CORTEX PHARMACEUTICALS INC/DE/
EMPLOYMENT AGREEMENT/JOANN DATA
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<TYPE>EX-10.72
<SEQUENCE>5
<FILENAME>dex1072.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT/JOANN DATA
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<PAGE>

                                                                   EXHIBIT 10.72

[LOGO]
CORTEX

This EMPLOYMENT AGREEMENT, dated as of May 1, 2002, is entered into by and
between Cortex Pharmaceuticals, Inc. (the "Company"), and Joann L. Data, M.D.,
Ph.D. (the "Executive").

WITNESSETH

     WHEREAS, the Executive has considerable experience in clinical and
regulatory affairs and executive management, and

     WHEREAS, the Company wishes to employ the Executive as its Senior Vice
President, Clinical and Regulatory Affairs, and the Executive wishes to be so
employed by the Company,

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1. Engagement. The Company hereby employs the Executive as its Senior Vice
        President, Clinical and Regulatory Affairs, reporting to the President
        and Chief Executive Officer and the Executive hereby accepts such
        employment, on the terms and conditions hereinafter set forth.

     2. Term. The term of this Agreement will begin on May 1, 2002 and shall
        continue thereafter for a one-year period and shall be extended on each
        day for one (1) day so that the remaining term hereof is always one (1)
        year unless either party elects to terminate this Agreement in
        accordance with its provisions.

     3. Duties. During the term of this Agreement, the Executive shall serve as
        the Company's Senior Vice President, Clinical and Regulatory Affairs and
        shall have such duties and responsibilities as are set forth in the
        Company's Bylaws and such other executive responsibilities as may be
        assigned to her from time to time by the President and CEO or the Board
        of Directors. In particular, and without limitation, Executive's duties
        shall include using diligent efforts as appropriate to (i) oversee the
        clinical and regulatory affairs function for the Company at the
        corporate level, (ii) develop preclinical toxicology strategies, (iii)
        oversee the implementation of strategies for earliest possible approvals
        of phase 1 through phase 4 applications, (iv) oversee the evaluation and
        analysis of the impact of trends relative to government regulatory
        activities, (v) assist the CEO and other executives in the development
        of the Company's products through clinical trials and regulatory
        approvals, and (vi) perform other duties as

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        may be appropriate from time to time. The Executive shall use her best
        efforts and shall act in good faith in performing all duties reasonably
        required to be performed by her under this Agreement. It is understood
        that initially, the Executive will provide part-time service to Cortex,
        and will be compensated on a pro-rata basis.

     4. Availability. Except as provided above, the Executive shall devote her
        entire working time, attention, and energies to the Company's business
        and during the term of this Agreement shall not be engaged in any other
        business activity without the prior written approval of the CEO. The
        Executive may engage in a reasonable level of professional activities
        such as are typical for individuals of a comparable professional
        stature. Note: The Executive desires to complete certain commitments to
        her current employer and the Company has no objection to the Executive
        completing her commitments. The Executive may not work on a full-time
        basis during the early months of the employment agreement; therefore,
        all salary and benefits will be on a prorated basis. The Executive may
        hold board of director positions in up to 2 outside companies, so long
        as neither company is in a field that directly competes with the Company
        (Cortex).

     5. Expenses. The Company shall reimburse the Executive, promptly upon
        presentation of itemized vouchers, for all ordinary and customary
        business expenses (including dues, licenses, professional meeting
        attendance and the like) consistent with the Company's reimbursement
        policy, incurred by the Executive in the performance of her duties.

     6. Compensation. As compensation for the services to be rendered hereunder,
        the Company agrees as follows:

        (a) To pay the Executive a prorated annual salary of $200,000 per annum,
            subject to increase based on an annual review by the Compensation
            Committee of the Board of Directors.

        (b) To pay to the Executive a minimum prorated annual bonus of $50,000,
            payable bimonthly. In addition, the Executive shall be considered
            for an additional bonus based upon the level of performance of the
            Executive and/or the Company as measured against mutually
            agreed-upon targets. The amount of such additional bonus shall be
            determined annually by the Compensation Committee of the Board of
            Directors.

        (c) To allow the Executive to participate in such employee benefit
            programs as are made available to management of the Company. Such
            benefits will be on a pro rata basis, and in the event Executive
            wishes to substitute employee health benefit value for cash or other
            value, the Company will make such adjustments.

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        (d) To allow the Executive to have five weeks of paid time off each year
            during the term of this Agreement.

The Executive acknowledges that salary and all other compensation payable under
this Agreement shall be subject to withholding for income and other applicable
taxes to the extent required by law.

     7. Ownership of Material Information. All right, title and interest of
        every kind and nature whatsoever in and to discoveries, inventions,
        improvements, copyrights, ideas, know how, creations or other
        proprietary rights arising from or connected with the Executive's
        employment hereunder shall become and remain the exclusive property of
        the Company, and the Executive shall have no interest therein. The
        Executive agrees to sign the standard proprietary rights agreement that
        is required of all Company employees, provided however that in the event
        of any conflict between such proprietary rights agreement and this
        Agreement, the provisions of this Agreement shall govern.

     8. Trade Secrets. The Executive covenants and agrees with the Company that
        she will not, during the term of this Agreement or thereafter disclose
        to anyone (except to the extent reasonably necessary for the Executive
        to perform her duties hereunder or as may be required by law) any
        confidential information concerning the business or affairs of the
        Company (or of any affiliate or subsidiary of the Company), including
        but not limited to, lists of customers, business plans, joint ventures,
        financial or cost information, and confidential scientific, regulatory,
        and clinical information (whether of the Company or entrusted to the
        Company by a third party under a confidentiality agreement or
        understanding), which the Executive shall have acquired in the course of
        or incident to the performance of her duties pursuant to the terms of
        this Agreement. Nothing herein shall be construed as prohibiting the
        Executive from disclosing to anyone any information which is, or which
        becomes, available to the public (other than by reason of a violation by
        the Executive of this Section 8) or which is a matter of general
        business knowledge or experience.

     9. Termination for Cause. The Company may terminate the employment of the
        Executive under this Agreement at any time for "Cause" (as hereinafter
        defined) upon not less than three days' notice to the Executive. As used
        herein, the term "Cause" shall mean only: a) Executive's willful refusal
        or willful failure to perform the duties properly assigned to her in
        accordance with the terms of this Agreement or a material breach of
        Section 4 of this Agreement and such refusal, failure or breach is
        detrimental to the interests of the Company, provided however that the
        employment of the Executive shall not be terminated under this clause
        (a) unless the Executive is given notice in writing that the conduct in
        question

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         constitutes grounds for termination under this Section 9 and the
         Executive is allowed a reasonable period of time to remedy the refusal
         or failure; (b) Executive's commission of a felony or misdemeanor,
         which has a material adverse effect on the Company; or (c) Executive's
         willful and material breach of Section 8 of this Agreement. If the
         employment of the Executive under this Agreement is terminated under
         this Section 9, the Company shall give written notice to the Executive
         specifying the cause of such action. Upon the effectiveness of a
         termination of employment under this Section 9, the Company shall be
         relieved of all further obligations under this Agreement.
         Notwithstanding such termination of employment, the Executive shall
         continue to be bound by the provisions of Sections 7 and 8.

     10. Termination Without Cause or for Good Cause.

         (a) The Company may terminate the employment of the Executive under
             this Agreement without cause at any time upon at least thirty (30)
             days' prior written notice to the Executive. The Executive may
             terminate her employment under this Agreement upon at least five
             (5) days' prior written notice to the Company in the event of (i)
             the material breach by the Company of any representation, covenant
             or agreement contained in this Agreement, (ii) a change in the
             Executive's title or a material reduction or alteration of the
             duties of the Executive, (iii) a requirement that the Executive
             relocate outside of Orange County, California, or (iv) a change in
             the reporting relationship of the Executive. In the event of such a
             termination by either the Company or the Executive under Section
             10(a), the Company shall pay to Executive termination pay equal to
             twelve months of then current salary.

         (b) If the employment of the Executive is terminated under the
             paragraph (a), all stock options then held by the Executive shall
             immediately vest by one (1) additional year. Executive acknowledges
             that this may produce a change in the tax status of such options,
             and that the Company assumes no liability or obligation in
             connection with any such change.

         (c) Termination of employment under this Section 10 shall not terminate
             the Executive's obligations under Sections 7 and 8.

         (d) Nothing contained in this Agreement shall be construed to abrogate
             the obligations of the Company to the Executive, or Executive's
             personal representative or heirs, as the case may be, to make

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                  payment or provide any other benefit that accrued prior to the
                  termination of Executive's employment.

         11. Disability of the Executive. In the event that the Executive,
             during the period which employed under this Agreement, shall at any
             time become unable, due to illness, accident, injury or otherwise,
             to carry out her duties under this Agreement for a period of at
             least three (3) consecutive months, the Company may terminate the
             employment of the Executive under this Agreement. In such event,
             the Company shall compensate the Executive in an amount equal to
             the difference between any disability insurance proceeds and
             Executive's then current monthly salary and other benefits for a
             period of one year. A termination of employment under this Section
             11 will not terminate the Executive's obligations under Sections 7
             and 8.

         12. Voluntary Termination. The Executive may terminate her employment
             under this Agreement at any time by giving the Company thirty (30)
             days' written notice. Termination of employment shall not terminate
             the Executive's obligations under Sections 7 and 8.

         13. Grant of Stock Options. As of the date hereof, the Company shall
             grant to the Executive options to purchase 150,000 shares of common
             stock of the Company with an exercise price equal to fair market
             value as of such date, with a ten-year term, and with vesting in
             four parts: 37,500 options to vest immediately, 37,500 options to
             vest after one year, 37,500 options to vest after two years, and
             the remaining 37,500 to vest after three years from the date
             hereof. Executive's stock option position will be reviewed by the
             Stock Option Committee of the Board of Directors from time to time,
             but in no event less than annually, and increases in such stock
             option position may be awarded dependent upon the performance of
             the Executive. To the maximum extent permissible, stock options
             granted to the Executive shall be "incentive stock options" as
             defined in Section 422 of the Internal Revenue Code. The general
             terms and conditions of stock options granted to the Executive
             shall be in accordance with the stockholder-approved plans
             established for the granting of options, as amended from time to
             time.

         14. Capacity. The Executive represents and warrants to the Company that
             she is not now under any obligation of a contractual nature or
             otherwise, to any perform, firm, corporation, association or other
             entity that is inconsistent or in conflict with this Agreement or
             which would prevent, limit or impair in any way the performance by
             Executive of her obligations hereunder.

         15. Participation in Competitive Business. While the Executive is
             employed under this Agreement, the Executive shall not directly or
             indirectly either as any employee, employer, consultant, agent,
             principal,

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             partner, stockholder, corporate consultant, officer, director or in
             any other individual or representative capacity, engage or
             participate in any business that is in competition in any manner
             whatsoever with the business of the Company without the prior
             written approval of the Company; provided however, that nothing
             herein shall preclude the Executive from owning less than one
             percent (1%) of the outstanding capital stock of any company whose
             shares are traded on the Yew York Stock Exchange, the American
             Stock Exchange, or Nasdaq.

         16. Waiver. No act, delay, omission or course of dealing on the part of
             any party hereto in exercising any right, power or remedy hereunder
             shall operate as, or be construed as, a waiver thereof or otherwise
             prejudice such party's rights, powers and remedies under this
             Agreement.

         17. Notice. Any and all notices referred to herein shall, if furnished
             in writing and delivered by hand or by registered or certified
             mail, return receipt requested, postage fully prepaid, to the
             respective parties at the following addressed or such other address
             as either party may from time to time designate in writing. Notices
             shall be effective when delivered.

                      To Executive:       Joann L. Data, M.D., Ph.D.
                                          15231 Barranca Parkway
                                          Irvine, California 92618

                      To Company:         Attn: Corporate Secretary
                                          Cortex Pharmaceuticals, Inc.
                                          15231 Barranca Parkway
                                          Irvine, California 92618

         18. Arbitration. All disputes arising under or in connection with this
             Agreement shall be submitted to arbitration in Orange County,
             California, under the rules of the American Arbitration
             Association, and the decision of the arbitrator shall be final and
             binding. Judgment upon the award rendered may be entered and
             enforced in any court having jurisdiction. In no case shall either
             party be liable for the other party's court costs, arbitration
             costs, or attorneys' fees.

         19. Assignability. The rights and obligations contained herein shall be
             binding on and inure to the benefit of the successors and assigns
             of the Company. The Executive may not assign her rights or
             obligations hereunder without the prior written consent of the
             Company.

         20. Construction. This Agreement shall be governed by and construed in
             accordance with the laws of the State of California.

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         21. Completeness. This Agreement sets forth all, and is intended by
             each party to be an integration of all of the promises, agreements
             and understandings between the parties hereto with respect to the
             subject matter hereof.

         22. Counterparts. This Agreement may be executed in multiple
             counterparts, each of which shall be deemed to be an original, and
             all of which together shall constitute one agreement binding on the
             parties hereto.

         23. Severability. Each provision of this Agreement shall be considered
             severable, and if for any reason any provision that is not
             essential to the effectuation of the basic purpose of the Agreement
             is determined to be invalid or contrary to any existing or future
             law, such invalidity shall not impair the operation of or affect
             those provisions of this Agreement that are valid.

         24. Headings. Headings contained in this Agreement are inserted for
             reference and convenience only and in no way define, limit, extend
             or describe the scope of this Agreement or the meaning or
             construction of any of the provisions hereof.

         25. Survival of Terms. If this Agreement is terminated for any reason,
             the provisions of Sections 7 and 8 shall survive and the Executive
             and the Company, as the case may be, shall continue to be bound by
             the terms thereof to the extent provided therein.


         IN WITNESS HEREOF, the parties hereto have executed this Agreement on
         the date and year first above written.

         CORTEX PHARMACEUTICALS, INC.

         By:      /s/ Vincent F. Simmon, Ph.D.
                  --------------------------------------------
                  Vincent F. Simmon, Ph.D.

         Its:     President and Chief Executive Officer
                  --------------------------------------------


         EXECUTIVE


         By:      /s/ Joann L. Data, M.D., Ph.D.
                  --------------------------------------------
                  Joann L. Data, M.D., Ph.D.

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