exh10_23.htm


    
       

      Exhibit
        10.23

       

      BIOSPECIFICS
        TECHNOLOGIES CORP.

       

      Non-Employee
        Director Change of Control Agreement

       

      This
        Non-Employee Director Change of Control Agreement, effective as of June 18,
        2007
        is entered into by and between BioSpecifics Technologies Corp., a Delaware
        corporation (the “Company”), with its principal offices located
        at 35 Wilbur Street, Lynbrook, NY 11563, and Paul Gitman (the
“Director”).

      


      The
        Director is a non-employee member of the Board of Directors of the Company
        and
        the Company and the Director desire to arrange for certain provisions applicable
        in the event that the Director’s service on the Company’s Board of Directors
        terminates under the circumstances provided herein.

       

      Accordingly,
        the parties hereto agree as follows:

       

      1.
        Change of Control. For purposes of this
        Agreement, a “Change of Control” shall mean the occurrence of any one of the
        following:

       

      1.1.
        the
        acquisition by any “person” (as such term is defined in Section 3(a)(9) of the
        Securities Exchange Act of 1934), other than the Company or its affiliates,
        from
        any party of an amount of the capital stock of the Company, so that such
        person
        holds or controls 40% or more of the Company’s capital stock; or

       

      1.2.
        a
        merger or similar combination between the Company and another entity after
        which
        40% or more of the voting stock of the surviving corporation is held by persons
        other than the Company or its affiliates; or

       

      1.3.
        a
        merger or similar combination (other than with the Company) in which the
        Company
        is not the surviving corporation; or

       

      1.4.
        the
        sale of all or substantially all of the Company’s assets or
        business.

       

      2.
        Benefits. If the Director’s service on
        the Board of Directors of the Company is terminated pursuant to a transaction
        resulting in a Change of Control, then the following provisions shall
        apply:

       

      2.1.
        Option Vesting. 100% of any options to
        purchase shares of common stock of the Company then held by the Director,
        which
        options are then subject to vesting, shall, notwithstanding any contrary
        provision in the option agreement or stock option plan pursuant to which
        such
        options had been granted, be accelerated and become fully vested and exercisable
        on the date immediately preceding the effective date of such termination.
        All
        other terms of the Director’s options shall remain in full force and
        effect.

        

      2.2.
        Restricted Stock. If, on the date
        immediately preceding the effective date of such termination, the Director
        then
        holds shares of common stock of the Company that are subject to restrictions
        on
        transfer (“Restricted Stock”) issued to the Director in a transaction other than
        pursuant to the exercise of a stock option, then, notwithstanding any contrary
        provision in the relevant stock purchase agreement or other instrument pursuant
        to which the Director acquired such shares of Restricted Stock, such
        restrictions shall expire in their entirety on the date immediately preceding
        the date of termination and all of such shares of common stock shall become
        transferable free of restriction, subject to the applicable provisions of
        federal and state securities laws. All other terms of any existing stock
        purchase or similar document shall remain in full force and effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.
        Confidentiality Agreement. The Director
        confirms that as of the date hereof he or she has executed, or agrees that
        he or
        she will execute, the Company’s standard Confidentiality Agreement pursuant to
        which the Director has agreed to refrain from disclosing the Company’s
        confidential information as set forth in such Confidentiality
        Agreement.

       

      4.
        Miscellaneous.

       

      4.1.
        Assignment. This Agreement may not be
        assigned, in whole or in part, by either party without the prior written
        consent
        of the other party, except that the Company shall assign its rights and
        obligations under this Agreement to any corporation, firm or other business
        entity with or into which the Company may merge or consolidate, or to which
        the
        Company may sell or transfer all or substantially all of its assets, or of
        which
        50% or more of the equity investment and of the voting control is owned,
        directly or indirectly, by, or is under common ownership with, the Company.
        In
        the event of any such assignment by the Company, the Company shall not be
        discharged from its liability hereunder.

       

      4.2.
        Notices. All notices, requests, demands
        and other communications to be given pursuant to this Agreement shall be
        in
        writing and shall be deemed to have been duly given if delivered by hand
        or
        mailed by registered or certified mail, return receipt requested, postage
        prepaid, to the addresses set forth at the beginning of this Agreement or
        such
        other address as a party shall have designated by notice in writing to the
        other
        party, provided that notice of any change in address must actually have been
        received to be effective hereunder.

       

      4.3.
        Integration. This Agreement is the
        entire agreement of the parties with respect to the subject matter hereof
        and
        supersedes any prior agreement or understanding relating to the subject matter
        hereof. This Agreement may not be superseded amended, supplemented or otherwise
        modified except by a writing signed by the Director and the
        Company.

       

      4.4.
        Binding Effect. Subject to Section 4.1,
        this Agreement shall inure to the benefit of and be binding upon the parties
        hereto and their successors, assigns, heirs and personal
        representatives.

       

      4.5.
        Counterparts. This Agreement may be
        executed in two counterparts, each of which shall be deemed an original and
        shall together constitute one and the same instrument.

       

      4.6.
        Severability. If any provision hereof
        shall, for any reason, be held to be invalid or unenforceable in any respect,
        such invalidity or unenforceability shall not affect any other provision
        hereof,
        and this Agreement shall be construed as if such invalid or unenforceable
        provision had not been included herein. If any provision hereof shall for
        any
        reason be held by a court to be excessively broad as to duration, geographical
        scope, activity or subject matter, it shall be construed by limiting and
        reducing it to make it enforceable to the extent compatible with applicable
        law
        as then in effect.

       

      4.7.
        Governing Law. This Agreement shall be
        governed by the laws of the State of New York, without regard to its
        conflict-of-law provisions.

       

      4.8.
        Termination. Nothing in this Agreement
        is intended to or shall modify the nature of the Director’s service as a member
        of the Board of Directors of the Company. The Director may resign as a director
        at any time and the Board may take action to remove the Director, subject
        only
        to the express provisions of this Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.9.
        Survival of Obligations; Enforcement.
        The Director’s duties hereunder shall survive the Director’s service as a member
        of the Board of Directors of the Company. The Director acknowledges that
        a
        remedy at law for any breach or threatened breach by the Director of the
        provisions of this Agreement may be inadequate and the Director therefore
        agrees
        that the Company shall be entitled to injunctive relief in case of any such
        breach or threatened breach.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the undersigned
        have duly executed and delivered this Agreement as of the date first written
        above.

       

    

    
      
         

        
          	 	
                  DIRECTOR

                   

                	 
	 	/s/
                  Paul Gitman	 
	 	Name: 
                  Paul Gitman	 


        

        
           

           

          
            	 	
                    BIOSPECIFICS
                      TECHNOLOGIES CORP.

                     

                  
	 	 By:	/s/
                    Thomas L. Wegman	 
	 	 	Name: 
                    Thomas L. Wegman 	 
	 	 	Title:    President 	 


          

        

         

         

         

         

         

        Signature
          Page to Paul Gitman Change of Control
          Agreement