EMPLOYMENT AGREEMENT





         EMPLOYMENT AGREEMENT dated as of December 1, 2002 between QMED, INC., a

Delaware corporation (the "Company"), and MICHAEL W. COX ("Executive").



         WHEREAS, the Executive is a founder of the Company and has served as

its President and Chief Executive Officer since the Company's organization in

1983; and



         WHEREAS, the Company's Board of Directors wishes to assure that the

Company will continue to have the services of the Executive available to it; and



         WHEREAS, the Company's Board of Directors has determined, in light of

the importance of the Executive's continued services to the stability and

interests of the Company and its stockholders to reinforce and encourage the

Executive's continued attention and dedication to his duties.



         NOW THEREFORE, in consideration of the premises and the mutual

covenants contained in this Agreement, it is agreed between the Company and the

Executive as follows:



1.       EMPLOYMENT.



         Subject to the terms and conditions hereof, Company hereby employs

Executive as its President and Chief Executive Officer during the term hereof,

as hereinafter described, and Executive hereby accepts such employment.



2.       EFFECTIVE DATE.



         This Agreement shall become effective as of December 1, 2002 (the

"Effective Date").



3.       TERM OF EMPLOYMENT.



         Unless earlier terminated pursuant to Section 8 hereof, the term of

employment under this Agreement shall be for a three-year period commencing on

the Effective Date and ending November 30, 2005. This Agreement shall be

automatically renewed for successive one (1) year periods, unless either party

shall notify the other in writing of its intention not to renew this Agreement

(a "Non-renewal Notice"), which notice shall be given at least 90 days prior to

the end of the then current term (the "Expiration Date"). The period from the

Commencement Date to the Expiration Date, including the Renewal Term, if any, is

referred to herein as the "Term."



4.       DUTIES.



         4.1 During the Term of his employment by Company, Executive shall serve

as President and Chief Executive Officer of Company. In Executive's capacity as



                                       1

<PAGE>



President and Chief Executive Officer of the Company, the Executive shall have

the customary powers responsibilities and authorities of presidents and chief

executive officers of corporations of the size, type and nature of the Company,

as it exists from time to time, including primary responsibility for the

day-to-day management of the Company's affairs and its operations, any duties

prescribed for such positions in the By-laws of Company as in effect from time

to time, and those responsibilities and duties as the Board of Directors may

from time to time direct Executive to undertake and to perform which are

consistent and appropriate to the capacities of senior corporate management held

by Executive. During the term of this Agreement, Executive may not be demoted

whereby he is no longer performing the duties commonly incident to the offices

of President and Chief Executive Officer and it is understood and agreed that

such office, President and Chief Executive Officer, shall be the most senior

officership of Company.



         4.2 The Executive, if elected, shall serve as a member of the Board of

Directors of the Company. The Executive shall serve as the highest ranking

officer of each of the Company's wholly-owned subsidiaries.



         4.3 Executive shall serve Company faithfully and to the best of his

ability and shall devote a substantial amount of his time, skill, efforts and

attention during business hours (unless prevented by illness or incapacitation)

to the business affairs of Company.



         4.4 As long as the Board of Directors has not reasonably determined

that such activities interfere with his duties and responsibilities hereunder,

nothing in this Agreement shall preclude the Executive from engaging in

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC