EXECUTIVE EMPLOYMENT AGREEMENT

Term . The initial term of Executive’s employment under this Agreement shall be for the period commencing on the Effective Date and ending, subject to earlier termination as set forth in Section 6, on the third anniversary of the Effective Date (the “Employment Term”).  The Employment Term shall automatically renew for an additional one (1) year period unless a notice of non-renewal is delivered by either party no later than 120 days prior to the expiration of the Employment Term.

Employment .  During the Employment Term:

Executive will serve as the Executive Vice President, Chief Financial Officer of the Company, as well as the principal financial officer for SEC reporting purposes, and shall report directly to the Chief Executive Officer of the Company (the “CEO”).  Executive shall perform the duties, undertake the responsibilities, and exercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company.  If, at any time, Executive is elected as a director of the Company or as a director or officer of any of the Company’s subsidiaries, Executive will fulfill Executive’s duties as such director or officer without additional compensation.

Executive shall devote his full-time business attention to the business and affairs of the Company. Executive may serve on up to two outside corporate boards or committees, subject to the approval of the CEO and the Board of Directors.  Executive may also serve on civil or charitable boards or committees as long as such service does not interfere with the performance of his responsibilities hereunder and subject to the Company's code of conduct and other applicable policies as in effect from time to time.  Executive may manage personal and family investments and affairs, participate in industry organizations and deliver lectures at educational institutions, so long as such activities do not interfere with the performance of Executive’s responsibilities hereunder.

Executive shall be subject to and shall abide by each of the Company’s personnel policies applicable and communicated in writing to senior executives.

Annual Compensation .

Base Salary . The Company agrees to pay or cause to be paid to Executive during the Employment Term a base salary at the rate of $600,000 per annum or such increased amount as the Board may from time to time determine (hereinafter referred to as the “Base Salary”). Such Base Salary shall be payable in accordance with the Company’s customary practices applicable to its executives, but no less frequently than monthly.  Such Base Salary shall be reviewed at least annually by the Board or by the Compensation Committee of the Board (the “Committee”), with consideration given to recommendations by the CEO, and may be increased in the sole discretion of the Committee, but in no event shall it be decreased without Executive’s express written consent.

Incentive Compensation .  For each fiscal year of the Company ending during the Employment Term, beginning with the 2009 fiscal year, Executive shall be eligible to receive a target annual cash bonus of 55% of the Base Salary (such target bonus, as may hereafter be increased, the “Target Bonus”) with the opportunity to receive a maximum annual cash bonus of 200% of the Base Salary, as recommended in good faith by the CEO and approved by the Committee in its sole discretion, if the Company and Executive achieve certain performance targets set by the Committee.  Such annual cash bonus (“Incentive Compensation”) shall be paid in no event later than the 15th day of the third month following the end of the taxable year (of the Company or Executive, whichever is later) in which the performance targets have been achieved.  Notwithstanding the foregoing, Executive’s total 2009 Incentive Compensation will not be prorated based on Executive’s partial year of employment (i.e., it will be determined as if Executive had been employed by the Company, and received Base Salary, for the entire 2009 calendar year).

Equity Compensation Plans .  To the extent the Company determines to award stock options, restricted stock units or other similar consideration to management personnel based upon duration of employment, status as an officer of the Company or achievement of performance targets, or any combination of the foregoing, Executive shall be permitted to participate in such programs.  For each fiscal year or part thereof during the Employment Term, Executive shall be eligible to receive equity-based compensation in an amount equal up to two hundred percent (200%) of the Base Salary for such fiscal year (or such lesser (including zero) or greater percent of the Salary for such fiscal year as is recommended in good faith to the Committee by the CEO and approved by the Committee)  All such equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and agreements, and in all cases shall be as determined by the Committee; provided , however , that such terms and conditions shall be no less favorable to Executive than the terms and conditions applicable to other Executive Vice Presidents (excluding the terms and conditions

Sign-On Compensation and Benefits .

Initial Stock Option Grant .  Effective as of the Effective Date, the Company shall grant Executive stock options to purchase 80,000 shares of Company stock (the "Initial Stock Options"), with an exercise price equal to the closing market price on the Effective Date.  Such initial grant of stock options shall vest ratably over a four-year period, 25% on each anniversary of the date of grant, provided Executive is employed on such dates by the Company.  All such stock options shall be granted outside of the Company's 2007 Stock Incentive Plan but shall be subject to the terms and conditions of the Company’s 2007 Stock Incentive Plan and applicable award agreement attached as Exhibit A hereto.  Within 30 days following the Effective Date, the Company shall file with the Securities and Exchange Commission a registration statement on Form S-8 with respect to all shares of Company stock issuable pursuant to the Initial Stock Options and shall cause such registration statement to remain in effect for so long as the Initial Stock Options remain outstanding.

Initial Restricted Stock Unit Grant .  Effective as of the Effective Date, the Company shall grant Executive 43,500 restricted stock units (the "Initial RSUs").  Such initial grant of restricted stock units shall vest ratably over a four-year period, 25% on each anniversary of the date of grant, provided Executive is employed on such dates by the Company.  All such restricted stock units shall be granted outside of the Company's 2007 Stock Incentive Plan but shall be subject to the terms and conditions of the Company’s 2007 Stock Incentive Plan and applicable award agreement attached as Exhibit B hereto.  Within 30 days following the Effective Date, the Company shall file with the Securities and Exchange Commission a registration statement on Form S-8 with respect to all shares of Company stock issuable pursuant to the Initial RSU grant and shall cause such registration statement to remain in effect for so long as the Initial RSUs remain outstanding.

Sign-On Bonuses .  On the first regular payroll period payment date following the Effective Date, the Company shall pay Executive a sign-on cash bonus of $225,000.  The Company is required to withhold tax at the time of payment of this bonus.  If Executive’s employment with the Company is terminated by the Company for Cause (as described in Section 6(c)), or by Executive without Good Reason (as described in Section 6(f)), within 18 months of the Effective Date, Executive must repay to the Company the full amount of the sign-on cash bonus. Any such repayment must be made within 90 days of such termination.

Other Benefits .

Employee Benefits . During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to employees generally, including, without limitation, all pension, retirement, profit sharing, savings, medical, hospitalization, disability, dental, life or travel accident insurance benefit plans, to the extent Executive is eligible under the terms of such plans.  Executive’s participation in such plans, practices and programs shall be on the same basis and terms as are applicable to employees of the Company generally.

Executive Benefits . During the Employment Term, Executive shall be entitled to participate in all executive benefit or incentive compensation plans now maintained or hereafter established by the Company for the purpose of providing compensation and/or benefits to other senior executives of the Company including, but not limited to, the Company’s deferred compensation plans and any supplemental retirement, deferred compensation, supplemental medical or life insurance or other bonus or incentive compensation plans. Unless otherwise provided herein, Executive’s participation in such plans shall be on the same basis and terms, as other senior executives of the Company.  No additional compensation provided under any of such plans shall be deemed to modify or otherwise affect the terms of this Agreement or any of Executive’s entitlements hereunder.

Fringe Benefits and Perquisites .  During the Employment Term, Executive shall be entitled to all fringe benefits and perquisites generally made available by the Company to its senior executives, on terms and conditions that are no less favorable to Executive than those that apply to other senior executives of the Company; provided, however, that in lieu of financial counseling benefits provided to other senior executives, Executive may elect to utilize the services of a personal financial counselor selected by Executive and, if so elected, the Company shall reimburse Executive for the reasonable costs incurred by the Executive in using such counselor up to the maximum costs that the Company would have incurred had Executive elected to use the Company-provided financial counseling services.  For the avoidance of doubt, Executive shall not be entitled to any excise tax gross-up under Section 280G or Section 4999 of the Internal Revenue Code (or any successor provision) or any other tax gross-up.

Business Expenses . Upon submission of proper invoices in accordance with the Company’s normal procedures, Executive shall be entitled to receive prompt reimbursement of all reasonable out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder and otherwise incurred in accordance with the Company’s travel and entertainment policy in effect from time to time.  Such reimbursement shall be made as soon as practicable and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred.

Office and Facilities .  During the Employment Term, Executive shall be provided with an appropriate office at the Company’s headquarters, with such secretarial and other support facilities as are commensurate with Executive’s status with the Company, which facilities shall be adequate for the performance of Executive’s duties hereunder.  Notwithstanding the foregoing, Executive shall be permitted, from time to time and to the extent reasonably requested by Executive, to perform his duties hereunder at a location other than at the Company's headquarters, providing that doing so does not reasonably interfere with the performance of Executive's responsibilities hereunder.

Motor Vehicle Allowance .  As of the Effective Date, Executive will be entitled to use of an automobile, and a replacement thereof, mutually acceptable to Executive and the Company, at least every three (3) fiscal years after the Effective Date during the Employment Term.  The Company will reimburse Executive for all operating expenses relating thereto upon Executive’s submission of appropriate documentation as set forth in Section 5(d).  Notwithstanding the above, in lieu of receiving use of an automobile, Executive may elect to use a car service to transport Executive between the Company's headquarters and any airport, train station or temporary lodging that Executive uses in connection with his working at Company headquarters and, if so elected, the Company shall reimburse Executive for such reasonable costs incurred by the Executive in using such car service up to $22,000 per calendar year (pro-rated for partial calendar years, as applicable).  The Company will determine the actual value, if any, of Executive’s non-business use of such automobile or car service and will furnish Executive with a W-2 Wage and Tax Statement to be included in Executive’s income tax returns, in accordance with prevailing Internal Revenue Service regulations.

Vacation and Sick Leave .  Executive shall be entitled, without loss of pay, to absent himself voluntarily from the performance of Executive’s employment under this Agreement, pursuant to the following:

Executive shall be entitled to annual vacation in accordance with the vacation policies of the Company as in effect from time to time, which shall in no event be less than four weeks per year;  vacation must be taken at such time or times as approved by the CEO; and

Executive shall be entitled to sick leave (without loss of pay) in accordance with the Company’s policies as in effect from time to time.

Termination . The Employment Term and Executive's employment hereunder may be terminated under the circumstances set forth below; provided, however, that notwithstanding anything contained herein to the contrary, Executive shall not have any duties or responsibilities to the Company after Executive's termination of employment during the Employment Term or upon expiration of the Employment Term that would

Disability . The Company may terminate Executive’s employment, on written notice to Executive after having reasonably established Executive’s Disability. For purposes of this Agreement, Executive will be deemed to have a “Disability” if, as a result of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, Executive is unable to perform the core functions of Executive’s position (with or without reasonable accommodation) or is receiving income replacement benefits for a period of three months or more under an accident and health plan covering employees of the Company.  Executive shall be entitled to the compensation and benefits provided for under this Agreement for any period prior to Executive’s termination by reason of Disability during which Executive is unable to work due to a physical or mental infirmity in accordance with the Company’s policies for similarly-situated executives.

Death .  Executive’s employment shall be terminated as of the date of Executive’s death.

Cause .  The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause, effective as of the date of such notice.  “Cause” shall mean, for purposes of this Agreement:  (a) the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (b) the criminal felony indictment of Executive by a court of competent jurisdiction; (c) the engagement by Executive in misconduct that has caused, or is reasonably likely to cause, material harm (financial or otherwise) to the Company; such harm may be caused by, without limitation, (i) the disclosure of material secret or Confidential Information (as defined in Section 11(d)) of the Company or any of its subsidiaries, if any, (ii) the debarment of the Company or any of its subsidiaries, if any, by the U.S. Food and Drug Administration or any successor agency (the “FDA”), or (iii) the registration of the Company or any of its subsidiaries, if any, with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (d) the debarment of Executive by the FDA, (e) the continued material breach by Executive of this Agreement, or (f) Executive makes, or is found to have made, a knowingly false certification relating to the Company's financial statements.  Notwithstanding the foregoing, prior to having “Cause” for Executive’s termination (other than as described in clauses (b) and (d) thereof), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause, and the Executive must have failed to cure such conduct (if  curable) within fifteen (15) days after such demand.

Without Cause .  The Company may terminate Executive’s employment other than for Cause, Disability or death.  The Company shall deliver to Executive a Notice of Termination (as defined in Section 7 below) not less than thirty (30) days prior to the termination of Executive’s employment other than for Cause, Disability or death, and the Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period.

Good Reason .  Executive may terminate employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination (as defined in Section 7 below) not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period.  For purposes of this Agreement, “Good Reason” means any of the following:  (a) a material diminution in Executive’s salary or benefits; (b) a material diminution, without Executive’s written consent, of his position, responsibilities, duties or authorities from those in effect immediately following the Effective Date; (c) any change in reporting structure such that Executive is required to report to someone other than the CEO or the Board of Directors of the Company; (d) the Company changing its headquarters to a location that results in a one-way commute that is on average greater than two hours and forty-five minutes from Executive’s current residence in New York, New York; (e) any material breach by the Company of its obligations under this Agreement (including, without limitation, Section 5); or (f) a Change of Control before November 2, 2009 that involves any acquisition of a majority interest in the Company (or its operating assets) by any entity listed as a peer group member on Appendix B of the proxy filing (on SEC Form DEF 14A) for Pfizer, Inc. dated as March 15, 2007, or any of such entities’ majority-owned subsidiaries.  Executive shall provide notice of the existence of the Good Reason condition within ninety (90) days of the date Executive learns of the condition, and the Company shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder.

Without Good Reason .  Executive may voluntarily terminate Executive’s employment without Good Reason by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment and the Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period.

Notice of Termination . Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that indicates a termination date, the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for

Compensation Upon Termination . Upon termination of Executive’s employment during the Employment Term (or, to the extent explicitly provided for in Sections 8(f) and 8(g) below, upon expiration of the Employment Term), Executive shall be entitled to the following benefits:

Termination by the Company for Cause or by Executive Without Good Reason . If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits:

any accrued and unpaid Base Salary;

any  Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date;

reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date;

any accrued and unpaid vacation pay;

any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and

any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.

Termination by the Company for Disability . If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive:

the Accrued Compensation; and

an amount equal to the product of (A) the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount shall be determined based on the Company’s actual performance for such year relative to the Company performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied either to senior executives of the Company generally for the applicable performance period or in accordance with the Company's historical past practice), and (B) a fraction (x) the numerator of which is the number of days in such fiscal year through termination date and (y) the denominator of which is 365; such amount (the “Pro-Rata Bonus”) shall be payable in a cash lump sum payment at the time such bonus or incentive awards are payable to other participants (but no later than March 15 of the following calendar year).

Termination By Reason of Death . If Executive’s employment is terminated by reason of Executive’s death, the Company shall pay Executive’s beneficiaries

the Accrued Compensation, and

the Pro-Rata Bonus.

Termination by the Company Other Than for Cause, Disability or Death, or by Executive with Good Reason, Other Than in Connection with a Change of Control .  If Executive’s employment by the Company shall be terminated by the Company other than for Cause, Disability or death, or by Executive with Good Reason, in any such case either prior to a Change of Control or more than twenty-four (24) months following a Change of Control, then, subject to Section 16(g) of this Agreement, Executive shall be entitled to the benefits provided in this Section 8(d):

the Company shall pay to Executive the Accrued Compensation;

the Company shall pay to Executive the Pro-Rata Bonus;

the Company shall pay to Executive as severance pay and in lieu of any further Base Salary or other compensation or benefits not described in clauses (i), (ii), (iv) or (v) for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), equal to two (2) times the sum of (A) Executive’s Base Salary and (B) the Target Bonus; and

accelerated vesting, non forfeitability and exercisability, as of the termination date, of the portion of the Initial Stock Options and the Initial RSUs that would have vested had Executive remained employed by the Company for an additional two years following Executive's termination date, and the Initial Stock Options shall remain exercisable in accordance with its terms; and

the Company shall provide Executive and Executive's dependents with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible.  After such two-year period, Executive and Executive's dependents who are qualified beneficiaries shall be entitled, at Executive’s election and cost, to eighteen (18) months of continuation coverage at COBRA rates.

Termination by the Company Other Than for Cause, Disability or Death, or by Executive with Good Reason Following a Change of Control . If Executive’s employment by the Company shall be terminated by the Company other than for Cause, Disability or death, or by Executive with Good Reason, in any such case within twenty-four (24) months following a Change of Control, then in lieu of the amounts due under Section 8(d) above and subject to the requirements of Section 16(g) of this Agreement, Executive shall be entitled to the benefits provided in this
Section 8(e):

the Company shall pay Executive any Accrued Compensation;

the Company shall pay Executive any Pro-Rata Bonus;

the Company shall pay Executive as severance pay and in lieu of any further Base Salary or other compensation and benefits, not described in clauses (i), (ii), (iv) or (v) for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), equal to two (2) times the sum of (A) Executive’s Base Salary and (B) the Target Bonus; and

the Company shall provide Executive and Executive's dependents with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible.  After such two-year period, Executive and Executive's dependents who are qualified beneficiaries shall be entitled, at Executive’s election and cost, to eighteen (18) months of continuation coverage at COBRA rates.

Expiration of Employment Term After Notice of Non-Renewal by the Company . If the Employment Term ends after the Company delivers a notice of non-renewal (as described in Section 1), or upon expiration of Employment Term in 2013, and in either case, Executive terminates employment upon expiration of the Employment Term, Executive shall be entitled to the benefits provided in this Section 8(f):

the Company shall pay Executive any Accrued Compensation;

the Company shall pay to Executive a Pro-Rata Bonus; and

full vesting, non-forfeitability and exercisability, as of the termination date, of the grants and bonuses described in Section 4 hereof.

Expiration of Employment Term After Notice of Non-Renewal by Executive; Expiration in 2013 . If the Employment Term ends (x) by reason of Executive having delivered a notice of non-renewal (as described in Section 1) or (y) upon expiration of the Employment Term in 2013, and in either case, Executive terminates employment upon expiration of the Employment Term, Executive shall be entitled to the benefits provided in this Section 8(g):

the Company shall pay Executive any Accrued Compensation;

the Company shall pay to Executive a Pro-Rata Bonus.

No Mitigation .  Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise and, except as provided in Sections 8(d)(v) and 8(e)(iv) above, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

Change of Control .

“Change of Control” means and shall be deemed to have occurred upon the first of the following events to occur:

Any “Person” (as defined below) is or becomes the “beneficial owner” (“Beneficial Owner”) within the meaning set forth in Rule 13d 3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its “Affiliates” (as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in (i) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining