AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, originally effective as of December
1, 1997 (the “Commencement Date”) and amended and restated as of May 8, 2007, is
made by and between Neurogen Corporation, a Delaware corporation (the “Company”)
with offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000,
and
Xxxxxxx X. Xxxxx, who currently resides at 00 Xxxxx Xxxx Xxxx, Xxxxxxx, XX
00000
(the “Employee”).
WHEREAS,
the Company and the Employee desire to maintain an employment relationship;
and
WHEREAS,
the Company and the Employee desire to enter into this Agreement to address,
on
the terms and conditions hereinafter set forth, certain matters relating to
such
employment.
NOW,
THEREFORE, the Company and the Employee agree as follows:
1. DEFINITIONS
(a)
Cause
For
purposes of this Agreement "cause" means:
(i)
the
Employee is convicted of a felony or entry of a plea of nolo contendere (or
similar plea) in a criminal proceeding for commission of a felony or serious
misdemeanor;
(ii)
any willful
act or omission by the Employee which constitutes gross misconduct or gross
negligence and which results in demonstrable material harm to the
Company;
(iii)
the
Employee’s habitual drug or alcohol abuse;
(iv)
the
Employee’s willful and continuous failure to perform his duties with the Company
after reasonable notice of such failure;
(v)
the
Employee’s participation in any act of dishonesty intended to result in his
material personal enrichment at the expense of the Company; or
(vi)
the
Employee’s failure to substantially comply with the terms set forth in the
Proprietary Information and Inventions Agreement between the Employee and
the
Company.
No
act, or failure to
act, by the Employee shall be considered “willful” unless committed in bad faith
and without a reasonable belief that the act or omission was in the Company’s
best interest.
| (b) |
Good
Reason
|
For
purposes
of this Agreement “good reason” means and shall be deemed to exist if, without
the prior written consent of the Employee,
(i)
the
Company relocates the primary place of performance of the duties specified
in
Section 3 of this Agreement to a location more than fifty (50) miles from
its
current offices located in Branford, Connecticut;
(ii) as
a
result of any action or inaction on the part of the Company the Employee suffers
a material reduction in Employee’s duties, responsibilities or effective
authority typically associated with his title and position as set forth and
described in Section 3 of this Agreement;
(iii) the
Employee’s rate of Base Salary (as hereinafter defined) is decreased by the
Company (other than in connection with an across the board salary reduction
agreed to by the Employee);
(iv) the
Company fails to obtain the full assumption of this Agreement by a successor
entity in accordance with Section 12(b) of this Agreement; or
(v) the
Board
of Directors of the Company (the “Board”) or the Company’s stockholders, either
or both, as may be required to authorize the same, shall approve any liquidation
or dissolution of the Company, or the sale of all or substantially all of the
assets of the Company.
2. TERM
The
term of
Employee’s employment under this Agreement shall, unless earlier terminated
under Section 7 herein or extended as hereinafter provided, be for a period
commencing as of (the “Commencement Date”) and terminating on November 30, 1999,
subject to the terms and conditions contained in this Agreement (the “Employment
Period”). The Employment Period shall automatically be extended commencing on
December 1, 1999 and thereafter on the relevant alternate anniversary of the
Commencement Date, for successive two (2) year periods unless, not later than
three (3) months prior to December 1, 1999 or any such anniversary, either
party
to this Agreement shall give written notice to the other that such party does
not wish to extend or further extend the Employment Period beyond its then
already automatically extended term, if any.
3. DUTIES
AND SERVICES
During
the
Employment Period, the Employee shall be employed as Executive Vice President,
Chief Operating Officer of the Company and shall serve on the Company’s Board of
Directors. In such position, the Employee shall have the duties,
responsibilities and authority normally associated with, or otherwise
appropriate to, the offices and positions of an Executive Vice President, Chief
Operating Officer of a corporation. In the performance of his duties and
responsibilities as Executive Vice President, Chief Operating Officer, the
Employee shall report only to the President and Chief Executive Officer of
the
Company. During the Employment Period, the Employee shall devote substantially
all of his business time, during normal business hours, to the business and
affairs of the Company and the Employee shall use his best efforts to perform
faithfully and efficiently the duties and responsibilities contemplated by
this
Agreement; provided, however, the Employee may manage his personal, financial
and legal affairs and engage in any activities of a volunteer, civic or business
nature, as long as such activities do not materially
interfere with Employee’s responsibilities as Executive Vice President, Chief
Operating Officer.
4. COMPENSATION
AND OTHER BENEFITS
| (a) |
Salary
|
As
compensation for the Employee’s services under this Agreement, beginning on the
Commencement Date and until the termination of the Employment Period, the
Employee shall be paid by the Company a base salary of $180,000 per annum,
payable in equal semi-monthly installments in accordance with the Company’s
normal payroll practices, which base salary may be increased but not decreased
(other than in connection with an across the board salary reduction agreed
to by
the Employee) during the Employment Period at the sole discretion of the Board
or the Board’s designee (the “Base Salary”). Such increased (or decreased) Base
Salary shall then constitute the “Base Salary’ for purposes of this Agreement.
| (b) |
Annual
Bonus
|
In
addition
to the Base Salary, at the sole discretion of the Board of Directors or its
designee, the Employee is eligible to receive such annual bonuses during the
Employment Period as the Board or its designee, in its sole discretion, may
approve. It is anticipated that annual bonus awards, if any, will be calculated
on the basis of both Company and individual performance and that Employee’s
annual target bonus for complete achievement of all Company and individual
objectives will be targeted at a level equal to thirty-five percent (35%) of
Base Salary. Notwithstanding anything in this agreement to the contrary, the
Company reserves the right at the sole discretion of the Board or its designee
at any time and without notice to change or abandon altogether any or all of
it’s incentive compensation policies and practices, including the award of any
annual bonuses or the determination not to make any such awards in any
year.
| (c) |
Benefits
|
During
the
Employment Period, the Employee shall be eligible to participate in all employee
and incentive benefit plans and programs maintained from time to time by the
Company for the benefit of senior executives. During the Employment Period,
the
Employee, Employee’s spouse, if any, and their eligible dependents, if any,
shall be eligible to participate in and be covered under all the employee and
dependent health and welfare benefit plans or programs maintained from time
to
time by the Company. However, the Company shall have no obligations under this
Section 4(c) unless and until the Employee has met any generally applicable
eligibility requirements for participation in such plans and
programs.
| (d) |
Equity
|
At
the sole
discretion of the Board of Directors or its designee, the Employee is eligible
to receive such stock option grants during the Employment Period as the Board
or
its designee, in its sole discretion, may approve. It is anticipated that stock
option awards, if any, will be calculated on the basis of both Company and
individual performance. Notwithstanding anything in this agreement to the
contrary, the Company reserves the right at the sole discretion of the Board
or
its designee at any time and without notice to change or abandon altogether
any
or all of
it’s
incentive compensation policies and practices, including the award of any stock
options or the determination not to make any such awards in any year.
Notwithstanding any other provision of this Agreement, in the event of a Change
in Control of the Company (as defined below), on the first annual anniversary
of
the effective date of such Change in Control, all stock options granted to
the
Employee prior to the effective date of the Change in Control that have not
otherwise vested or expired shall automatically vest and be exercisable by
the
Employee. For purposes of this Agreement, the term “Change in Control” shall
have the same meaning given to that term in Section 2.4 of the Amended and
Restated Neurogen Corporation 2001 Stock Option Plan.
5. NON-COMPETITION
(a) During
the Employment Period and for one year after the date of any such termination
of
employment, the Employee agrees that, without the prior express written consent
of the Company, he shall not, directly or indirectly, for his own benefit
or as
an employee, owner, shareholder, partner, consultant, (or in any other
representative capacity) for any other person, firm, partnership, corporation
or
other entity (other than the Company), (i) engage in the discovery, research
and/or development of therapeutic, diagnostic or prophylactic products which
work through the same biological mechanisms as products which at the time
of
such termination are under active clinical or pre-clinical development or
have
been pre-clinically or clinically developed by the Company and which the
Company
has not abandoned (“Related Programs”) or (ii) solicit or hire (or direct
another to solicit or hire) the services of any employee of the Company or
attempt to induce any such employee or any consultant to the Company to leave
the employ of the Company (except when such acts are performed in good faith
by
the Employee on behalf of the Company). Notwithstanding the above, this
provision shall not be deemed to prevent or prohibit Employee from being
employed during such one year period by another entity in a managerial role
where Employee has overall responsibility for managing (or assisting in the
management of) a research and development portfolio which includes one or
more
Related Programs, provided that Employee does not violate the terms of Section
6
hereof and does not during such one year term actively advise or direct the
discovery, research or development efforts of such other entity in the Related
Program(s). During the Employment Period, the Employee shall not own more
than
2% of the outstanding common stock of any corporation. The provisions of
this
Section 5 shall not be deemed to reduce in any way any other fiduciary,
contractual or other legal obligation the Employee may have to the Company,
including without limitation any obligation which may arise by virtue of
any
corporation law, securities law, patent or intellectual property law or right,
the common law, other agreements with the Company or
otherwise.
For
purposes of Section 5 of this Agreement, the term “solicit” shall mean any
communication of any kind whatsoever, regardless of by whom initiated, inviting,
encouraging, or requesting any person or entity to take or refrain from taking
any action.
(b) The
Employee agrees to comply with the terms set forth in the Proprietary
Information and Inventions Agreement previously entered into by the Company
and
Employee.
(c) If
at any
time within twelve (12) months after the date on which the Employee exercises
a
Company stock option or stock appreciation right, or on which Company
restricted stock
vests, or on which income is realized by the Employee in connection with any
other Company equity-based award (each of which events is a “Realization
Event”), the Employee breaches any provision of Section 5(a) or 5(b) of the
Agreement in more than a minor, deminimus or trivial manner that causes or
is
likely it cause, more than deminimus financial or reputational harm to the
Company (and, if such breach is susceptible to cure, the Employee does not
cure
such breach and harm within ten (10) days after the Employee’s receipt of
written notice of such breach of the Company which specifies in reasonable
detail the facts and circumstances claimed to be the basis for such breach),
then (i) the Employee shall forfeit all of Employee’s unexercised (including
unvested) Neurogen Corporation stock options and restricted stock and (ii)
any
gain realized within the twelve (12) months prior to such breach from the
exercise of any Company stock options or the vesting of any Company restricted
stock or other equity-based awards by the Employee from the Realization Event
shall be paid by the Employee to the Company upon written notice from the
Company within ninety (90) days of such notice (such payments may be made in
increments over such period). Such gain shall be determined after reduction
for
any taxes paid (or, if such gain is determined before such taxes are paid,
owing, provided that such taxes are actually paid in a timely manner) by the
Employee which are attributable to such gain as of the date of the Realization
Event, and without regard to any subsequent change in the Fair Market Value
(as
defined below) of a share of Company common stock; provided that any federal
or
state income tax benefit actually realized by the Employee as a result of making
payments to the Company under this Section 5(c) (relating to any of the next
ten
(10) tax year periods) shall also be paid to the Company within fifteen (15)
days of such realization. Such gain shall be paid by the Employee delivering
to
the Company shares of Company Common Stock with a Fair Market Value on the
date
of delivery equal to the amount of such gain. To the extent permitted by
applicable law, the Company shall have the right to offset such gain against
any
amounts otherwise owed to the Employee by the Company (whether as wages,
vacation pay, or pursuant to any benefit plan or other compensatory
arrangement). For purposes of this Section 5(c), the “Fair Market Value” of a
share of Company Common Stock on any date shall be (i) the closing sale price
per share of Company Common Stock during normal trading hours on the national
securities exchange on which the Company Common Stock is principally traded
for
such date or the last preceding date on which there was a sale of such Company
Common Stock on such exchange or (ii) if the shares of Company Common Stock
are
then traded on the NASDAQ Stock Market or any other over-the-counter market,
the
average of the closing bid and asked prices for the shares of Company Common
Stock during normal trading hours in such over-the-counter market for such
date
or the last preceding date on which there was a sale of such Company Common
Stock in such market, or (iii) if the shares of Company Common Stock are not
then listed on a national securities exchange or traded in an over-the-counter
market, such value as the Compensation Committee, in its sole discretion, shall
reasonably determine. In the event that the Company seeks to enforce the
provisions of this Section 5(c), and such enforcement is contested by the
Employee, and it is finally determined that the Employee is not subject to
the
provisions of this Section 5(c), then the Company shall (i) reimburse the
Employee for reasonable attorneys’ fees incurred by the Employee in connection
with such contest; and (ii) pay to the Employee an additional amount equal
to
one (1) times the amount in clause (i); provided
that
such payment under this clause (ii) shall not exceed $250,000.
(d) Any
termination of the Employee’s employment or of this Agreement shall have no
effect on the continuing operation of this Section 5.
(e) The
Employee acknowledges and agrees that the Company will have no adequate remedy
at law, and could be irreparably harmed, if the Employee breaches or threatens
to breach any of the provisions of this Section 5. The Employee agrees that
the
Company shall be entitled to equitable and/or injunctive relief to prevent
any
breach or threatened breach of this Section 5, and to specific performance
of
each of the terms hereof in addition to any other legal or equitable remedies
that the Company may have. The Employee further agrees that Employee shall
not,
in any equity proceeding relating to the enforcement of the terms of this
Section 5, raise the defense that the Company has an adequate remedy at
law.
(f) The
terms
and provisions of this Section 5 are intended to be separate and divisible
provisions and if, for any reason, any one or more of them is held to be invalid
or unenforceable, neither the validity nor the enforceability of any other
provision of this Agreement shall thereby be affected. The parties hereto
acknowledge that the potential restrictions on the Employee’s future employment
imposed by this Section 5 are reasonable in both duration and geographic scope
and in all other respects. If for any reason any court of competent jurisdiction
shall find any provisions of this Section 5 unreasonable in duration or
geographic scope or otherwise, the Employee and the Company agree that the
restrictions and prohibitions contained herein shall be effective to the fullest
extent allowed under applicable law in such jurisdiction.
(g) The
parties acknowledge that this Agreement would not have been entered into and
the
benefits described in Section 4 of this Agreement would not have been promised
in the absence of the Employee’s promises under this Section 5.
6. CONFIDENTIAL
INFORMATION
The
Employee agrees to
substantially comply with the terms set forth in the Proprietary Information
and
Inventions Agreement between the Employee and the Company, a copy of which
is
attached hereto as Exhibit A and incorporated by reference herein.
7. TERMINATION
(a) Termination
by the Company for Cause
The
Company
may terminate the Employee’s employment hereunder for cause. If the Company
terminates the Employee’s employment hereunder for cause, the Employment Period
shall end and the Employee shall only be entitled to any Base Salary accrued
or
annual bonus awarded and earned but not yet paid as of the date of termination
of the Employee’s employment with the Company.
If
the
Employee’s employment is to be terminated for cause, the Company shall give
written notice of such termination to the Employee. Such notice shall specify
the particular act or acts, or failure to act, which is or are the basis for
the
decision to so terminate the Employee’s employment for cause.
(b) Termination
Without Cause or Termination For Good Reason
The
Company
may terminate the Employee’s employment hereunder without cause and the Employee
may terminate Employee’s employment hereunder for good reason. If the Company
terminates the Employee’s employment hereunder without cause, or if the Employee
terminates Employee’s employment hereunder for good reason, the Employment
Period shall end and the Employee shall only be entitled to (i) any Base Salary
accrued or annual bonus awarded and earned but not yet paid as of the actual
date of termination of the Employee’s employment with the Company; (ii) a lump
sum payment in an amount equal to the Employee’s annual Base Salary as provided
in Section 4 (a) above; (iii) continuation of the health and welfare benefits
of
the Employee, Employee’s spouse and their eligible dependents, if any, as set
forth in Section 4(c) above (except for Disability Insurance), or the economic
equivalent thereof, at the same cost and level in effect on the date of
termination of the Employee’s employment with the Company for one (1) year after
such date of termination; and (iv) the right to exercise immediately any stock
options and to freely trade any restricted stock granted to the Employee which,
but for such termination, would have become exercisable or tradable, as the
case
may be, within one year of the date of such termination without cause or for
good reason. Notwithstanding any other provision of this Agreement, in addition
to the benefits described above, if Employee is terminated without cause or
terminates his employment for good reason as a result of a Change in Control
of
the Company (including without limitation any termination within two (2) years
of a Change in Control which shall be deemed to be as a result of a Change
in
Control) then Employee shall also be entitled to a lump sum payment in an amount
equal to the greater of (i) the Employee’s then targeted annual bonus or (ii)
the Employee’s targeted annual bonus immediately prior to the Change in
Control.
If
the
Employee’s employment is to be terminated without cause, the Company shall give
the Employee thirty (30) days prior written notice of its intent to so terminate
the Employee’s employment. If the Employee intends to terminate Employee’s
employment for good reason, the Employee agrees to give the Company at least
thirty (30) days prior written notice.
(c) Termination
Due to Death or Disability
The
Company
may terminate the Employee’s employment hereunder due to the Employee’s
inability to render, for a period of three consecutive months or an aggregate
of
any on hundred twenty (120) days within any six (6) month period, services
hereunder by reason of permanent disability, as determined by the written
medical opinion of an independent medical physician selected in good faith
by
the Company (“Disability”). In the event of the Employee’s death or a
termination of the Employee’s employment by the Company due to Disability, the
Employment Period shall end and the Employee, Employee’s estate or Employee’s
legal representative, as the case may be, shall only be entitled to (i) (a)
any
Base Salary accrued or annual bonus awarded and earned but not yet paid as
of
the actual date of termination of the Employee’s employment with the Company,
and (b) any other compensation and benefits as may be provided in accordance
with the terms and provisions of any applicable plans and programs of the
Company; and (ii) in the case of Disability, (a) continuation of payment of
the
Employee’s Base Salary, as set forth in Section 4(a) above, until the Employee
commences to receive payments under the Company’s long-term disability plan, (b)
continuation of the health and welfare benefits of the Employee, Employee’s
spouse and their eligible dependents, if any, as set forth
in
Section 4(c) above (except for Disability Insurance), or the economic equivalent
thereof, at the same cost and level in effect on the date of termination for
one
(1) year after the date of termination and (c) the right to exercise immediately
that proportion of the stock options (rounded up to the nearest whole number
of
shares) granted to the Employee which would become exercisable on or before
the
December 1 immediately following the date of termination of the Employee’s
employment with the Company due to Disability which is equal to the number
of
days worked by the Employee from, but excluding, the December 1 immediately
preceding such termination date to, and including, such termination date divided
by 365 days.
(d) Voluntary
Termination
The
Employee
may affect a Voluntary Termination of Employee’s employment with the Company
hereunder. A “Voluntary Termination” shall mean a termination of employment by
the Employee on Employee’s own initiative other than a termination due to death
or Disability or a termination for good reason. A Voluntary Termination shall
not be, and shall not be deemed to be, a breach of this Agreement and shall
result in the end of the Employment Period and only entitle the Employee to
all
of the rights and benefits which the Employee would be entitled in the event
of
a termination of the Employee’s employment by the Company for cause.
(e) Termination
by the Company at End of Employment Period
Notwithstanding
any
provision of this Agreement to the contrary, if (a) the Employment Period is
not
terminated early under Sections 7(a), 7(b), 7(c) or 7(d) above and (b) the
Company provides written notice to the Employee, pursuant to Section 2 above,
that it does not wish to extend or further extend the Employment Period, then
the Employee’s employment with the Company shall end on the last day of the
Employment Period and the Employee shall be entitled to (x) continuation of
payment of the Employee’s Base Salary, as provided in Section 4(a) above, as of
the date of termination of the Employee’s employment with the Company for a
period equal to (1) one year less the number of days notice given by the Company
to the Employee that it does not wish to extend or further extend the Employment
Period (such notice period shall be deemed to commence as of the date of such
written notice by the Company); (y) continuation of the health and welfare
benefits of the Employee, Employee’s spouse and their eligible dependents, if
any, as set forth in 4(c) above (except for Disability Insurance), or the
economic equivalent thereof, at the same cost and level in effect on the date
of
termination of the Employee’s employment with the Company for one (1) year after
such termination; and (z) the right to exercise immediately any stock options
and to trade freely any restricted stock granted to the Employee which, but
for
such termination, would have become exercisable or freely tradable, as the
case
may be, on or before the December 1 immediately following the date on which
the
one (1) year period referred to the preceding subclause (x) ends; provided,
however, that the severance payment by the Company to the Employee under
subclause (x) of this Section 7(e) shall be offset on a dollar for dollar basis
by any cash, or the fair market value of any non-cash, remuneration, benefit
or
other entitlement earned, received or receivable by the Employee in connection
with the employment of such Employee in any capacity, other than dividends,
interest income or other passive investment income earned as a result of an
interest in a business or entity of which the Employee owns less than 2% of
the
beneficial ownership. If the Employee shall be entitled to any such severance
payment from the Company after the termination of the Employment Period, the
Employee shall have the obligation to notify the Company of any employment,
consultation or other activity which may involve any remuneration, benefits
or
other entitlements as described above, and as to which the Company may be
entitled to an offset.
8. SURVIVAL
The
rights and obligations of the parties hereunder shall survive the termination
of
the Employee’s employment hereunder and the termination of this Agreement to the
extent necessary to the intended preservation of such rights and
obligations.
9 WHOLE
AGREEMENT AND
MODIFICATION
This
Agreement, including the “Proprietary
Information and Inventions Agreement”,
sets
forth the entire agreement and understanding of the parties with respect to
the
subject matter contained herein, and supersedes all prior and existing
agreements except as set forth above, whether written or oral, between them
concerning the subject matter contained herein. This Agreement may be modified
only by a written agreement executed by each party to this
Agreement.
10. NOTICES
Any
notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is
to be
given at the address of such party set forth above or to such other address
as
the party shall have furnished in writing in accordance with this provision.
Notice to the estate of the Employee shall be sufficient if addressed to the
Employee in accordance with this provision. Any notice or other communication
given by certified mail shall be deemed given three (3) days after posting.
However, a notice changing a party’s address shall be deemed given at the time
of the receipt of the notice.
11. WAIVER
Any
waiver by either party of a breach of any provision of this Agreement shall
not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Agreement. The failure of a
party to insist upon strict adherence to any term of this Agreement on one
or
more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other
term
of this Agreement. Any waiver must be in writing, signed by the party giving
such waiver.
12. SUCCESSORS
(a) Effect
on
Employee
This
Agreement is personal to the Employee and, without the prior express written
consent of the Company, shall not be assignable by the Employee, except that
the
Employee’s rights to receive any compensation or benefits under this Agreement
may be transferred or disposed of pursuant to testamentary disposition,
intestate succession or pursuant to a domestic relations
order of a court of competent jurisdiction. This Agreement shall inure to the
benefit of and be enforceable by the Employee’s heirs, beneficiaries and/or
legal representatives.
(b) Effect
on
Company
This
Agreement shall inure to the benefit of and be binding on the Company and its
successors and assigns. The Company shall reasonably require any successor
to
all or substantially all of the business and/or assets of the Company, whether
direct or indirect, by purchase, merger, consolidation, acquisition of stock,
or
otherwise, by an agreement in form and substance reasonably satisfactory to
the
Employee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent as the Company would be required to perform if
no
such succession had taken place.
13. NO
THIRD PARTY
BENEFICIARIES
This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any person not a party to this Agreement except as provided
in
Section 12 of this Agreement.
14. COUNTERPARTS
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
15.
GOVERNING
LAW
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Connecticut, without giving effect to the principles of conflict of
laws thereof.
16. 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.
17. NO VIOLATION OF OUTSTANDING AGREEMENT(S)
Employee
hereby warrants that the execution of this Agreement and the performance
of his
duties hereunder do not and will not violate any agreement with any other
person
or entity.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement which shall
be
effective as of the effective date noted above.
|
NEUROGEN
CORPORATION
|
|
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|
Xxxxxxx
X. Xxxxxx
|
|
|
President
and Chief Executive Officer
|
|
|
/s/
Xxxxxxx X. Xxxxx
|
|
|
Xxxxxxx
X. Xxxxx
|
