Preview | Employment Agreement |

THIS AGREEMENT made in Iselin, New Jersey this 19^th day of June 2006, between SyntheMed, Inc., a Delaware corporation (the "Company"), and Eli Pines, PhD the undersigned individual ("Executive").

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Com-pany and Executive agree to amend and restate the existing employment agreement as follows:

The term of this Agreement shall be the three-year period commencing as of March 1, 2006 (the "Employment Date") and ending on the third anniversary of the Employment Date (the "Agreement Term"). Subject to earlier termination as provided in Section 5, the Agreement Term shall automatically be renewed for annual increments as of the third anniversary of the Employment Date and each subsequent anniversary thereof, subject to the right of either party to terminate the Agreement at the end of the initial Agreement Term or any such renewal term upon at least six months prior written notice to the other party.

(a) Employment by the Company. Executive agrees to be employed by the Company for the Agreement Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall have the titles of Vice President of Research and Chief Scientific Officer reporting to the President and Chief Executive Officer and such other titles, if any, as shall be mutually agreed. Executive shall have such duties, consistent with the customary business practices for those with the agreed upon titles, as may be prescribed by the Com-pany and shall serve in such other and/or additional position(s) as shall be mutually agreed from time to time. The Company will at all times treat the Executive with dignity, honesty and respect, and will provide Executive with such resources as in the Company's judgement shall enable the Executive to discharge his responsibilities.

(b) Performance of Duties. Throughout the Agreement Term, Executive shall faithfully and diligently perform Executive's duties in conformity with the directions of the Company and serve the Company to the best of Executive's ability. Executive shall devote Executive's entire working time, attention and energies to the business and affairs of the Com-pany, subject to vacations and sick leave as provided herein and in accordance with Company policy.

(c) Place of Performance. During the Agreement Term, Executive shall, subject to travel requirements on behalf of the Company, be based at (i) the Companys principal executive offices or (ii) with the consent of the President & CEO, the Executives residence. In the event the principal executive offices of the Company are moved to a location in excess of 20 miles from (i) its current location in Iselin, New Jersey and (ii) Executives current or then residence (whichever is closer to the new office location), Executive agrees, if so requested by the Board of Directors, to be based at such new location during the work week for a period not to exceed three months, provided the reasonable costs of lodging and meals during the work week and commute to and from Executives residence in New York, New York for weekends and holidays, is borne by the Company.