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Exhibit 10.38
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Agreement") is entered
into effective as of the ____ day of September, 1995, by and between Xxxxxxx X.
Love ("Employee") and Ilex Oncology Inc., a Delaware corporation (formerly
known as Biovensa, Inc.) (the "Company").
WHEREAS, the Company and Employee have previously entered into an
Employment Agreement dated as of November 2, 1994, as amended as of April 4,
1995 as to Section 8.7 (as amended, the "Existing Agreement");
WHEREAS, the parties desire to amend certain provisions of the Existing
Agreement and, as hereinafter set forth;
NOW, THEREFORE, in consideration of $500, the agreement of certain
investors to purchase shares of Series B Convertible Preferred Stock of the
Company for a purchase price of $6,500,000 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Section 5.2(a) of the Existing Agreement is hereby amended to
read in its entirety as follows:
"(a) During Employee's employment hereunder and for a period of
one year after any termination of such employment for any reason,
including, without limitation, by Employee or by the Company, Employee
shall not engage, anywhere in the world, whether directly or indirectly,
as principal, owner, officer, director, agent, employee, consultant or
partner, in the research, development, manufacture or commercialization
of products that compete with the Company's products or programs
("Restricted Activities"), provided that the foregoing shall not
restrict Employee from engaging in any Restricted Activities which the
Company directs Employee to undertake or which the Company are otherwise
expressly authorizes. The foregoing shall not restrict Employee from
owning less than 5% of the outstanding capital stock of any company
which engages in Restricted Activities, provided that Employee is not
otherwise involved with such company as an officer, director, agent,
employee or consultant."
2. The provisions of Articles 5 and 6 of the Existing Agreement (as
amended hereby) shall survive any termination of the Existing Agreement (as
amended hereby), such survival to be in accordance with the terms of such
Articles and the "term of this Agreement" as used therein shall refer to the
term of the provisions of such Articles.
3. As amended by this Agreement, the Existing Agreement shall
continue in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year indicated above.
ILEX ONCOLOGY INC.
By /s/ Xxxx Xxxxx
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Name Xxxx Xxxxx
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Title Chairman, ILEX Board
of Directors
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/s/ Xxxxxxx X. Love
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Xxxxxxx X. Love
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