December 1, 2004 Management Services Agreement

Exhibit 10.24

0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Phone: (000)000-0000
Fax: (000)000-0000

December 1, 2004

Management Services Agreement

This agreement is entered into by and between Rogellen Partners, Inc. with its principal place of business at 00 Xxxxx Xxxx Xx. X., Xxxxxxxx, XX 00000, hereafter known as (RPI), and Rx Development Resources, LLC, (“RXDR”) with its principal place of business at 0000 Xxxxxx Xxxx Xx. # 000, Xxxxx, XX 00000

In consideration of the mutual promises and covenants set forth below, the parties do mutually agree as follows;

1. Scope of Work

RPI will provide management services to RXDR including the services of Xxxxx Xxxxx, MD as Managing Member and CMO.

2. Confidentiality

The management team provided by RPI must abide by all confidentiality agreements entered into by RxDR.

3. Term

This agreement is in effect until modified by the Board of Directors of RPI in consultation with the Managing Members of RxDR.

4. Remuneration

RPI will provide services in return for $6,000 per month through the end of April, 2005. Beginning in May, 2005, it is anticipated that the payment will increase to $10,000.00 per month, reflecting an annual payment of $120,000 for the services of 60% of Xx. Xxxxx Xxxxx’x time as Chief Medical Officer of RxDR. This payment will be enhanced each month by a sum equal to 8% of the payment plus $1,000. These funds are intended to offset the cost of employee benefits and payroll taxes to Rogellen. It is understood that Xx. Xxxxx will continue to serve 40% of his time as a consultant to Genaera, Inc. Any payments made to RxDR as remuneration for Xx. Xxxxx’x work with Genaera, Inc. will be passed directly through to RPI.

5. Management Bonus

Rogellen will receive a management bonus based on company performance. The bonus will be calculated based on RxDR performance from December 15 of the previous year to December 15 of the current year. The calculation will be based on the level of free cash flow in the business as follows:

0 - $100,000 = no bonus
Every $10,000 in free cash flow above $100,000 = $1,200 to a maximum of $60,000.

5. This Agreement shall be construed, interpreted and applied in accordance with laws in the State of Florida.

In Witness whereof, the parties have executed this agreement

RxDR						Rogellen Partners, Inc.
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxx Xxxxx
Xxxxx Xxxxxx Partner/CEO						Xxxxx Xxxxx, MD, President
By:		/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, MD Partner/CMO

Date: 1 DEC 04