AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to that certain Employment Agreement dated as of
November 16, 1995 (the "Employment Agreement") between RhoMed Incorporated, a
Delaware corporation ("RhoMed"), and Xxxxxx X. Xxxxxx, an individual residing at
0000 Xxxxxxxx Xx., Xxxxxxx, Xxxxxxxxxxxx 00000 (the "Executive"), is made and
entered into as of _____________, 1996, by and among RhoMed, the Executive, and
Palatin Technologies, Inc., a Delaware corporation of which RhoMed is a
wholly-owned subsidiary ("Palatin").
WHEREAS, Palatin desires to employ the Executive, and the Executive
desires to be employed by Palatin, on the same terms and capacities as are
contemplated in the Employment Agreement, by amending the Employment Agreement
to effect such employment, and whereas RhoMed has consented to such arrangement;
WHEREAS, the Executive, RhoMed and Palatin have determined that it is
in the best interest of the parties to this Amendment to clarify certain of the
terms of the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
1. Effective as of _________, 1996, RhoMed will not be a party to the
Employment Agreement and the Employment Agreement shall from such time and
thereafter be between Palatin and the Executive, and all references in the
Employment Agreement to "RhoMed" shall be references to "Palatin."
2. The merger of Palatin's wholly-owned subsidiary, Interfilm
Acquisition Corporation, with and into RhoMed on June 25, 1996 (the "Merger")
was not intended to and did not constitute a "change-in-control" under Paragraph
C of Article FIFTH of the Employment Agreement.
Upon the execution hereof, each reference in the Employment Agreement
to "the Employment Agreement", "this Agreement", "hereby", "hereunder",
"herein", "hereof" or words of like import referring to the Employment Agreement
shall mean and refer to the Employment Agreement as amended by this Amendment to
the Employment Agreement. All other provision of the Employment Agreement shall
remain in full force and effect except and to the extent explicitly amended
hereby.
This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute one and
the same Amendment.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment or
caused this Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
PALATIN TECHNOLOGIES, INC. RHOMED INCORPORATED
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. XxXxxxxxx
By:----------------------- By:----------------------
Name: X. X. Xxxxxx Name: Xxxx X. XxXxxxxxx
Title: Chairman & CEO Title: VP & CFO
/s/ Xxxxxx X. Xxxxxx
By:-----------------------
Xxxxxx X. Xxxxxx
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