{"id":38975,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bio-technology-general-corp-and-eli.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bio-technology-general-corp-and-eli","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bio-technology-general-corp-and-eli.html","title":{"rendered":"Employment Agreement &#8211; Bio-Technology General Corp. and Eli Admoni"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n                  AGREEMENT made as of April 27, 1999, among BIO-TECHNOLOGY\nGENERAL CORP., a Delaware corporation with an office at 70 Wood Avenue South,\nIselin, New Jersey 08830 ('BTG'), BIO-TECHNOLOGY GENERAL (ISRAEL) LTD., an\nIsraeli corporation and a wholly-owned subsidiary of BTG having an office at\nKiryat Weizmann, Rehovot, Israel 76326 ('BTG-ISRAEL' and, together with BTG,\nthe 'Company') and Eli Admoni, residing at 10 Hapartizanim Street, Petah-Tikva,\n49552, Israel (the 'Executive').\n\n                              W I T N E S S E T H :\n\n                  WHEREAS, the Company desires that Executive be employed to\nserve in a senior executive capacity with the Company, and Executive desires to\nbe so employed by the Company, upon the terms and conditions herein set forth.\n\n                  NOW, THEREFORE, in consideration of the premises and of the\nmutual promises, representations and covenants herein contained, the parties\nhereto agree as follows:\n\n         1.       EMPLOYMENT.\n\n                  The Company hereby employs Executive and Executive hereby\naccepts such employment, subject to the terms and conditions herein set forth.\nExecutive shall hold the office of Senior Vice President of BTG and President of\nBTG-Israel reporting to the Chief Executive Officer of BTG.\n\n         2.       TERM.\n\n                  The initial term of employment under this Agreement shall\nbegin on the date hereof (the 'Employment Date') and shall continue for a period\nof two (2) years from that date, subject to prior termination in accordance with\nthe terms hereof. Thereafter, this Agreement shall automatically be renewed for\nsuccessive two-year terms unless either party shall give the other ninety (90)\ndays prior written notice of its intent not to renew this Agreement.\n\n         3.       COMPENSATION.\n\n                  As compensation for the employment services to be rendered by\nExecutive hereunder, including all services as an officer or director of the\nCompany and any of its subsidiaries, the Company agrees to pay, or cause to be\npaid, to Executive, and Executive agrees to accept, payable in equal\ninstallments in accordance with Company practice, an initial annual salary of\n$250,000. Executive's annual salary hereunder for the remaining years of\nemployment shall be determined by\n\n\n\n\n\n\nthe Board of Directors of BTG in its sole discretion; provided, however, that\nExecutive's salary shall be increased each year (on the date of the annual\nmeeting of the Board of Directors of BTG), commencing with the 2000 annual\nmeeting of the BTG Board of Directors, by at least six percent (6%). In\naddition, Executive shall be entitled to bonuses from time to time in such\namounts as may be determined by the Board of Directors of BTG in its sole\ndiscretion. Such bonus may be paid, in the sole discretion of the Board of\nDirectors, in cash, shares of BTG Common Stock, options to purchase shares of\nBTG Common Stock or any combination thereof.\n\n         4.       EXPENSES.\n\n                  The Company shall pay or reimburse Executive, upon presentment\nof suitable vouchers, for all reasonable business and travel expenses which may\nbe incurred or paid by Executive in connection with his employment hereunder,\nincluding without limitation telephone and facsimile expenses at his home.\nExecutive shall comply with such restrictions and shall keep such records as the\nCompany may deem necessary, as set forth in its written policies.\n\n         5.       OTHER BENEFITS.\n\n                  Executive shall be entitled to such vacations (which shall be\nat least four weeks per annum) and to participate in and receive any other\nbenefits customarily provided by the Company to its senior management personnel\n(including any profit sharing, pension, short and long-term disability\ninsurance, hospital, major medical insurance and group life insurance plans in\naccordance with the terms of such plans) and including stock option and\/or stock\npurchase plans, all as determined from time to time by the Board of Directors of\nBTG. Unused annual vacations in excess of one week may not be carried over to\nother years without the consent of the Chief Executive Officer of BTG.\n\n                  BTG-Israel shall provide Executive with a company car and the\nother benefits provided Israeli employees by BTG-Israel. In addition, BTG-Israel\nshall reimburse to Executive all income taxes paid by Executive in respect of\nBTG-Israel providing Executive with a company car and reimbursing Executive for\nhis telephone and facsimile expenses at his home.\n\n         6.       STOCK OPTIONS.\n\n                  (a) The Company will recommend to the Compensation and Stock\nOption Committee of the BTG Board of Directors (the 'Committee') that Executive\nbe granted a non-qualified stock option, pursuant to a non-qualified stock\noption agreement substantially in the form of Exhibit 6(a) hereto, to purchase\n100,000 shares of BTG Common Stock (the 'Options'), at an exercise price per\nshare equal to the fair market value of BTG Common Stock on the date of grant,\nsuch Options to become exercisable as to 25,000 shares on the first anniversary\ndate of this\n\n                                       -2-\n\n\n\n\n\n\nAgreement and as to an additional 25,000 shares on each successive anniversary\ndate of this Agreement.\n\n                  (b) Any future grant of stock options shall be subject to such\nterms as the Committee in its sole discretion shall specify at the time of\ngrant.\n\n         7.       DUTIES.\n\n                  (a) Executive shall be responsible for the overall management\nof BTG-Israel, shall assist in acquisitions and commercial activities and\nperform such other duties and functions as the Chief Executive Officer of BTG\nshall from time to time determine and Executive shall comply in the performance\nof his duties with the policies of, and be subject to, the direction of the\nBoard of Directors of BTG. If Executive shall be elected or appointed as a\ndirector of BTG or BTG-Israel during the term of this Agreement, he will serve\nin such capacity without further compensation. Executive shall, without further\ncompensation, serve as an executive officer and director of any other subsidiary\nof the Company (collectively the 'subsidiary' or 'subsidiaries') specified by\nthe Chief Executive Officer of BTG and, in the performance of such duties,\nExecutive shall comply with the policies of the Board of Directors of each such\nsubsidiary.\n\n                  (b) Executive agrees to devote his entire working time,\nattention and energies to the performance of the business of the Company and of\nany of its subsidiaries by which he may be employed; and Executive shall not,\ndirectly or indirectly, alone or as a member of any partnership or other\norganization, or as an officer, director or employee of any other corporation,\npartnership or other organization, be actively engaged in or concerned with any\nother duties or pursuits which interfere with the performance of his duties\nhereunder, or which, even if non-interfering, may be, in the reasonable\ndetermination of the Board of Directors of BTG in its sole discretion, inimical,\nor contrary, to the best interests of the Company, except those duties or\npursuits specifically authorized by the BTG Board of Directors. Notwithstanding\nthe foregoing, Executive may remain as a director of Kupat Holim Health\nServices, Dolev Insurance Corporation and Magor Holdings as long as such\nservices do not unreasonably interfere or conflict with Executive's performance\nof his duties hereunder.\n\n                  (c) All fees, compensation or commissions received by\nExecutive during the term of this Agreement for personal services (including,\nbut not limited to, commissions and compensation received as a fiduciary or a\ndirector, and fees for lecturing and teaching) rendered at the request of the\nCompany shall be paid to the Company when received by Executive, except those\nfees that the BTG Board of Directors determines may be kept by Executive. This\nprovision shall not be construed to prevent Executive from investing or trading\nin nonconflicting investments as he sees fit for his own account, including real\nestate, stocks, bonds, securities, commodities or other forms of investments.\n\n\n                                       -3-\n\n\n\n\n\n\n         8.       TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.\n\n                  (a) Executive's employment hereunder may be terminated at any\ntime upon written notice from BTG to Executive:\n\n                  (i) upon the determination by the Board of Directors of BTG\n         that Executive's performance of his duties has not been fully\n         satisfactory for any reason which would not constitute justifiable\n         cause (as hereinafter defined) upon thirty (30) days' prior written\n         notice to Executive; or\n\n                  (ii) upon the determination by the Board of Directors of BTG\n         that there is justifiable cause (as hereinafter defined) for such\n         termination upon ten (10) days' prior written notice to Executive.\n\n                  (b) Executive's employment shall terminate upon:\n\n                  (i)  the death of Executive; or\n\n                  (ii) the 'disability' of Executive (as hereinafter defined\n         pursuant to subsection (c) herein) pursuant to subsection (f) hereof.\n\n                  (c) For the purposes of this Agreement, the term 'disability'\nshall mean the inability of Executive, due to illness, accident or any other\nphysical or mental incapacity, substantially to perform his duties in a normal\nmanner for a period of three (3) consecutive months or for a total of six (6)\nmonths (whether or not consecutive) in any twelve (12) month period during the\nterm of this Agreement as reasonably determined by the Board of Directors of BTG\nafter examination of Executive by an independent physician reasonably acceptable\nto Executive.\n\n                  (d) For the purposes hereof, the term 'justifiable cause'\nshall mean and be limited to: any willful breach by Executive of the performance\nof any of his duties pursuant to this Agreement; Executive's conviction (which,\nthrough lapse of time or otherwise, is not subject to appeal) of any crime or\noffense involving money or other property of the Company or its subsidiaries or\nwhich constitutes a felony in the jurisdiction involved; Executive's performance\nof any act or his failure to act, for which it is determined by independent\ncounsel retained by the Board (which may be counsel for the Company), after due\ninquiry in which Executive is given the opportunity to be heard, that if he were\nprosecuted and convicted, a crime or offense involving money or property of the\nCompany or its subsidiaries, or which would constitute a felony in the\njurisdiction involved, would have occurred; any unauthorized disclosure by\nExecutive to any person, firm or corporation other than the Company, its\nsubsidiaries and its and their directors, officers and employees, of any\nconfidential information or trade secret of the Company or any of its\nsubsidiaries; any attempt by Executive to secure any improper personal profit in\nconnection with the business of the Company\n\n\n                                       -4-\n\n\n\n\n\n\nor any of its subsidiaries; the failure by Executive to devote his full time to\nthe affairs of the Company and its subsidiaries; Executive's pursuit of\nactivities which in the reasonable determination of the Board of Directors of\nBTG are inimical, or contrary, to the best interests of the Company; the\nengaging by Executive in any business other than the business of the Company and\nits subsidiaries which interferes with the performance of his duties hereunder;\nor Executive's repeated and willful failure to follow the instructions of the\nBoard of Directors or the Chief Executive Officer of BTG (other than\ninstructions which are illegal or improper) where such conduct shall not have\nceased or offense cured within 30 days following written warning from the\nCompany. Upon termination of Executive's employment for justifiable cause, this\nAgreement shall terminate immediately and Executive shall not be entitled to any\namounts or benefits hereunder other than such portion of Executive's annual\nsalary as has been accrued through the date of his termination of employment and\nreimbursement of expenses pursuant to Section 4 hereof.\n\n                  (e) If Executive shall die during the term of his employment\nhereunder, this Agreement shall terminate immediately. In such event, the estate\nof Executive shall thereupon be entitled to receive such portion of Executive's\nannual salary as has been accrued through the date of his death and such bonus,\nif any, as the Board of Directors of BTG in its sole discretion may determine to\naward taking into account Executive's contributions to the Company prior to his\ndeath. If Executive's death shall occur while he is on Company business, the\nestate of Executive shall be entitled to receive, in addition to the other\namounts set forth in this subsection (e), an amount equal to one-half his then\nannual salary.\n\n                  (f) Upon Executive's 'disability', the Company shall have the\nright to terminate Executive's employment. Notwithstanding any inability to\nperform his duties, Executive shall be entitled to receive his compensation as\nprovided herein until the termination of his employment for disability. Any\ntermination pursuant to this subsection (f) shall be effective on the date 30\ndays after which Executive shall have received written notice of the Company's\nelection to terminate.\n\n                  (g) Notwithstanding any provision to the contrary contained\nherein, in the event that Executive's employment is terminated by the Company at\nany time for any reason other than justifiable cause, disability or death, or in\nthe event the Company shall fail to renew this Agreement at any time within two\nyears following the effective date of a Change in Control of BTG, the Company\nshall pay to Executive, in full satisfaction and in lieu of any and all other\npayments due and owing to Executive under the terms of this Agreement (other\nthan any payments constituting reimbursement of expenses pursuant to Section 4\nhereof), an amount equal to the greater of (i) one year's salary plus\nExecutive's most recent bonus, if any, or (ii) the product of one month's salary\nplus 1\/12 of Executive's most recently declared bonus multiplied by the number\nof years Executive has been employed by the Company; provided, however, that if\nExecutive's employment is terminated by the Company for any reason other than\njustifiable cause, death or disability prior to the first anniversary of the\nEmployment Date, then the Company shall continue to pay to Executive all amounts\ndue him under this Agreement until the second anniversary of the Employment\nDate.\n\n\n                                       -5-\n\n\n\n\n\nAs used in this Agreement, a 'Change in Control of BTG' shall be deemed to occur\nif (i) there shall be consummated (x) any consolidation or merger of BTG in\nwhich BTG is not the continuing or surviving corporation or pursuant to which\nshares of BTG's Common Stock would be converted into cash, securities or other\nproperty, other than a merger of BTG in which the holders of BTG Common Stock\nimmediately prior to the merger have the same proportionate ownership of common\nstock of the surviving corporation immediately after the merger, or (y) any\nsale, lease, exchange or other transfer (in one transaction or a series of\nrelated transactions) of all, or substantially all, of the assets of BTG, or\n(ii) the stockholders of BTG shall approve any plan or proposal for liquidation\nor dissolution of BTG, or (iii) any person (as such term is used in Sections\n13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the\n'Exchange Act')), shall become the beneficial owner (within the meaning of Rule\n13d-3 under the Exchange Act) of 40% or more of BTG's outstanding Common Stock\nother than pursuant to a plan or arrangement entered into by such person and\nBTG, or (iv) during any period of two consecutive years, individuals who at the\nbeginning of such period constitute the entire Board of Directors of BTG shall\ncease for any reason to constitute a majority thereof unless the election, or\nthe nomination for election by BTG's stockholders, of each new director was\napproved by a vote of at least two-thirds of the directors then still in office\nwho were directors at the beginning of the period.\n\n                  (h) Executive may terminate his employment at any time upon 30\ndays' prior written notice to the Company. Upon Executive's termination of his\nemployment hereunder, this Agreement (other than Sections 8, 10, 11, 12 and 13,\nwhich shall survive) shall terminate immediately. In such event, Executive shall\nbe entitled to receive such portion of Executive's annual salary as has been\naccrued to date. Executive shall be entitled to reimbursement of expenses\npursuant to Section 4 hereof and to participate in the Company's benefit plans\nto the extent participation by former employees is required by law or permitted\nby such plans, with the expense of such participation to be as specified in such\nplans for former employees.\n\n                  (i) Upon termination of Executive's employment for any reason\nother than justifiable cause, Executive shall be entitled to all funds\ncontributed by BTG-ISRAEL on his behalf for 'directors insurance' and Keren\nHishtalmut.\n\n         9.       REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE.\n\n                  (a) Executive represents and warrants that he is free to enter\ninto this Agreement and to perform the duties required hereunder, and that there\nare no employment contracts or under standings, restrictive covenants or other\nrestrictions, whether written or oral, preventing the performance of his duties\nhereunder or requiring him to perform employment, consulting, business related\nor similar duties for any other person.\n\n                  (b) Executive agrees to submit to a medical examination and to\ncooperate and supply such other information and documents as may be required by\nany insurance company in connection\n\n\n                                       -6-\n\n\n\n\n\nwith the Company's obtaining life insurance on the life of Executive, and any\nother type of insurance or fringe benefit as the Company shall determine from\ntime to time to obtain.\n\n         10.      NON-COMPETITION.\n\n                  (a) Executive agrees that during his employment by the Company\nand for a period of one (1) year following the termination of Executive's\nemployment hereunder, other than by reason of the Company's election not to\nrenew this Agreement (the 'Non-Competitive Period'), Executive shall not,\ndirectly or indirectly, as owner, partner, joint venturer, stockholder,\nemployee, broker, agent, principal, trustee, corporate officer, director,\nlicensor, or in any capacity whatsoever engage in, become financially interested\nin, be employed by, render any consultation or business advice with respect to,\nor have any connection with, any business engaged in the research, development,\ntesting, design, manufacture, sale, lease, marketing, utilization or\nexploitation of any products or services which are designed for the same purpose\nas, are similar to, or are otherwise competitive with, products or services of\nthe Company or any of its subsidiaries, in any geographic area where, at the\ntime of the termination of his employment hereunder, the business of the Company\nor any of its subsidiaries was being conducted or was proposed to be conducted\nin any manner whatsoever; provided, however, that Executive may own any\nsecurities of any corporation which is engaged in such business and is publicly\nowned and traded but in an amount not to exceed at any one time one percent (1%)\nof any class of stock or securities of such corporation. In addition, Executive\nshall not, directly or indirectly, request or cause any collaborative partners,\nuniversities, governmental agencies, contracting parties, suppliers or customers\nwith whom the Company or any of its subsidiaries has a business relationship to\ncancel or terminate any such business relationship with the Company or any of\nits subsidiaries or solicit, interfere with or entice from the Company any\nemployee (or former employee) of the Company.\n\n                  (b) If any portion of the restrictions set forth in this\nSection 10 should, for any reason whatsoever, be declared invalid by a court of\ncompetent jurisdiction, the validity or enforceability of the remainder of such\nrestrictions shall not thereby be adversely affected.\n\n                  (c) Executive acknowledges that the Company conducts business\non a world-wide basis, that its sales and marketing prospects are for continued\nexpansion into world markets and that, therefore, the territorial and time\nlimitations set forth in this Section 10 are reasonable and properly required\nfor the adequate protection of the business of the Company and its subsidiaries.\nIn the event any such territorial or time limitation is deemed to be\nunreasonable by a court of competent jurisdiction, Executive agrees to the\nreduction of the territorial or time limitation to the area or period which such\ncourt shall deem reasonable.\n\n                  (d) The existence of any claim or cause of action by Executive\nagainst the Company or any subsidiary shall not constitute a defense to the\nenforcement by the Company or any subsidiary of the foregoing restrictive\ncovenants, but such claim or cause of action shall be litigated separately.\n\n\n                                       -7-\n\n\n\n\n\n\n         11.      INVENTIONS AND DISCOVERIES.\n\n                  (a) Executive shall promptly and fully disclose to the\nCompany, and with all necessary detail for a complete understanding of the same,\nall developments, know-how, discoveries, inventions, improvements, concepts,\nideas, writings, formulae, processes and methods of a financial or other nature\n(whether copyrightable, patentable or otherwise) made, received, conceived,\nacquired or written during working hours, or otherwise, by Executive (whether or\nnot at the request or upon the suggestion of the Company) during the period of\nhis employment with, or rendering of advisory or consulting services to, the\nCompany or any of its subsidiaries, solely or jointly with others, in or\nrelating to any activities of the Company or its subsidiaries known to him as a\nconsequence of his employment or the rendering of advisory and consulting\nservices hereunder (collectively the 'Subject Matter').\n\n                  (b) Executive hereby assigns and transfers, and agrees to\nassign and transfer, to the Company, all his rights, title and interest in and\nto the Subject Matter, and Executive further agrees to deliver to the Company\nany and all drawings, notes, specifications and data relating to the Subject\nMatter, and to execute, acknowledge and deliver all such further papers,\nincluding applications for copyrights or patents, as may be necessary to obtain\ncopyrights and patents for any thereof in any and all countries and to vest\ntitle thereto to the Company. Executive shall assist the Company in obtaining\nsuch copyrights or patents during the term of this Agreement, and any time\nthereafter on reasonable notice and at mutually convenient times, and Executive\nagrees to testify in any prosecution or litigation involving any of the Subject\nMatter; provided, however, that Executive shall be compensated in a timely\nmanner at the rate of $100.00 per hour (with a minimum of $500 per day), plus\nout-of-pocket expenses incurred in rendering such assistance or giving or\npreparing to give such testimony if it is required after termination of his\nemployment hereunder.\n\n         12.      NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.\n\n                  (a) Executive shall not, during the term of this Agreement, or\nat any time following termination of this Agreement, directly or indirectly,\ndisclose, permit to be known or make accessible (other than as is required in\nthe regular course of his duties or is required by law (in which case Executive\nshall give the Company prior written notice of such required disclosure) or with\nthe prior written consent of the Board of Directors of BTG), to any person, firm\nor corporation, any confidential information acquired by him during the course\nof, or as an incident to, his employment or the rendering of his advisory or\nconsulting services hereunder, relating to the Company or any of its\nsubsidiaries, the directors of the Company or its subsidiaries, any client of\nthe Company or any of its subsidiaries, or any corporation, partnership or other\nentity owned or controlled, directly or indirectly, by any of the foregoing, or\nin which any of the foregoing has a beneficial interest, including, but not\nlimited to, the business affairs of each of the foregoing. Such confidential\ninformation shall include, but shall not be limited to, proprietary technology,\ntrade secrets, patented processes, research and development data, know-how,\nmarket studies and forecasts, competitive\n\n\n                                       -8-\n\n\n\n\n\nanalyses, pricing policies, employee lists, personnel policies, the substance of\nagreements with customers and others, marketing or dealership arrangements,\nservicing and training programs and arrangements, customer lists and any other\ndocuments embodying such confidential information. This confidentiality\nobligation shall not apply to any confidential information which thereafter\nbecomes publicly available other than pursuant to a breach of this Section 12(a)\nby Executive.\n\n                  (b) All information and documents relating to the Company and\nits affiliates as hereinabove described (or other business affairs) shall be the\nexclusive property of the Company, and Executive shall use commercially\nreasonable best efforts to prevent any publication or disclosure thereof. Upon\ntermination of Executive's employment with the Company, all documents, records,\nreports, writings and other similar documents containing confidential\ninformation, including copies thereof, then in Executive's possession or control\nshall be returned and left with the Company.\n\n         13.      SPECIFIC PERFORMANCE.\n\n                  Executive agrees that if he breaches, or threatens to commit a\nbreach of, any of the provisions of Sections 10, 11 or 12 (the 'Restrictive\nCovenants'), the Company shall have, in addition to, and not in lieu of, any\nother rights and remedies available to the Company under law and in equity, the\nright to have the Restrictive Covenants specifically enforced by any court of\ncompetent jurisdiction, it being agreed that any breach or threatened breach of\nthe Restrictive Covenants would cause irreparable injury to the Company and that\nmoney damages would not provide an adequate remedy to the Company.\nNotwithstanding the foregoing, nothing herein shall constitute a waiver by\nExecutive of his right to contest whether a breach or threatened breach of any\nRestrictive Covenant has occurred.\n\n         14.      AMENDMENT OR ALTERATION.\n\n                  No amendment or alteration of the terms of this Agreement\nshall be valid unless made in writing and signed by both of the parties hereto.\n\n         15.      GOVERNING LAW.\n\n                  This Agreement shall be governed by the laws of the State of\nNew Jersey applicable to agreements made and to be performed therein.\n\n         16.      REIMBURSEMENT OF EXPENSES.\n\n                  In the event the Company or Executive brings an action to\nenforce any provision of this Agreement, such action is brought in the United\nStates and Executive is the prevailing party in such action, then, in addition\nto all amounts Executive is otherwise due hereunder, the Company\n\n\n                                       -9-\n\n\n\n\n\n\n\nshall reimburse Executive for 50% (100% in the case of an action brought by the\nCompany) of his reasonable out-of-pocket legal fees and expenses incurred in\nconnection with such action.\n\n         17.      SEVERABILITY.\n\n                  The holding of any provision of this Agreement to be invalid\nor unenforceable by a court of competent jurisdiction shall not affect any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n         18.      NOTICES.\n\n                  Any notices required or permitted to be given hereunder shall\nbe sufficient if in writing, and if delivered by hand, or sent by certified\nmail, return receipt requested, to the addresses set forth above or such other\naddress as either party may from time to time designate in writing to the other,\nand shall be deemed given as of the date of the delivery or mailing.\n\n         19.      WAIVER OR BREACH.\n\n                  It is agreed that a waiver by either party of a breach of any\nprovision of this Agreement shall not operate, or be construed, as a waiver of\nany subsequent breach by that same party.\n\n         20.      ENTIRE AGREEMENT AND BINDING EFFECT.\n\n                  This Agreement contains the entire agreement of the parties\nwith respect to the subject matter hereof, shall be binding upon and inure to\nthe benefit of the parties hereto and their respective legal representatives,\nheirs, distributors, successors and assigns. Notwithstanding the foregoing, all\nprior agreements between Executive and the Company relating to the\nconfidentiality of information, trade secrets, patents and stock options shall\nnot be affected by this Agreement.\n\n         21.      SURVIVAL.\n\n                  The termination of Executive's employment hereunder or the\nexpiration of this Agreement shall not affect the enforceability of Sections 8,\n10, 11, 12 and 13 hereof.\n\n         22.      FURTHER ASSURANCES.\n\n                  The parties agree to execute and deliver all such further\ndocuments, agreements and instruments and take such other and further action as\nmay be necessary or appropriate to carry out the purposes and intent of this\nAgreement.\n\n\n                                      -10-\n\n\n\n\n\n\n\n\n         23.      HEADINGS.\n\n                  The Section headings appearing in this Agreement are for the\npurposes of easy reference and shall not be considered a part of this Agreement\nor in any way modify, demand or affect its provisions.\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                      -11-\n\n\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement as of the date and year first above written.\n\n                                     BIO-TECHNOLOGY GENERAL CORP.\n\n                                     By: \/s\/ Sim Fass\n                                         -----------------------------------\n\n\n                                     BIO-TECHNOLOGY GENERAL (ISRAEL) LTD.\n\n                                     By: \/s\/\n                                         -----------------------------------\n\n\n                                        \/s\/ Eli Admoni\n                                     ---------------------------------------\n                                     Eli Admoni\n\n\n\n                                      -12-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9544],"class_list":["post-38975","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38975","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38975"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38975"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38975"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38975"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}