Employment Agreement – Bio-Technology General Corp. and Robert M. Shaw

Executive and the Executive hereby agrees to serve the Company in accordance

with the terms and conditions set forth herein, for a period of three (3)

anniversary of the Effective Date, and each anniversary thereafter, the term of

this Agreement shall automatically be extended for one (1) additional year,

unless at least ninety (90) days prior to such anniversary, the Company or the

Executive shall have given notice in accordance with Section 10.2 hereof that

accordance with the Company’s annual bonus program as described in Section 5.3

annual salary, pursuant to Section 5.2, excluding amounts received under

in Rule 13d-3 of the General Rules and Regulations under the Securities

Agreement and failed to correct such breach within fifteen (15) days after

purpose of gaining a personal profit, including, without limitation,

willfully failed to perform reasonably assigned duties within the normal and

or merger in which the Company is not the continuing or surviving entity or

pursuant to which shares of the Common Stock would be converted into cash,

securities, or other property, other than (i) a merger of the Company in which

the holders of the Common Stock immediately prior to the merger have the same

proportionate ownership of common stock of the surviving corporation

immediately after the merger, or (ii) a consolidation or merger which would

result in the voting securities of the Company outstanding immediately prior

thereto continuing to represent (by being converted into voting securities of

the continuing or surviving entity) more than 50% of the combined voting power

of the voting securities of the continuing or surviving entity immediately

or merger and which would result in the

members of the Board immediately prior to such consolidation or merger (including

for this purpose any individuals whose election or nomination for election was

approved by a vote of at least two-thirds of such members) constituting a

majority of the Board (or equivalent governing body) of the continuing or

transfer (in one transaction or a series of related transactions) of all or

Owner of forty (40) percent or more of the Common Stock other than pursuant to

years, individuals who at the beginning of such period constitute the entire

Board of Directors shall cease for any reason to constitute a majority of the

Board unless the election or nomination for election by the Company’s

stockholders of each new director was approved by a vote of at lest two-thirds

of the directors then still in office who were directors at the beginning of

with a Qualifying Termination occurring subsequent to a Change in Control, as

the Board, or any other committee appointed by the Board to perform the

corporation, or any Successor Company thereto as provided in Section 9.1

Agreement, the meaning ascribed to such term in the Company’s long-term

under or relative level of participation in the Company’s employee benefit or

retirement plans, policies, practices, or arrangements in which the Executive

participates as of the Effective Date of this Agreement, including any

perquisite program; provided, however, that any such change that applies consistently

to all executive officers of the Company or is required by applicable law shall

events on or after the announcement of the transaction which leads to the CIC

and up to twenty–four (24) calendar months following the effective date

requires the Executive to travel at least an additional thirty-five (35) miles

at a lower level than the highest level to which Executive reported within the

specific termination provision in this Agreement relied upon, and shall set

forth in reasonable detail the facts and circumstances claimed to provide a

basis for termination of the Executive’s employment under the provisions

so indicated, and, where applicable, shall specifically include notice pursuant

Section 3(a)(9) of the Securities Exchange Act and used in

Sections 13(d) and 14(d) thereof, including a “group” as defined in

herein, the occurrence of which triggers the payment of CIC Severance Benefits

provided in Sections 7.4 and 7.6 herein, and not payable due to a Change

Executive agrees to serve as Senior Vice President, General Counsel and Secretary

of the Company or in such other position which Executive shall agree to accept

or to which Executive shall be promoted during the Term and Executive shall

report directly to the Chief Executive Officer or such other position which is

Executive and as shall be determined by the Chief Executive Officer in his sole

discretion, and shall maintain the level of duties and responsibilities as in

effect as of the Effective Date, or such higher level of duties and

Executive agrees to devote substantially his full time, attention, and energies

to the Company’s business and shall not be engaged in any other business

activity, whether or not such business activity is pursued for gain, profit, or

other pecuniary advantage unless such business activity is approved by the

Compensation Committee (or, in the event the Compensation Committee ceases to

exist, the Board).  However, subject to

Article 11 herein and approval by the Compensation Committee (or the Board, as

the case may be), the Executive may serve as a director of other companies so

rendered by the Executive during the term of this Agreement, and as

consideration for complying with the covenants herein, the Company shall pay

Salary in an amount which shall be established from time to time by the Board

of Directors of the Company or the Board’s designee; provided, however, that

such Base Salary shall not be less than TWO-HUNDRED-NINETY-THOUSAND DOLLARS

equal installments throughout the year, consistent with the normal payroll

following the Effective Date of this Agreement, while this Agreement is in

force, to ascertain whether, in the judgment of the Board or the Board’s

designee, such Base Salary should be increased based primarily on the

performance of the Executive during the year. If so increased, the Base Salary

as stated above shall, likewise, be increased for all purposes of this Agreement

Executive shall be entitled to participate in the Company’s annual short-term incentive program, as such program

may exist from time to time, at a level commensurate with the Position.  The percentage of Base Salary targeted as

annual short-term incentive compensation shall be established for the Position

by the Company’s Compensation Committee in its sole discretion (the “targeted

amount of annual short-term incentive, if any, to be awarded shall be at the

sole discretion of the Company’s Compensation Committee, may be less or more

than the targeted Annual bonus award, and will be based on a number of factors

set in advance by the Compensation Committee for each calendar year, including

the Company’s performance and the Executive’s individual performance. Nothing

in this Section 5.3 shall be construed as obligating the Company or the Board

to refrain from changing, and/or amending the short-term incentive program, so

long as such changes are equally applicable to all executive employees in the

participate in the Company’s long-term incentive plan, as such shall be amended

or superseded from time to time provided, however, that nothing in this Section

5.4 shall be construed as obligating the Company or the Board to refrain from

changing, and/or amending the long-term incentive plan, so long as such changes

participation in any Company qualified defined benefit and defined contribution

retirement plans as may be established during the term of this Agreement;

provided, however, that nothing in this Section 5.5 shall be construed as

obligating the Company to refrain from changing, and/or amending the

nonqualified retirement programs, so long as such changes are equally

within the provisions of each of the respective plans, the Company shall

provide to the Executive all benefits to which other executives and employees

of the Company are entitled to receive, as commensurate with the Position,

subject to the eligibility requirements and other provisions of such

to, group term life insurance, comprehensive health and major medical

insurance, dental and life insurance, and short-term and long-term

additional benefit as may be established during the term of this Agreement, by

shall be entitled to such paid vacation as is customary for the Position in

corporate institutions of similar size and character, but in any event not less

than twenty (20) paid vacation days during each calendar year; provided,

however, that without prior written approval, Executive may carry forward into

Executive, at the Company’s expense, all

perquisites which the Board may determine from time to time to provide; provided,

however, that nothing in this Section 5.8 shall be construed as obligating the

Company or the Board to refrain from changing, and/or amending the perquisite

program, so long as such changes are equally applicable to all executive

maintain, or refrain from changing, amending, or discontinuing any benefit

plan, program, or perquisite, so long as such changes are equally applicable to

documentation, the Company shall pay, or reimburse the Executive for all

ordinary and necessary expenses, in a reasonable amount, which the Executive

incurs in performing his duties under this Agreement including, but not limited

to, travel, entertainment, professional dues and subscriptions, and all dues,

fees, and expenses associated with membership in various professional,

terminated while this Agreement is in force by reason of death, the Company’s

obligations under this Agreement shall immediately expire. Notwithstanding the

foregoing, the Company shall be obligated to pay to the Executive the

Annual Bonus award, established for the fiscal year in which such

termination is effective, multiplied by a fraction, the numerator of which is

the number of completed days in the then-existing fiscal year through the

Effective Date of Termination, and the denominator of which is three hundred

subject to the treatment provided under the applicable long-term incentive plan

shall be paid in cash to the Executive in a single lump sum as soon as

practicable following the Effective Date of Termination, but in no event beyond

thirty (30) days from such date. All other payments due to the Executive upon

termination of employment, including those in Sections 7.1(b) and (c), shall be

Articles 9 and 14 and Sections 7.1(f), 13.3, 13.5, and 13.7 herein (which

shall survive such termination), the Company and the Executive thereafter shall

that the Executive becomes Disabled during the term of this Agreement and is,

therefore, unable to perform his duties herein for more than one hundred

eighty (180) total calendar days during any period of twelve (12) consecutive

months, or in the event of the Board’s reasonable expectation that the

Executive’s Disability will exist for more than a period of one hundred eighty

(180) calendar days, the Company shall have the right to terminate the

Executive of the Company’s intent to terminate for Disability at least thirty

Directors of the Company upon receipt of and in reliance on competent medical

advice from one (1) or more individuals, selected by the Board, who are

upon the end of the thirty (30) day notice period. Upon the Effective Date of

Termination, the Company’s obligations under this Agreement shall immediately

Annual Bonus award, established for the fiscal year in which the Effective

Date of Termination occurs, multiplied by a fraction, the numerator of which is

the number of completed days in the then-existing fiscal year through the

Effective Date of Termination, and the denominator of which is three hundred

subject to the treatment provided under the applicable long-term incentive plan

shall be paid in cash to the Executive in a single lump sum as soon as

practicable following the Effective Date of Termination, but in no event beyond

thirty (30) days from such date. All other payments due to the Executive upon

Articles 8, 9, 11, and 14 and Sections 7.2(e), 13.3, 13.5, and 13.7 herein

(which shall survive such termination), the Company and the Executive

Agreement at any time by giving Notice of Termination to the Board of Directors

of the Company, delivered at least fourteen (14) calendar days prior to the

upon the expiration of the fourteen (14) day notice period. Notwithstanding the

foregoing, the Company may waive the fourteen (14) day notice period; however,

the Executive shall be entitled to receive all elements of compensation

described in Sections 5.1 through 5.6 for the fourteen (14) day notice

period, subject to the eligibility and participation requirements of any

expiration of the fourteen (14) day notice period, the Company shall pay the

Executive his full Base Salary and accrued but unused vacation pay, at the rate

then in effect, through the Effective Date of Termination, plus all other

benefits to which the Executive has a vested right at that time (for this

purpose, the Executive shall not be paid any Annual Bonus with respect to the

Articles 8, 9, 11, and 14 and Sections 13.3, 13.5, and 13.7 herein (which shall

survive such termination), the Company and the Executive thereafter shall have

may terminate the Executive’s employment for reasons other than death,

Disability, or for Cause, by providing to the Executive a Notice of

Termination, at least sixty (60) calendar days (ninety (90) calendar days when

termination is due to non-renewal of this Agreement by the Company pursuant to

Section 1.2) prior to the Effective Date of Termination; provided, however,

that such notice shall not preclude the Company from requiring Executive to

Qualifying Termination), following the expiration of the sixty (60) day notice

period (90 days in the case of non-renewal), the Company shall pay and provide

Executive’s annual Base Salary established for the fiscal year in which the

Executive’s targeted Annual Bonus award established for the fiscal year in

which the Effective Date of Termination occurs; provided, however, that no

payment shall be made under this Section 7.4(b)(2) if the Effective Date of

life and accidental death and dismemberment, and disability insurance coverage

(or if continuation under the Company’s then current plans is not allowed, then

provision at the Company’s expense but subject to payment by Executive of those

payments which Executive would have been obligated to make under the Company’s

then current plan, of substantially similar welfare benefits from one or more

third party providers) after the Effective Date of Termination for a number of

months equal to the Service Multiple times twelve (12). These benefits shall be

provided to the Executive at the same coverage level as in effect as of the

Effective Date of Termination, and at the same premium cost to the Executive

which was paid by the Executive at the time such benefits were provided.

However, in the event the premium cost and/or level of coverage shall change

for all employees of the Company, or for management employees with respect to

supplemental benefits, the cost and/or coverage level, likewise, shall change

for the Executive in a corresponding manner. The continuation of these welfare

benefits shall be discontinued if prior to the expiration of the period, the

Executive has available substantially similar benefits at a comparable cost to

the Executive from a subsequent employer, as determined by the Compensation

Committee (or, in the event the Compensation Committee ceases to exist, the

subject to the treatment provided under the applicable long-term incentive plan

and accrued but unused vacation pay through the Effective Date of Termination;

right at the time, according to the provisions of the governing plan or

Multiple” shall be equal to the quotient resulting from a formula the numerator

of which is the lesser of (a) full number of completed months that have elapsed

since the Employment Date (but not less than 6 months) and (b) eighteen (18)

employment without Cause on or after the date of the announcement of the

transaction which leads to a CIC, the Executive shall be entitled to the CIC

Severance Benefits as provided in Section 8.3 in lieu of the Severance

7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly

and beginning on the fifteenth day of the month following the month in which

the benefits described in Section 7.4(b)(2) shall be paid in cash to the

Executive in a single lump sum as soon as practicable following the Effective

Date of Termination, but in no event beyond thirty (30) days from such

date.  The forty thousand dollars

($40,000) which was withheld shall be paid in cash to the Executive in a single

lump sum at the end of the twelve (12) month restrictive period set forth in

(f), all other payments due to the Executive upon termination of employment

shall be paid in accordance with the terms of such applicable plans or

Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which

shall survive such termination), the Company and the Executive thereafter shall

Company’s payment obligations under this Section 7.4 shall be offset by any

amounts that the Company is required to pay to the Executive under a national

prevent the Board from terminating the Executive’s employment under this

forth in reasonable detail the facts and circumstances claimed to provide a

for Cause, the Company shall pay the Executive his Base Salary and accrued

vacation pay through the Effective Date of Termination, and the Executive shall

immediately thereafter forfeit all rights and benefits (other than vested

benefits) he would otherwise have been entitled to receive under this

Agreement. The Company and the Executive thereafter shall have no further

obligations under this Agreement with the exception of the covenants contained

in Articles 9, 10, 11, and 14 and Sections 13.3, 13.5, and 13.9 herein (which

applicable, this Section 7.6 shall only become effective when at least twelve

(12) months have elapsed since the Employment Date.   Prior to this Section 7.6 becoming effective, any notice of

termination by Executive may only be given pursuant to Section 7.3.  The Executive shall have sixty (60) days

from the date he learns of action taken by the Company that allows the

Executive to terminate his employment for Good Reason to provide the Board with

detail the facts and circumstances claimed to provide a basis for such Good

for the sixty (60) day period following the date in which he provided the

Notice of Termination to the Board. The Company may waive the sixty (60) day

notice period; however, the Executive shall be entitled to receive all elements

of compensation described in Sections 5.1 through 5.6 for the sixty (60) day

notice period, subject to the eligibility and participation requirements of any

Good Reason during the Term, and following the expiration of the sixty (60) day

notice period, the Company shall pay and provide to the Executive the

Executive’s annual Base Salary established for the fiscal year in which the

Executive’s targeted Annual Bonus award established for the fiscal year in

life and accidental death and dismemberment, and disability insurance coverage

for one-and-one-half (1.5) years after the Effective Date of Termination (or if

continuation under the Company’s then current plans is not allowed, then

provision at the Company’s expense but subject to payment by Executive of those

payments which Executive would have been obligated to make under the Company’s

then current plan, of substantially similar welfare benefits from one or more

third party providers). These benefits shall be provided to the Executive at

the same coverage level, as in effect as of the Effective Date of Termination

and at the same premium cost to the Executive which was paid by the Executive

at the time such benefits were provided. However, in the event the premium cost

and/or level of coverage shall change for all employees of the Company, or for

management employees with respect to supplemental benefits, the cost and/or

coverage level, likewise, shall change for the Executive in a corresponding

manner. The continuation of these welfare benefits shall be discontinued prior

to the end of the one-and-one-half (1.5) year period in the event the Executive

has available substantially similar benefits at a comparable cost to the

Executive from a subsequent employer, as determined by the Compensation

Committee (or, in the event the Compensation Committee ceases to exist, the

subject to the treatment provided under the applicable long-term incentive plan

and accrued but unused vacation pay through the Effective Date of Termination;

right at the time, according to the provisions of the governing plan or

for Good Reason on or after the date of the announcement of the transaction

which leads to the CIC and up to twenty-four (24) months following the date of

the CIC, the Executive shall be entitled to the CIC Severance Benefits as

provided in Section 8.3 in lieu of the Severance Benefits outlined in this

Reason shall not be affected by the Executive’s incapacity due to physical or

mental illness unless such incapacity is determined to constitute a Disability

the benefits described in Section 7.6(d)(1) and payment of all of the

benefits described in Section 7.6(d)(2) shall be paid in cash to the Executive

in a single lump sum as soon as practicable following the Effective Date of

Termination, but in no event beyond thirty (30) days from such date. The forty

thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive

in a single lump sum at the end of the twelve (12) month restrictive

other payments due to the Executive upon termination of employment shall be

Company’s payment obligations under this Section 7.6 shall be offset by any

amounts that the Company is required to pay to the Executive under a national

Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and 13.7 (which

shall survive such termination) herein, the Company and the Executive

from the Company CIC Severance Benefits if a Notice of Termination for a

Severance Benefits if he is terminated for Cause (as provided in Section 7.5

herein), or if his employment with the Company ends due to death, or

Disability, or due to voluntary termination of employment by the Executive

following events on or after the date of the announcement of the transaction

which leads to the CIC and up to twenty-four (24) months following the date of

the CIC shall trigger the payment of CIC Severance Benefits to the Executive

employment by the Company for reasons other than Cause, death, or Disability,

as evidenced by a Notice of Termination delivered by the Company to

Reason as evidenced by a Notice of Termination delivered to the Company by the

would expire unless renewed within such period), as evidenced by a Notice of

breaches any material provision of this Agreement and does not cure such breach

within thirty (30) days of receiving a written notice from the Executive with

such notice explaining in reasonable detail the facts and circumstances claimed

entitled to receive CIC Severance Benefits,

the Executive’s annual Base Salary established for the fiscal year in which the

the Executive’s targeted Annual Bonus award established for the fiscal year in

Base Salary and accrued but unused vacation pay through the Effective Date of

shall be subject to the treatment provided under the applicable long-term

health care, life and accidental death and dismemberment, and disability

insurance coverage for two (2) full years after the Effective Date of

Termination (or if continuation under the Company’s then current plans is not

allowed, then provision at the Company’s expense but subject to payment by

Executive of those payments which Executive would have been obligated to make

under the Company’s then current plan, of substantially similar welfare

Executive at the same coverage level, as in effect as of the Effective Date of

Termination or, if greater, as in effect sixty (60) days prior to the date of

the Change in Control, and at the same premium cost to the Executive which was

level of coverage shall change for all employees of the Company, or for

management employees with respect to supplemental benefits, the cost and/or

coverage level, likewise, shall change for the Executive in a corresponding

benefits shall be discontinued prior to the end of the two year period in the event

the Executive has available substantially similar benefits at a comparable cost

to the Executive from a subsequent employer, as determined by the Compensation

Committee (or, in the event the Compensation Committee ceases to exist, the

described in Sections 8.3(a) through (c) shall be paid in cash to the Executive

in a single lump sum as soon as practicable following the Effective Date of

Termination, but in no event beyond thirty (30) days from such date. All other

payments due to the Executive upon termination of employment shall be paid in

determination is made by the Company pursuant to Section 280G and 4999 of the

Code that a golden parachute excise tax is due, the benefits provided to the

Executive under this Agreement that are classified as “parachute payments” (as

such term is defined in Section 280G of the Code), shall be limited to the

a limitation results in a greater net (of excise tax) cash benefit to the

Executive than he would receive had the benefits not been capped and an excise

contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 13.3, 13.5, and 13.7

(which shall survive such termination) herein, the Company and the Executive

or transferred to, and shall be binding upon and shall inure to the benefit of

any Successor Company, with Successor Company for purposes of this Agreement

being defined as a company that (i) acquires greater than fifty percent (50%)

of the assets of the Company or (ii) acquires greater than fifty percent (50%)

of the outstanding stock of the Company, or (iii) is the surviving entity in

Successor Company to be bound by the terms of this Agreement prior to the

effectiveness of any such succession shall be a breach of this Agreement, and

shall immediately entitle the Executive to benefits from the Company in the

same amount and on the same terms as the Executive would be entitled to receive

in the event of a termination of employment for Good Reason as provided in

Section 7.7 (failure not related to a Change in Control) or Section 8.3 (if the

of and be enforceable by the Executive’s personal or legal representatives,

executors, administrators, successors, heirs, distributees, devisees, and

payable to him pursuant to this Agreement had he continued to live, all such

amounts, unless otherwise provided herein, shall be paid in accordance

such amounts shall be paid to the Executive’s devisee, legatee, or other

extent permitted by law, the Company shall pay all legal fees, costs of

litigation, prejudgment interest, and other expenses incurred by Executive in

or other communications provided by this Agreement shall be sufficient if in

writing and if sent by registered or certified mail to the Executive at

the last address he has filed in writing with the Company or, in the case

of the Company, at its principal offices to the attention of the General

access to and knowledge of confidential and proprietary information of the

Company that is essential to the performance of his duties under this

after the term of his employment by the Company, in whole or in part, disclose

such information to any person, firm, corporation, association, or other entity

for any reason or purpose whatsoever, nor shall he make use of any such

information for his own purposes, so long as such information has not otherwise

been disclosed to the public or is not otherwise in the public domain except as

for a period of twelve (12) months following

the Executive’s termination of employment for any reason, the Executive agrees

not to actively solicit any employee of the Company to terminate his or her

employment with the Company or to interfere in a similar manner with the

the Effective Date of this Agreement until six (6) months following the

Executive’s Effective Date of Termination for any reason, the Executive will

not: (a) directly or indirectly own any equity or proprietary interest in

(except for ownership of shares in a publicly traded company not exceeding

three percent (3%) of any class of outstanding securities), or be an employee,

agent, director, advisor, or consultant to or for any competitor of the

Company, whether on his own behalf or on behalf of any person; or

(b) undertake any action to induce or cause any customer or client to

shall be released from each of the covenants set forth in Section 11.2 and

11.3, if such Executive is terminated by the Company without Cause or if the

termination of employment, other than for Cause, the Executive shall be

reimbursed by the Company for the costs of all outplacement services obtained

by the Executive within the two (2) year period after the Effective Date of

Termination; provided, however, that the total reimbursement shall be limited

to an amount equal to twenty percent (20%) of the Executive’s Base Salary as of

Proprietary Information and Inventions Agreement previously executed by Executive,

this Agreement supersedes any prior agreements (specifically, the prior

employment agreement executed by the Executive as of July 23, 1999, and any and

all amendments thereto), or understandings, oral or written, between the

parties hereto or between the Executive and the Company, with respect to the

subject matter hereof, and constitutes the entire agreement of the parties with

altered, modified, canceled, changed, or in any way amended except by mutual

agreement of the parties in a written instrument executed by the parties hereto

of this Agreement shall be determined to be invalid or unenforceable for any

reason, the remaining provisions of this Agreement shall be unaffected thereby

or more counterparts, each of which shall be deemed to be an original, but all

payable under this Agreement all federal, state, city, or other taxes as may be

or benefits hereunder due to the Executive at the time of his death shall

nonetheless be paid or provided and the Executive may designate one or more

persons or entities as the primary and/or contingent beneficiaries of any

amounts to be received under this Agreement. Such designation must be in the

form of a signed writing acceptable to the Board or the Board’s designee. The

the Executive to materially injure the Company, the Company’s obligation to

make the payments and the arrangement provided for herein shall be absolute and

unconditional, and shall not be affected by any circumstances, including,

without limitation, any offset, counterclaim, recoupment, defense, or other

paid without notice or demand. Subject to the provisions set forth in

Sections 7.4 and 7.6, and Article 11, each and every payment made

hereunder by the Company shall be final, and the Company shall not seek to

recover all or any part of such payment from the Executive or from whomsoever

breach of its payment obligations under Articles 7 and 8 of this Agreement

(provided, however, that no such breach shall be deemed to have occurred until

the Executive has provided the Board with written notice of such breach and a

reasonable opportunity for cure), the restrictive covenants contained in

Article 11 are independent of any other contractual obligations in this

Agreement or otherwise owed by the Company to the Executive. Except as provided

in this paragraph, the existence of any claim or cause of action by Executive

against the Company, whether based on this Agreement or otherwise, shall not

create a defense to the enforcement by the Company of any restrictive covenant

employment in mitigation of the amounts payable or arrangements made under any

provision of this Agreement, and the obtaining of any such other employment

shall in no event effect any reduction of the Company’s obligations to make the

law, the provisions of this Agreement shall be construed and enforced in

representative, and the Executive have executed this Agreement as of the