NOVEN PHARMACEUTICALS INC
EX-10.2
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<TYPE>EX-10.2
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<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.2
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<P align="left" style="margin-left:13%; font-size: 10pt; text-indent: 4%"><FONT style="font-size: 12pt">CONSULTING AGREEMENT&nbsp;(this &#147;<U>Agreement</U>&#148;) dated as of
August&nbsp;14, 2007, between JDS Pharmaceuticals, LLC, a Delaware limited
liability company&nbsp;(the &#147;<U>Company</U>&#148;), and Phillip Satow, an
individual (the &#147;<U>Consultant</U>&#148;).
</FONT>

<P align="center" style="font-size: 12pt">WITNESSETH



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS the Company is party to an Agreement and Plan of Merger among Noven Pharmaceuticals,
Inc., a Delaware corporation (&#147;<U>Parent</U>&#148;), Noven Acquisition, LLC, a Delaware limited
liability company and wholly-owned subsidiary of Parent, and the Company dated as of July&nbsp;9,
2007&nbsp;(the &#147;<U>Merger Agreement</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS the Company desires to retain the Consultant, and the Consultant desires, to provide
the Consulting Services (as defined below) upon the terms and subject to the conditions hereinafter
set forth;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the Company and the Consultant hereby agree, intending to be legally bound,
as follows:


<P align="center" style="font-size: 12pt">ARTICLE I



<P align="center" style="font-size: 12pt"><U>Consulting Arrangement</U>




<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 1.01. <U>Term.</U> The term of the Consultant&#146;s consultancy under
this Agreement&nbsp;(the &#147;<U>Consulting Term</U>&#148;) shall commence upon the Closing
Date&nbsp;(as defined in the Merger Agreement) and, unless sooner terminated pursuant
to this Agreement, shall expire 12&nbsp;months after the Closing Date&nbsp;(the
&#147;<U>Expiration Date</U>&#148;). The Consultant agrees and acknowledges that the
Company has no obligation to extend the Consulting Term or to continue the
consulting relationship with the Company after the Expiration Date and expressly
acknowledges that no promises or understandings to the contrary have been made or
reached.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 1.02. <U>Consulting Services.</U> As of the commencement of the
Consulting Term, the Company hereby retains the Consultant, and the Consultant
hereby agrees to serve as a consultant to the Company, on the terms and subject
to the conditions of this Agreement. During the Consulting Term, the Consultant
shall provide consulting services with respect to the Company&#146;s business as
reasonably requested by the President, Chairman and CEO of the Parent (the
&#147;<U>CEO</U>&#148;), the Vice President, Marketing and Sales of the Parent and such
other executive of the Parent (not less senior than vice president) as may be
designated in writing by the CEO and agreed to in writing by the Consultant (such
agreement not to be unreasonably withheld) (the &#147;<U>Consulting Services</U>&#148;).



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 1.03. <U>Location.</U> The duties to be performed by the
Consultant in connection with the Consulting Services shall be performed in the
New York City metropolitan area, subject to such reasonable travel requirements
as the parties hereto may agree in good faith are necessary to fully perform such
duties. Expenses related to such travel shall be reimbursed in accordance with
Section&nbsp;2.02.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 1.04. <U>Time and Effort.</U> Unless otherwise agreed by the
parties hereto, the Consultant shall make himself available (by telephone or
otherwise) on such business days as are requested by the Company, with reasonable
advance notice, and shall, in the performance of the Consulting Services, spend
(a)&nbsp;no more than 20 hours per week during the first three months of the
Consulting Term, (b)&nbsp;no more than 15 hours per week during the second three
months of the Consulting Term and (c)&nbsp;no more than 10 hours per week during the
final six months of the Consulting Term, in each case not including any travel
time. During the Consulting Term, the Consultant shall serve the Company
faithfully, loyally, honestly and to the best of his ability.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 1.05. <U>Acknowledgment.</U> The Consultant and the Company each
acknowledge that the Consultant may serve as a member of the board of directors
of Parent (such service, the &#147;<U>Director Services</U>&#148;) and that the
Consultant shall be compensated for any such Director Services by Parent in
accordance with the policies and programs applicable to other non-employee
members of the board of directors of Parent.


<P align="center" style="font-size: 12pt">ARTICLE II



<P align="center" style="font-size: 12pt"><U>Compensation</U>




<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 2.01. <U>Service Fee.</U> (a)&nbsp;During the Consulting Term, the
Company shall pay the Consultant a service fee of $250.00 per hour of Consulting
Services provided (the &#147;<U>Service Fee</U>&#148;). At the end of each month during
the Consulting Term (such month the &#147;<U>Specified Month</U>&#148;), the Consultant
shall furnish the Company with an invoice for the Service Fee for such Specified
Month, together with records substantiating the hours worked during such
Specified Month as requested by the Company. Within 15&nbsp;days following receipt of
an acceptable invoice and accompanying records, the Company shall pay the
Consultant the Service Fee for such Specified Month covered by such invoice,
provided that if the Consultant has not spent the Minimum Number of Hours (as
defined below) performing the Consulting Services during any week during the
Consulting Period because the Company failed to request sufficient Consulting
Services to fill such minimum, the payment with respect to such week shall be no
less than $250 multiplied by the applicable Minimum Number of Hours. The term
&#147;Minimum Number of Hours&#148; shall mean (i)&nbsp;10, for each week during the first three
months of the Consulting Term, (ii)&nbsp;7.5, for each week during the next three
months of the Consulting Term, and (iii)&nbsp;5, for each week during the final six
months of the Consulting Term.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 2.02. <U>Expense Reimbursement.</U> The Company shall reimburse
the Consultant for all necessary and reasonable &#147;out-of-pocket&#148; business expenses
(including business class travel) incurred on behalf of the Company in the
performance of the Consulting Services, subject to the travel and expense policy
established by the Company from time to time, provided that the Consultant
furnishes to the Company adequate records and other documentary evidence required
to substantiate such expenditures.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 2.03. <U>Secretarial Support</U>. For the first six months of the
Consulting Term and in connection with the Consulting Services, the Company shall
use its commercially reasonable efforts to cause April Thoren to be exclusively
engaged as the Consultant&#146;s full-time secretary and shall use its commercially
reasonable efforts to cause Ms.&nbsp;Thoren to provide the Consultant with
substantially the same level and type of secretarial support provided by the
Company immediately prior to the consummation of the Merger; <U>provided</U>
that if Ms.&nbsp;Thoren terminates her employment with the Company or Ms.&nbsp;Thoren&#146;s
employment is terminated at the Consultant&#146;s request, in each case, prior to the
end of the Consulting Term, the Company shall provide a replacement secretary
consistent with the terms described in this Section&nbsp;2.03 and shall not be in
breach of this Section&nbsp;2.03 for providing such a replacement secretary. For the
remainder of the Consulting Term and in connection with the Consulting Services,
the Company shall provide the Consultant with appropriate secretarial support, as
agreed upon in good faith by the Consultant and the Company.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 2.04. <U>Termination of Services.</U> This Agreement and the
Consulting Term shall terminate on the Expiration Date or, if earlier, upon the
death or disability of the Consultant. In the event of any such termination, the
Consultant shall be entitled to receive (i)&nbsp;any accrued but unpaid Service Fee
and (ii)&nbsp;reimbursement for any unreimbursed business expenses properly incurred
by the Consultant prior to the date of termination to the extent such expenses
are reimbursable under Section&nbsp;2.02.


<P align="center" style="font-size: 12pt">ARTICLE III



<P align="center" style="font-size: 12pt"><U>Independent Contractor Status</U>




<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 3.01. <U>Status.</U> (a)&nbsp;It is understood by the parties hereto
that the Consultant shall at all times during the Consulting Term be an
independent contractor of the Company and there shall not be implied any
relationship of employer-employee, partnership, joint venture, principal and
agent or the like by the agreements contained herein with respect to any
Consulting Services contemplated by this Agreement. The Consultant shall not be
entitled to participate in any employee benefit plans or other benefits or
conditions of employment available to the employees of the Company and its
affiliates by reason of providing the Consulting Services contemplated by this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;From the commencement of the Consulting Term, the Consultant shall not have any authority
to act as an agent of the Company and its affiliates by reason of providing the Consulting Services
contemplated by this Agreement, and the Consultant shall not represent to the contrary to any
person. Under no circumstances shall the Consultant have or claim to have any power of decision
hereunder in any activity on behalf of the Company, nor shall the Consultant have the power or
authority hereunder to obligate, bind or commit the Company in any respect, in either case by
reason of providing the Consulting Services contemplated by this Agreement. With respect to the
provision of the Consulting Services, the Consultant shall not (i)&nbsp;direct the work of any employee
of the Company, (ii)&nbsp;make any management decisions on behalf of the Company or (iii)&nbsp;undertake to
commit the Company to any course of action in relation to third persons. Although the Company may
specify the results to be achieved by the Consultant and may control and direct him in that regard,
the Company shall not exercise or have the power to exercise such level of control over the
Consultant as would indicate or establish that a relationship of employer and employee exists
between the Company and the Consultant by reason of providing the Consulting Services contemplated
by this Agreement. Subject to the terms of this Agreement, the Consultant shall have full and
complete control over the manner and method of rendering the Consulting Services hereunder.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 3.02. <U>Taxes.</U> To the extent consistent with applicable law,
the Company shall not withhold or deduct from any amounts payable under this
Agreement any amount or amounts in respect of income taxes or other employment
taxes of any other nature on behalf of the Consultant. The Consultant shall be
solely responsible for the payment of any Federal, state, local or other income
and/or self-employment taxes in respect of the amounts payable to the Consultant
under this Agreement and shall hold the Company and its affiliates and their
officers, directors and employees harmless from any liability arising from the
Consultant&#146;s failure to comply with the foregoing provisions of this sentence.


<P align="center" style="font-size: 12pt">ARTICLE IV



<P align="center" style="font-size: 12pt"><U>Confidential Information; Developments</U>




<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.01. <U>Recognition of the Company&#146;s Rights; Nondisclosure</U>.
The Consultant understands that during the term of this Agreement, he may have,
or he may have had, access to the Company&#146;s Proprietary Information (as defined
below) and that such access is, or has been, given in trust and confidence. As
such, the Consultant agrees not to disclose, directly or indirectly, to any
unauthorized person or entity, and agrees not to make use of, without the prior
written permission of the Company at any time during or after the term of this
Agreement, any such Proprietary Information, except for and on behalf of the
Company and solely within the course and scope of his duties under this
Agreement.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.02. <U>Proprietary Information</U>. The term &#147;<U>Proprietary
Information</U>&#148; shall mean any and all confidential and/or proprietary
knowledge, data or information (whether or not reduced to writing or other
medium) concerning the organization, business or finances of the Company and its
affiliates. By way of illustration, but not limitation, the term &#147;Proprietary
Information&#148; includes: trade secrets, inventions, mask works, ideas, processes,
products, designs, methods, show-how, Know-How (defined below), or any other
information related to the acquisition, development formulation, manufacture,
testing, marketing, distribution or consumption of the pharmaceutical or
biotechnology products of the Company and its affiliates and which is not
generally known to the public or within the pharmaceutical or biotechnology
industries. For purposes of the preceding definition, the term
&#147;<U>Know-How</U>&#148; shall mean all (i)&nbsp;methods, processes, techniques,
compositions, technology, information, data, results of tests, studies,
statistical and other analyses and expertise, whether patented or unpatented,
related to all pharmaceutical and biotechnology products of the Company and its
affiliates, including pharmacology, toxicology, drug stability, clinical and
non-clinical safety and efficacy studies, marketing studies and absorption,
excretion, metabolism studies, quality control and quality assurance; (ii)
information regarding plans for budgets, customer and supplier lists and
accounts, pricing and costing methods, projects, business plans, product
acquisition candidates, proposals, licenses, prices, costs and nonpublic
financial information; and (iii)&nbsp;information regarding the skills and
compensation of other service providers and employees of the Company and its
affiliates. The Consultant also agrees to safeguard all such Proprietary
Information by all reasonable steps and to abide by all Company policies and
procedures regarding storage, copying and handling of Proprietary Information.
The Consultant acknowledges and agrees that the above obligation also applies to
all confidential and proprietary information of third parties entrusted to the
Company and its affiliates. This obligation shall be in force unless and until
such confidential information becomes generally available to the public by
publication or other legal means (but not as a result of the unlawful use or
publication). Notwithstanding the foregoing, it is understood that, at all such
times, the Consultant is free to use information which is generally known in the
trade or industry, which is not gained as a result of a breach of this Agreement,
and his own skill, knowledge, know-how and experience to whatever extent and in
whichever way he wishes.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.03. <U>No Improper Use of Information Prior Employers or
Others.</U> During the course of the Consultant&#146;s duties under this Agreement,
the Consultant shall not improperly use or disclose any confidential or
proprietary information or trade secrets, if any, of any former employer or other
person to whom he has an obligation of confidentiality.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.04. <U>Company Property</U>. The Consultant agrees that during
the term of this Agreement he shall not make, use or permit to be used any
Company Property (defined below) otherwise than for the benefit of the Company.
The term &#147;Company Property&#148; shall include all intellectual property, notes,
notebooks, memoranda, reports, lists, records, data, graphics, computers, test
equipment, models, tools, cellular telephones, pagers credit and/or calling
cards, keys, access cards, documentation or other materials of any nature and in
any form, whether written, printed, electronic or in digital format or otherwise,
relating to any matter within the scope of the business of the Company or its
affiliates or concerning any of their respective dealings or affairs and any
other property of the Company or its affiliates in his possession, custody or
control (whether prepared by him or others). The Consultant further agrees that
he shall not, after the termination of the Consulting Term, use any such Company
Property and shall use his reasonable best efforts to prevent others from using
the same. The Consultant acknowledges and agrees that all Company Property shall
be and remain the sole and exclusive property of the Company or its affiliates,
as applicable.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.05. <U>Return of Company Materials</U>. At the termination of
the Consulting Term, the Consultant will deliver to the Company any and all
Company Property, together with all copies thereof, and any other material
containing third party confidential or proprietary information, or Proprietary
Information of the Company.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 4.06. <U>Works for Hire.</U> Without limiting any of the foregoing
provisions of Article&nbsp;IV, the Consultant acknowledges and agrees that all works
produced by or through the Consultant for the Company in connection with this
Agreement shall be works made-for-hire within the meaning of the Copyright Act,
Title 17 of the United States Code, and the sole property of the Company. The
Company shall own the exclusive rights to such works excepting any skills or
intellectual knowledge pre-existing or gained in so producing; provided, however,
that if a work does not qualify as a statutory work made-for-hire, then the
Consultant agrees to assign, and hereby assigns, all rights and copyright rights
in such works to the Company.<U> </U>


<P align="center" style="font-size: 12pt">ARTICLE V



<P align="center" style="font-size: 12pt"><U>Miscellaneous</U>




<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.01. <U>Effectiveness.</U> This Agreement shall be null and void
<U>ab</U> <U>initio</U> and of no further force and effect if the Merger
Agreement is terminated in accordance with its terms prior to the consummation of
the Merger (as defined in the Merger Agreement).



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.02. <U>Termination of Employment Agreement.</U> Each of the
Company and the Consultant acknowledge and agree that, effective as of the
Closing, the Consultant&#146;s service with the Company as an employee of the Company
and the Employment Agreement between the Seller Affiliate and the Company dated
August&nbsp;25, 2004 (the &#147;Employment Agreement&#148;), shall terminate and no payments
shall be made under the Employment Agreement, including under Section&nbsp;3 thereof.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.03. <U>Governing Law; Waiver of Jury Trial.</U> This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of New York applicable to agreements made and to be performed entirely
in New York. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF OR ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH,
TERMINATION OR VALIDITY OF THIS AGREEMENT. Each party certifies and acknowledges
that (i)&nbsp;no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver, (ii)&nbsp;each such party
understands and has considered the implications of this waiver, (iii)&nbsp;each such
party makes this waiver voluntarily and (iv)&nbsp;each such party has been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section&nbsp;5.03. With respect to any such litigation, the
out-of-pocket fees and expenses (including reasonable attorneys&#146; fees) of the
prevailing party shall be borne by the nonprevailing party upon final resolution
of all claims related to such litigation by a court of competent jurisdiction.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.04. <U>Section&nbsp;Headings.</U> The section headings contained
herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.05. <U>Assignability.</U> This Agreement, and the Consultant&#146;s
rights and obligations hereunder, may not be assigned by the Consultant.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.06. <U>Amendments.</U> This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof may
be waived, only by a written instrument executed by each of the parties hereto,
or in the case of a waiver, by the party waiving compliance. The failure of the
Company at any time or times to require performance of any provision hereof shall
in no manner affect the right at a later time to enforce the same. No waiver by
the Company of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.07. <U>Successors.</U> This Agreement shall be binding upon and
shall inure to the benefit of the successors and permitted assigns of the Company
and the personal or legal representatives, executors, administrators, heirs,
successors, distributees, devisees and legatees of the Consultant. The
Consultant acknowledges and agrees that all his covenants and obligations to the
Company, as well as the rights of the Company under this Agreement, shall run in
favor of and will be enforceable by the Company and its affiliates and their
respective successors and permitted assigns.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.08. <U>Entire Agreement.</U> This Agreement contains the entire
understanding of the parties with respect to the subject hereof, and all oral or
written agreements or representations, express or implied, (including, effective
as of the Closing, the Employment Agreement) with respect to the subject matter
hereof are set forth in this Agreement.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.09. <U>Notice.</U> All notices, requests, demands and other
communications required or permitted to be delivered or given under this
Agreement shall be in writing and shall be deemed to have been duly delivered or
given when received.



<P align="left" style="margin-left:8%; font-size: 12pt">If to the Company:



<P align="left" style="margin-left:8%; font-size: 12pt">JDS Pharmaceuticals, LLC



<P align="left" style="margin-left:8%; font-size: 12pt">158 Mercer Street



<P align="left" style="margin-left:8%; font-size: 12pt">New York, NY 10012



<P align="left" style="margin-left:8%; font-size: 12pt">with copies to:



<P align="left" style="margin-left:8%; font-size: 12pt">Noven Pharmaceuticals, Inc.



<P align="left" style="margin-left:8%; font-size: 12pt">11960 SW 114th Street



<P align="left" style="margin-left:8%; font-size: 12pt">Miami, Florida 33186



<P align="left" style="margin-left:8%; font-size: 12pt">Attention: General Counsel



<P align="left" style="margin-left:8%; font-size: 12pt">Facsimile: (305)&nbsp;232-1836



<P align="left" style="margin-left:8%; font-size: 12pt">and

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Cravath, Swaine &#038; Moore LLP<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">825 Eighth Avenue<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">New York, NY 10019<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attention:<BR>
Telephone:<BR>
Facsimile:<BR>
E-mail:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Richard Hall, Esq.<BR>
(212)&nbsp;474-1293<BR>
(212)&nbsp;474-3700<BR>
rhall@cravath.com</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:8%; font-size: 12pt">And if to the Consultant:



<P align="left" style="margin-left:8%; font-size: 12pt">Phillip Satow



<P align="left" style="margin-left:8%; font-size: 12pt">158 Mercer Street



<P align="left" style="margin-left:8%; font-size: 12pt">New York, NY 10012



<P align="left" style="margin-left:8%; font-size: 12pt">with a copy to:



<P align="left" style="margin-left:8%; font-size: 12pt">Latham &#038; Watkins LLP



<P align="left" style="margin-left:8%; font-size: 12pt">885 Third Avenue



<P align="left" style="margin-left:8%; font-size: 12pt">New York, NY 10022



<P align="left" style="margin-left:8%; font-size: 12pt">Attention: Bradd Williamson



<P align="left" style="margin-left:8%; font-size: 12pt">Facsimile: (212)&nbsp;751-4864



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.10. <U>Severability.</U> If any term, provision, covenant or
condition of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable in any jurisdiction, then such provision,
covenant or condition shall, as to such jurisdiction, be modified or restricted
to the extent necessary to make such provision valid, binding and enforceable,
or, if such provision cannot be modified or restricted, then such provision
shall, as to such jurisdiction, be deemed to be excised from this Agreement and
any such invalidity, illegality or unenforceability with respect to such
provision shall not invalidate or render unenforceable such provision in any
other jurisdiction, and the remainder of the provisions hereof shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.11. <U>Survival.</U> The rights and obligations of the Company
and the Consultant under the provisions of this Agreement, shall survive and
remain binding and enforceable, notwithstanding the termination of the Consulting
Term, to the extent necessary to preserve the intended benefits of such
provisions.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.12. <U>Cooperation.</U> The Consultant shall provide his
reasonable cooperation to the Company in connection with any suit, action or
proceeding&nbsp;(or any appeal therefrom) that relates to events occurring during his
performance of services hereunder other than a suit between the Consultant, on
the one hand, and the Company, on the other hand, provided that the Company shall
reimburse the Consultant for expenses reasonably incurred in connection with such
cooperation.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.13. <U>Consultant Representation.</U> The Consultant hereby
represents to the Company that the execution and delivery of this Agreement by
the Consultant and the Company and the performance by the Consultant of his
duties hereunder shall not constitute a breach of, or otherwise contravene, or be
prevented, interfered with or hindered by, the terms of any employment agreement
or other agreement or policy to which the Consultant is a party or otherwise
bound.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.14. <U>Determinations.</U> Unless otherwise expressly provided
in this Agreement, all determinations of the Company shall be in the sole
discretion of the Company.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.15. <U>Counterparts.</U> This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and enforceable
against the parties actually executing such counterpart, and all of which
together shall constitute one and the same instrument.



<P align="left" style="margin-left:9%; font-size: 12pt; text-indent: 8%">SECTION 5.16. <U>Construction.</U> (a)&nbsp;The headings in this Agreement are
for convenience only, are not a part of this Agreement and shall not affect the
construction of the provisions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;As used in this Agreement, the words &#147;include&#148; and &#147;including&#148;, and variations thereof,
shall not be deemed to be terms of limitation but rather will be deemed to be followed by the words
&#147;without limitation&#148;.


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<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
written above.


<P align="left" style="font-size: 12pt">JDS PHARMACEUTICALS, LLC,
<BR>
by


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>/s/ Whitney Stearns</U><BR>
Name: Whitney Stearns<BR>
Title: Chief Financial Officer<BR>


<P align="left" style="font-size: 12pt">PHILLIP SATOW,


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>/s/ Phillip Satow</U>



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