Exhibit
      10.3 

    SEVERANCE
      BENEFITS AGREEMENT

     

    This
      SEVERANCE BENEFITS AGREEMENT (the “Agreement”)
      is
      made and entered into as of this 8th
      day of
      August, 2006, by and between Brian Lenz, an individual resident of the State
      of
      New Jersey (the “Executive”)
      and
      VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

     

    RECITALS

     

    WHEREAS,
      Executive is currently employed as an executive officer of the
      Company;

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”)
      has
      determined that it is in the best interests of the Company to reinforce and
      encourage the continuity of management personnel in the event of any potential
      Change in Control (as hereinafter defined); and 

     

    WHEREAS,
      the Board believes this objective can best be served by providing for a
      compensation arrangement for the Executive upon the Executive’s termination of
      employment under certain circumstances in the event of a Change of
      Control.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants and the
      respective undertakings of the Company and Executive set forth below, the
      Company and Executive agree as follows:

     

    AGREEMENT

     

    1.
      Certain
      Definitions.

     

    (a) Annual
      Compensation.
      For the
      purposes of this Agreement, “Annual
      Compensation”
shall
      mean Executive’s annual base salary, as adjusted from time to time by the Board
      of Directors of the Company. 

     

    (b) Change
      of Control.
      For the
      purposes of this Agreement, the term “Change
      of Control”
shall
      have the meaning ascribed to it in the Company’s 2003 Stock Option Plan.


     

    (c) Termination
      Without Cause.
      For the
      purposes of this Agreement, “Termination
      Without Cause”
shall
      mean termination of the Executive by the Company for reasons other
      than:

     

    (i) the
      conviction of a felony; 

     

    (ii) the
      conviction of theft or embezzlement of Company property, or the commission
      of an
      act involving moral turpitude that materially and adversely affects the
      Company’s reputation and business prospects; or

     

    (iii) the
      failure of Executive to substantially perform his material duties and
      responsibilities of his employment (excluding nonperformance resulting from
      Executive’s disability) which failure is not cured within thirty (30) days after
      written notice from the Company specifying the act of nonperformance or within
      such longer period (but no longer than 90 days in any event) as is reasonably
      required to cure such nonperformance. 

     

    (d) Constructive
      Termination.
      For the
      purposes of this Agreement, “Constructive
      Termination”
shall
      mean:

     

    (i) Executive
      has been demoted or has otherwise incurred a material reduction in his authority
      or responsibility; 

     

    (ii) an
      adverse change in Executive’s annual compensation or benefits; or

     

    (iii) in
      the
      course and scope of Executive’s employment with the Company, Executive has been
      subjected to any conduct that constitutes prohibited employment discrimination
      under the provisions of Title VII of the federal Civil Rights Act of 1964,
      as
      amended, or other federal, state or local law.

     

    For
      the
      purposes of this definition, Executive’s responsibilities, authority, status,
      position, offices, titles, duties and reporting requirements are to be
      determined as of the date of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Severance
      Benefits.

     

    (a) Termination
      Following Change of Control. In
      the
      event that Executive’s employment is terminated within one (1) year following a
      Change of Control and such termination is either (i) Without Cause, or (ii)
      is a
      Constructive Termination, then (A) Executive shall be entitled to receive,
      in
      addition to all compensation due and payable to or accrued (which includes
      milestone based bonus achievements) for the benefit of Executive as of the
      date
      of termination, his Annual Compensation, payable in semi-monthly installments
      over a period of twelve (12) months in accordance with the Company’s normal
      payroll practices in effect at such time, and (B) any and all outstanding
      options to purchase shares of stock in the Company granted to Executive shall
      immediately vest and become immediately exercisable (whether entered into before
      or after the date of this Agreement), in addition to the Company’s healthcare
      and insurance benefits program over a period of twelve (12) months.


     

    The
      provisions of this Section 2(a), including without limitation the acceleration
      of all outstanding options to purchase shares of stock in the Company, shall
      apply following any Change of Control notwithstanding any provision otherwise
      in
      any stock option agreement between the Company and the Executive which provides
      for the grant to Executive of the right to purchase shares of stock of the
      Company.

     

    (b) Other
      Termination.
      In the
      event that Executive’s employment is terminated (i) at a time other than a
      1-year period following a Change of Control, and (ii) Without Cause, then
      Executive shall be entitled to receive, in addition to all compensation due
      and
      payable to or accrued (which includes milestone based bonus achievements) for
      the benefit of Executive as of the date of termination, one-half of his Annual
      Compensation, payable in semi-monthly installments over a period of six (6)
      months in accordance with the Company’s normal payroll practices in effect at
      such time, in addition to the Company’s healthcare and insurance benefits
      program over a period of six (6) months. 

     

    (c) Notwithstanding
      anything to the contrary contained in this Section 2, the Company shall have
      no
      obligation to pay, and Executive shall have no obligation to receive, any of
      the
      benefits provided for in paragraphs (a) and (b) of this Section 2 upon
      termination of Executive’s employment unless Executive executes a separate
      agreement releasing the Company from any and all liability in connection with
      the termination of Executive’s employment.

     

    3. Resolution
      of Disputes.
      

     

    If
      there
      shall be any dispute between the Company and the Executive (i) in the event
      of
      any termination of Executive’s employment by the Company, whether such
      termination was Without Cause, or (ii) in the event of a Constructive
      Termination of employment by the Company, then, unless and until there is a
      final, nonappealable judgment by a court of competent jurisdiction declaring
      that such termination was not Without Cause or that the determination by the
      Executive of the existence of a Constructive Termination was not made in good
      faith, the Company shall pay, and provide all benefits to Executive and/or
      Executive’s family or other beneficiaries, as the case may be, that the Company
      would be required to pay or provide pursuant to Section 2 hereof, as the case
      may be, as though such termination were by the Company Without Cause or was
      a
      Constructive Termination by the Company; provided,
      however,
      that the
      Company shall not be required to pay any disputed amounts pursuant to this
      Section except upon receipt of an undertaking by or on behalf of Executive
      to
      repay all such amounts to which Executive is ultimately adjudged by such court
      not to be entitled. 

     

    4. Withholding.
      

     

    The
      Company may withhold from any amounts payable under this Agreement the minimum
      Federal, state and local taxes as shall be required to be withheld pursuant
      to
      any applicable law, statute or regulation.

     

    5. Successors
      and Assigns.
      

     

    This
      Agreement is binding upon, and shall inure to the benefit of the Company and
      all
      successors and assigns of the Company. This Agreement shall be binding upon
      and
      inure to the benefit of the Executive and his heirs and personal
      representatives. The Company will require any successor (whether direct or
      indirect, by purchase, merger or consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to assume
      expressly and agree to perform this Agreement in the same manner and to the
      same
      extent that the Company would be required to perform it if no such succession
      had taken place. Failure of the Company to obtain such agreement, prior to
      the
      effectiveness of any such succession shall be a material breach of this
      Agreement and shall entitle the Executive to any Severance Payment payable
      pursuant to Section 2 hereof.

     

    6. Miscellaneous.
      

     

    (a) Governing
      Law; Amendment.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New Jersey, without reference to principles of conflict of laws.
      The captions of this Agreement are not part of the provisions hereof and shall
      have no force or effect. This Agreement may not be amended or modified except
      by
      a written agreement executed by the parties hereto or their respective
      successors and legal representatives.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) Notice.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be given by hand to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows: 

     

    IF
      TO THE
      EXECUTIVE:

     

    Brian
      Lenz

    2
      Beckett
      Court

    Trenton,
      New Jersey 08628

    


    IF
      TO THE
      COMPANY:

     

    VioQuest
      Pharmaceuticals, Inc.

    Attn:
      Chief Executive Officer

    180
      Mount
      Airy Road, Suite 203

    Basking
      Ridge, New Jersey 07920

    


    or
      to
      such other address as either party furnishes to the other in writing in
      accordance with paragraph (b) of this Section 6. Notices and communications
      shall be effective when actually received by the addressee.

     

    (c) Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement.
      If any provision of this Agreement shall be held invalid or unenforceable in
      part, the remaining portion of such provision, together with all other
      provisions of this Agreement, shall remain valid and enforceable and continue
      in
      full force and effect to the fullest extent consistent with the
      law.

     

    (d) Waiver.
      The
      Executive's or the Company's failure to insist upon strict compliance with
      any
      provision of, or to assert any right under, this Agreement shall not be deemed
      to be a waiver of such provision or right or of any other provision of or right
      under this Agreement.

     

    (e) Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, and said counterparts shall constitute but one and the same
      instrument.

     

    (f) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties, and shall
      supersede all prior agreements and understandings between the parties with
      respect to the subject matter hereof and may not be modified or terminated
      orally. No modification, termination or attempted waiver of this Agreement
      shall
      be valid unless in writing and signed by the party against whom the same is
      sought to be enforced. 

     

    IN
      WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and
      pursuant to the due authorization of its Board, the Company has caused this
      Agreement to be executed in its name and on its behalf, all as of the day and
      year first written above.

     

    


     

    
      	
              
                VIOQUEST
                  PHARMACEUTICALS, INC.

              

            	
              
                EXECUTIVE:

              

               

            
	
              By:
                /s/
                Daniel E.
                Greenleaf                        
                

              Daniel
                E. Greenleaf

              President
                & Chief Executive Officer

            	
              /s/
                Brian
                Lenz                                
                

              Brian
                Lenz

              Chief
                Financial Officer

            
	 	 


    

    


     

    
      
         

      

      
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