EXHIBIT 10.18
ADDENDUM TO EMPLOYMENT AGREEMENT
This addendum ("Addendum") dated as of the 1st day of January,
2000, between Columbia Laboratories Inc. ("Columbia") a corporation organized
and existing under and by virtue of the laws of the State of Delaware, having
its principal place of business at 0000 XX 000xx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000
(hereinafter referred to as the "Company"), and Xxxxxxx X. Xxxxxxx, who
maintains a residence at 00 Xxxxx xx Xxxxxxx Xxxxxxx, Xxxxx, 00000 (hereinafter
referred to as "Employee").
W I T N E S E T H:
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WHEREAS, the Company is and will be engaged in the
development, testing, registration, manufacturing, licensing, marketing, and
selling of pharmaceutical products; and
WHEREAS, the employee, by reason of his knowledge, skill and
ability is uniquely qualified to aid the Company in the development, testing,
registration, manufacturing, licensing, marketing, and selling of pharmaceutical
products; and
WHEREAS, the Company is desirous of continuing the employment
of the Employee to provide assistance to the Company in the development,
testing, registration, manufacturing, licensing, marketing, and selling of
pharmaceutical products and the Employee is desirous of continuing his
employment with the Company to assist it in the development, testing,
registration, manufacturing, licensing, marketing, and selling of pharmaceutical
products; and
WHEREAS, the Company and Employee desire to enter into this
Addendum to the Employee's employment agreement (the "Agreement") so that the
rights, duties, benefits and obligations of each in respect of the employment of
the Employee for and by the Company will be fully set forth under the terms and
conditions stated both in the Agreement and herein upon the execution hereof;
and
WHEREAS, the terms of the Employee's Agreement shall only be
modified by the specific terms and conditions set forth herein, which shall
modify and supersede any similar provisions in the Employee's employment
agreement, if any, and any inconsistency between this Addendum and the
Employee's Agreement shall be resolved by the provisions hereinafter set forth.
NOW, therefore, in consideration of the mutual promises
contained herein, the payment of Ten ($10.00) dollars by each party to the
other, the receipt of which is hereby duly acknowledged, and for other good and
valuable consideration, the Company and Employee further agree as follows:
1. TERM
The Employee's term of his employment is extended for
a period of one (1) year, and shall terminate on December 31, 2001.
2. DUTIES
The Employee shall perform the duties of and serve as
the "Chairman of the Board" of the Company, and as its "Chief Executive
Officer."
3. NOTICES
Any notice required or permitted to be given under
this addendum and the Employee's employment agreement shall be sufficient if in
writing and actually delivered, or if sent either
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by Federal Express, or postage prepaid, by certified mail, return receipt
requested, with a copy by ordinary mail, to the addresses below:
As to Company: 0000 XX 000xx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
As to Employee: 00 Xxxxx xx Xxxxxxx Xxxxxxx
Xxxxx, 00000 Xxxxxx
or to such other address as either party shall designate by written notice to
the other.
4. ENTIRE ADDENDUM
This Addendum contains the entire agreement and
understanding of the Company and the Employee with respect to the subject matter
hereof, and shall incorporate, merge and supersede all prior agreements and
understandings had between the Company and the Employee, either oral or written,
if any. No modification, change or amendment to this Addendum, shall be binding
upon the Company or the Employee unless the same is in writing, and signed by
the party against whom enforcement of the modification, change or amendment is
sought to be enforced.
5. MISCELLANEOUS
(a) This Addendum and the implementation of it shall
be subject to and governed by the laws of the State of Florida, and any legal
proceedings relating to (i) the interpretation or enforcement of any of the
provisions of this Addendum, or (ii) any dispute relating to the employment
relationship created by the addendum, shall only be brought in the Circuit Court
of the State of Florida, in and for the County of Dade.
(b) The Article headings contained herein are for
reference purposes only and shall not in any way affect the meaning or the
interpretation of this Addendum.
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(c) The failure of any provision of this Addendum
shall in no manner affect the right to enforce the remainder of this Addendum,
and the waiver by either The Company or the Employee of any breach of any
provision of this Addendum shall not be construed to be a waiver by the Company
or the Employee of any succeeding breach of such provision or a waiver by such
party of any breach of any other provision of this Addendum.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on
March 8, 2000.
EMPLOYEE:
Witness:
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/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
COMPANY:
COLUMBIA LABORATORIES, INC.
Witness:
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/s/ Xxxxx X. Xxxxxxxxxxx
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By: XXXXX X. XXXXXXXXXXX
PRESIDENT
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