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Exhibit 10.6
AGREEMENT dated as of September , 1996 between Anthra
Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Xxxxx X.
Xxxxxxxx, Ph.D. ("Xxxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxxx is currently employed by the Company as Vice
President - Pre-Clinical Development; and
WHEREAS, the Company and Xxxxxxxx would like to establish certain
arrangements in respect of Xxxxxxxx'x employment by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
Xxxxxxxx and the Company agree as follows:
In the event of a Change of Control of the Company (as defined
below) prior to two years from the date hereof while Xxxxxxxx is an employee of
the Company, the Company or its successor shall pay to Xxxxxxxx upon
consummation of the Change of Control (the "Effective Date") a lump sum amount
equal to 12 months of his then current base salary, less applicable taxes;
provided, however, that such payment is conditioned on Xxxxxxxx'x agreement and
covenant to continue working with the Company or its successor in the capacity
in which he is currently employed (unless the Company or its successor requests
otherwise) for a period of three months following the Effective Date without any
additional compensation.
For the purposes of this paragraph, a "Change of Control" of the
Company shall be deemed to have occurred if there is a consummation of any of
the following: (i) the sale of all or substantially all of the Company's assets;
(ii) the sale of 80% or more of the outstanding capital stock of the Company,
including a sale pursuant to a tender offer or exchange offer, in a single or
integrated transaction; or (iii) the sale of the Company through a consolidation
or merger (other than a merger of the Company with one or more of its
majority-owned subsidiaries) in which either, the Company is not the surviving
corporation, or the acquisition is as a result of a reverse triangular merger,
provided in either case the stockholders of the Company immediately before such
consolidation or merger own less than 50% of the outstanding capital stock of
the surviving corporation immediately after such consolidation or merger.
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Xxxxxxxx acknowledges that, notwithstanding the foregoing, he is
employed "at will" by the Company, subject to the terms of that certain offer
letter dated February 16, 1996 forwarded by the Company to Xxxxxxxx and nothing
herein shall be construed to provide Xxxxxxxx with a right to employment by the
Company or its successor.
The Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this agreement,
as of the date previously set forth.
ANTHRA PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Ph.D.
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