Dated this 10
th day of November, 2006
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Dr. Silvia Noiman
Identity no. 13647730
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Residing at 12
Kibush Ha’avoda Street, Hertzliya, Israel
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(“Silvia
Noiman”)
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EPIX
Pharmaceuticals Ltd. Identity no. 512864307
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Located at
S.A.P. Building, 3 Hayetzira St., Ramat-Gan, Israel
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(“EPIX
Pharmaceuticals Ltd. / the Company ”)
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of the second part
Whereas
Silvia Noiman was
employed by EPIX Pharmaceutical Ltd.(formerly known as Predix
Pharmaceuticals, Ltd.) as of November 1st, 2000 following an
employment agreement dated October 31st, 2000(the “
Employment Agreement ”); and
Whereas , the parties have reached an agreement
regarding the termination of Silvia Noiman employment with
the Company according to the terms and conditions expressly
provided herein, in this release agreement (the “ Release
Agreement ”); and
Whereas , the parties agree that such Release Agreement
shall constitute a final settlement between the parties in regards
to Silvia Noiman employment and/or termination of employment
with EPIX Pharmaceuticals Ltd. thereof;
Now,
therefore, it is hereby
declared, covenanted and agreed between the parties as
follows:
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1.
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The
preamble to this Release Agreement constitutes an integral part
hereof.
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2.
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As
of November 10th, 2006 (the “ Termination Date
”) — Silvia Noiman employment with the Company
shall cease, and the employee-employer relationships and Employment
Agreement with the Company shall be terminated.
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3.
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Notice period
: The period commencing
on October 26, 2006 and until Termination Date — shall
be considered as a prior notice period for termination (the:
“ Prior Notice Period ”). During the Prior
Notice Period Silvia Noiman shall remain an employee of the
Company and continue to perform her services and obligations,
unless otherwise instructed by the Company, and the Company shall
pay Silvia Noiman her regular salary and all other social
benefits as proscribed under the Employment Agreement.
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4.
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Options :
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4.1.
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Until Termination Date, and within
90 (Ninety) days after Termination Date, Silvia Noiman shall
be entitled to exercise all of her vested options to purchase
Common Stock of EPIX Pharmaceuticals, Inc. which were granted to
Silvia Noiman in accordance with any and all option
agreements entered into between Silvia Noiman and the
Company during Silvia Noiman’s employment with the
Company (the “Options”). Options, which shall vest
during the period as of the date of this Release Agreement and
until Termination Date, may be exercised by Silvia Noiman
within 90 (Ninety) days after Termination Date. For the avoidance
of doubt, after such period - unexercised Options will immediately
expire and terminate, and thereafter, Silvia Noiman shall no
longer have any right to exercise such remaining unexercised
Options.
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4.2.
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All
Options granted pursuant to the Predix 2003 Stock Incentive Plan
that are not vested as of the Termination Date shall automatically
become vested Options on that date and will be immediately
exercisable. The following summarizes all granted Options pursuant
to the Predix 2003 Stock Incentive Plan to purchase Common Stock of
EPIX Pharmaceuticals, Inc. held by Silvia Noiman that have
not been exercised as of the date of this Release Agreement and
that shall vest as of the Termination Date:
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Vested as of
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Grant
Date
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Granted
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Price
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Currently Vested
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Currently Unvested
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Termination Date
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22
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$
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0.98
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22
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0
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22
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5,045
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$
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2.18
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5,045
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0
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5,045
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10,527
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$
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2.18
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7,895
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2,632
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10,527
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3,214
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$
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2.18
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1,807
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1,407
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3,214
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95,293
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$
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0.98
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95,293
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0
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95,293
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30,554
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$
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0.98
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30,554
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0
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30,554
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74,092
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$
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0.98
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32,415
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41,677
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74,092
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11,141
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$
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1.74
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3,481
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7,660
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11,141
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24,800
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$
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3.62
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4,650
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20,150
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24,800
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The exercise of
any Options shall be subject to the terms of Sections 4.1 and
5 of this Release Agreement.
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4.3.
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Except specified in this
Section 4 of this Release Agreement, the terms and conditions
of any and all other stock option agreements entered into between
Silvia Noiman and the Company during Silvia
Noiman’s employment with the Company are not modified in
any way and remain subject to the terms of the Predix 2003 Stock
Incentive Plan or the Amended and Restated 1992 Equity Incentive
Plan, respectively, or any applicable predecessor or successor
plans. For the avoidance of doubt, the vesting of all Options
granted under the Amended and Restated 1992 Equity Incentive Plan
shall not be accelerated hereunder and shall terminate on the
Termination Date, and all such unvested Options on the Termination
Date shall be forfeited pursuant to their terms.
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5.
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Acknowledgement of Prior
Agreement .
Silvia Noiman hereby acknowledges and declares that on or
about October 31, 2000, Silvia Noiman and the Company
entered into an Employment Agreement, as amended, a copy of which
is attached as Exhibit A . Silvia Noiman further
acknowledge and declares that certain obligations set forth in that
Employment Agreement will survive the termination of her employment
with the Company, including but not limited to the obligations set
forth in Section 8 (Proprietary Rights and Information),
Section 9 (Secrecy and Nondisclosure) and Section 10
(Non-Competition). Continued Compliances by Silvia Noiman
with the foregoing obligations shall be a condition to the exercise
of any Options pursuant to Section 4 above and the receipt of
any payments pursuant to Section 6.4 below.
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6.
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Final accounting
: Upon termination Date,
the parties will prepare a final accounting, pursuant to which the
Company shall:
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6.1.
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Convey to Silvia Noiman a
letter, addressed to Kali Insurance, the insurance company,
instructing that all sums acc
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