AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended And Restated Executive Employment Agreement (“ Agreement ”), originally made by and between Bionovo, Inc. (the “ Company ”) and Mary Tagliaferri (“ Executive ”), effective as of January 1, 2008 (the “ Effective Date ”), is hereby amended and restated in its entirety effective as of January 1, 2008 to read as follows:

Whereas , Executive is currently employed by the Company as its President, Chief Medical Officer and Chief Regulatory Officer;

Whereas , Executive’s prior employment agreement with the Company, dated July 1, 2004, expired as of July 1, 2007; and

Whereas , the Company desires to continue to employ Executive as its President, Chief Medical Officer and Chief Regulatory Officer, and Executive is willing to continue such employment by the Company, on the terms and subject to the conditions set forth in this Agreement.

Now, Therefore , in consideration of the mutual promises and subject to the terms and conditions set forth herein, the parties hereto agree as follows:

Executive agrees to be employed by and to serve the Company as its President, Chief Medical Officer and Chief Regulatory Officer, and the Company agrees to employ Executive in such capacities.  Executive shall have the powers and shall perform the services and duties that are customarily associated with these positions.  Executive agrees to devote substantially all of Executive’s time, energy and ability to the business of the Company.  Executive may devote such time that Executive deems appropriate for managing Executive’s own investment portfolio and may with the approval of the Board of Directors of the Company (the “ Board ”) be a member of the board of directors of a for-profit company, non-profit, civic or charitable organizations so long as such service does not materially interfere or conflict with Executive’s duties hereunder.  Executive shall perform the duties assigned to Executive to the best of Executive’s ability and in the best interests of Company.  Executive will report to, be responsible to and obey the lawful directives of the Board.  Executive shall be based in Emeryville, California, except for required travel on the Company’s business.

In consideration of Executive’s employment, and except as otherwise provided herein, Executive shall receive from the Company the compensation and benefits described in this Section 2.  Executive authorizes the Company to deduct and withhold from all compensation paid to Executive any and all sums required to be deducted or withheld by the Company pursuant to the provisions of any federal, state, or local law, regulation, ruling, or ordinance, including, but not limited to, income tax withholding and payroll taxes.

2.1    Base Salary.   Subject to the terms and conditions set forth herein, the Company agrees to pay Executive an annual base salary equal to Three Hundred Seventy-Five Thousand Dollars ($375,000), less standard payroll deductions and withholdings, payable on the Company’s regular payroll schedule (as may be adjusted pursuant to this Agreement from time to time, the “ Base Salary ”).  The Company agrees that Executive’s base salary will be reviewed annually by the Board and, if appropriate (as determined by the Board in its sole discretion), will be increased therefrom.

2.2    Bonus.   Executive shall be eligible to earn a bonus for each calendar year in an amount up to forty percent (40%) of Executive’s Base Salary.  Whether Executive receives any such bonus, and the amount of any such bonus, shall be determined by the Board (or a committee thereof) in its sole discretion, based upon its evaluation of Executive’s performance and the performance of the Company during the year, and such other factors and conditions as the Board (or a committee thereof) deems relevant.  Any such bonus shall be payable within the first sixty (60) days of the calendar year immediately following the year for which the bonus has been awarded.  Bonuses are not deemed earned and payable unless Executive is employed by the Company on the payment date.  Accordingly, Executive will not earn any bonus (including a prorated bonus) for the year if Executive’s employment terminates for any reason before any bonus is paid.

2.3    Equity.   Executive shall be eligible for additional equity grants in the future from time to time as shall be determined by the Board (or a committee thereof) in its sole discretion, and subject to such vesting, exercisability, and other provisions as the Board (or a committee thereof) may determine in its sole discretion.

2.4    Paid Time Off.   Executive shall be entitled to accrue four (4) weeks of paid vacation during each calendar year, prorated for partial years.  Any accrued vacation not taken during the year may be carried forward to subsequent years; provided that Executive may not accrue more than ten (10) weeks of unused vacation at any time.  Executive will be eligible for twenty (20) sick days per calendar year.  Sick days will not be carried over to the following year, nor will they be paid out upon termination.

2.5    Automobile.   The Company will pay for Executive’s leased vehicle in an amount not to exceed Seven Hundred Fifty Dollars ($750) per month.

2.6    Other Benefits.   Executive shall be eligible to participate in such of the Company’s benefit plans as may be made available to executives of the Company, including, without limitation, health plans, dental plans, vision plans and retirement plans (if any), subject to the terms and conditions of such plans.  With respect to life insurance, the Company shall pay Executive’s premiums for up to $1,000,000 in coverage, with Executive responsible for paying the premiums for any coverage over that amount.

2.7    Reimbursement for Expenses.   The Company shall reimburse Executive for all reasonable out-of-pocket business expenses incurred by Executive for the purpose of and in connection with the performance of her services pursuant to this Agreement.  Executive shall be entitled to such reimbursement upon the presentation by Executive to the Company of vouchers or other statements itemizing such expenses in reasonable detail consistent with the Company’s policies.

3.1    Termination.   Either the Company or Executive may terminate Executive’s employment at any time, with or without Cause or Good Reason, subject to the terms and conditions set forth herein.

3.2    Compensation and Benefits upon Termination.   Upon the termination of Executive’s employment for any reason, the Company shall pay Executive all of Executive’s accrued and unused vacation and unpaid Base Salary earned through Executive’s last day of employment (the “ Separation Date ”).

3.3    Termination for Cause.   The Company shall be entitled to terminate Executive’s employment for Cause (as defined herein) immediately upon written notice to Executive.  In that event, the Company shall pay Executive the compensation set forth in Section 3.2 of this Agreement, and Executive shall not be entitled to any further compensation from the Company, including severance benefits.

3.4    Termination Without Cause.   The Company shall be entitled to terminate Executive’s employment without Cause (as defined herein) immediately upon written notice to Executive.  In that event, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits:

(a)    Severance Payments.   The Company shall pay Executive severance in an amount equal to (i) One year of Executive’s Base Salary, plus (ii) an amount equal to Executive’s target bonus for the year, prorated for the number of months during the calendar year that Executive was actually employed by the Company.  This amount shall be paid in substantially equal installments on the Company’s regular payroll schedule (subject to standard deductions and withholdings) over the twelve (12) month period following the Separation Date; provided, however, that no payments will be made prior to the effective date of the release referenced in Section 3.8 below.  On the first payroll date following the effective date of the release, the Company will pay Executive the payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay in the effectiveness of the release, with the balance of the cash severance being paid as originally scheduled.  Each such installment will be deemed a separate “payment” for purposes of Section 409A of the Internal Revenue Code.

(b)    COBRA Payments.   If Executive timely elects continued coverage under COBRA, then the Company shall pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for herself and her eligible dependents on the Separation Date for a period of twelve (12) months following the Separation Date, provided that such COBRA reimbursement shall terminate on such earlier date as Executive is no longer eligible for COBRA coverage.

(c)    Termination Without Cause Following a Change in Control.   If the Company terminates Executive’s employment without Cause on or within twelve (12) months after the effective date of a Change in Control (as defined herein), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then Executive shall receive the severance payments set forth in Section 3.4(a) and (b), on the schedules set forth in those Sections, provided, however, that the target bonus amount described in Section 3.4(a) shall not be prorated, and therefore Executive shall receive an amount equal to Executive’s target bonus for the year in which Executive’s employment is terminated.   Additionally, the Company shall accelerate the vesting of any unvested shares subject to any stock options granted to Executive after the Effective Date such that all shares shall be deemed fully vested and exercisable as of Executive’s last day of employment.

3.5    Termination upon Death or Disability.   The Agreement shall terminate immediately upon Executive’s death or Disability (as defined herein).  In that event, the Company shall pay Executive the compensation set forth in Section 3.2 of this Agreement, and Executive shall not be entitled to any further compensation from the Company, including severance benefits.

3.6    Resignation Without Good Reason.   Executive shall be entitled to resign without Good