of its properties or assets to any other
      Person. This Agreement shall inure to the benefit of and be binding upon the
      Company and the Executive, and their respective successors, executors,
      administrators, heirs and permitted assigns.

     

    16.    Severability.
      If any
      portion or provision of this Agreement shall to any extent be declared illegal
      or unenforceable by a court of competent 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, shall
      not be affected thereby, and each portion and provision of this Agreement shall
      be valid and enforceable to the fullest extent permitted by law.

     

    17.    Waiver.
      No
      waiver of any provision hereof shall be effective unless made in writing and
      signed by the waiving party. The failure of either party to require the
      performance of any term or obligation of this Agreement, or the waiver by either
      party of any breach of this Agreement, shall not prevent any subsequent
      enforcement of such term or obligation or be deemed a waiver of any subsequent
      breach.

     

    18.    Notices.
      Any and
      all notices, requests, demands and other communications provided for by this
      Agreement shall be in writing and shall be effective when delivered in person
      or
      by overnight courier or delivery service, or 3 business days after being
      deposited in the Danish or United States mail, postage prepaid, registered
      or
      certified, and addressed to the Executive at his last known address on the
      books
      of the Company or, in the case of the Company, at the Company’s principal place
      of business, to the attention of the Chairman of the Board, or to such other
      address as either party may specify by notice to the other actually
      received.

     

     

    
      
        
        

      

      
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    19.    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior communications, agreements and understandings, written or oral, with
      respect to the terms and conditions of the Executive’s employment.

     

    20.    Amendment.
      This
      Agreement may be amended or modified only by a written instrument signed by
      the
      Executive and an expressly authorized representative of the
      Company.

     

    21.    Headings.
      The
      headings and captions in this Agreement are for convenience only and in no
      way
      define or describe the scope or content of any provision of this
      Agreement.

     

    22.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original and all of which together shall constitute one and the same
      instrument.

     

    23.    Governing
      Law.
      This
      Agreement shall be construed and enforced under and be governed in all respects
      by the laws of the State of Delaware, without regard to the conflict of laws
      principles thereof.

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed as a sealed instrument by the Executive and the
      Company, by its duly authorized representative, as of the date first above
      written.

     

    
      	 	 	 	 
	Executive: 	 	 OSTEOLOGIX INC.
	 	 	 
	 	 	 	 
	 	 	 By:	 
	
              
Philip
              J. Young	 	 	
              
Name:
Title:


    

     

     

    
      
        
        

      

      
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