Release Agreement

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This Release Agreement involves

EPIX PHARMACEUTICALS, INC.

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Title: Release Agreement
Date: 11/13/2006
Industry: BIOTRX

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exv10w1

Exhibit 10.1

Release Agreement

Dated this 10^th day of November, 2006


Between:		*Dr. Silvia Noiman* Identity no. 13647730
		Residing at 12 Kibush Ha’avoda Street, Hertzliya, Israel
		(“Silvia Noiman”)

of the first part

And between:		*EPIX Pharmaceuticals Ltd.* Identity no. 512864307
		Located at S.A.P. Building, 3 Hayetzira St., Ramat-Gan, Israel
		(“EPIX Pharmaceuticals Ltd. / the Company”)

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:

1.		The preamble to this Release Agreement constitutes an integral part hereof.

2.		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.

3.		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.

4.		Options:

	4.1.		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.

	4.2.		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:


									Vested as of
Grant Date	Granted		Price		Currently Vested		Currently Unvested		Termination Date
9/23/2004		22	$	0.98		22		0		22
8/11/2003		5,045	$	2.18		5,045		0		5,045
8/11/2003		10,527	$	2.18		7,895		2,632		10,527
4/29/2004		3,214	$	2.18		1,807		1,407		3,214
9/23/2004		95,293