[ANIKA THERAPEUTICS LETTERHEAD]

Exhibit 10.2

[ANIKA THERAPEUTICS LETTERHEAD]

June 25, 2002

Mr. William J. Knight

39 Bare Hill Road

Boxford, MA 01921

Dear Bill:

I am pleased to present our offer to you to join Anika Therapeutics, Inc. as an employee. The terms of our offer, subject to approval by the Compensation Committee of the Board of Directors, are outlined below:

Position: Chief Financial Officer.

Description of duties: You will have responsibility for all the financial activities of the Company including financial plans and policies, accounting practices and procedures, and the Company’s relationship with its shareholders and the outside financial community.

Reporting to: Charles H. Sherwood, Ph.D., President and Chief Executive Officer.

Employment date: Your anticipated start date is no later than July 15, 2002.

Rate of pay: $6,923.08 per bi-weekly payroll (annualized $180,000).

Management bonus plan: Target 20% of salary at plan. Bonus is payable shortly after year-end based on Company performance and personal performance against key objectives. In accordance with the Management Bonus Plan, your bonus for 2002 will be prorated based on the number of months of your employment.

Stock options: 75,000 options.  Options will vest over 4 years in accordance with the terms of the stock option agreement.

Benefits: You will be eligible to participate in the Anika employee benefit programs upon commencement of employment. This program currently covers comprehensive medical and dental benefits, life and disability insurance, supplemental disability insurance, and a Section 125 Plan. You will be eligible to participate in our 401(k) Savings and Investment Plan at the first enrollment date following your date of hire. Under the current terms, the 401(k) plan entitles you to contribute up to the maximum limit established by the IRS. The Company will match 100% of your contribution up to 5% of your salary. Your participation in the benefit plans will be governed by and subject to the plan terms as described in the official documents and Summary Plan Descriptions.

Vacation: You will accrue three weeks of vacation during your first year of employment and are subject to the terms of accrual and use set forth in Anika’s policies. Presently, the policy allows the accrual of one additional day of vacation for each year of employment up to a maximum of four weeks.

Severance in the event of termination:

1)              Termination without cause (non-performance related): If Anika terminates your employment without “cause” (as construed under Massachusetts common law for employment contracts), Anika will continue your base salary at its then current rate for six months, subject to your compliance with your obligations under your other agreements with the Company and your cooperation with any other reasonable requests by Anika for assistance during that period. In addition, in such circumstances the Company will also pay the premiums for continuation of medical and dental benefits under COBRA for you and your family for six months after termination of your employment (or until the end of COBRA eligibility, if earlier), subject to your premium payment of the active employee share of premium payments for such coverage.

2)              Termination for cause: Anika may terminate your employment at any time for cause by delivering to you a certified copy of a resolution of the Board of Directors on Anika finding that you committed an act of omission constituting cause hereunder and specifying the particulars thereof in detail, adopted at a meeting called and held for that purpose and of which you were provided not less than seven days advance notice, including notice of the agenda of such meeting. As used herein, the term “cause” shall mean :

Change in Control, Bonus, and Severance Agreement: Subject to the approval of the Compensation Committee of the Board of Directors, an Agreement (attached) between you and Anika Therapeutics, Inc. shall be executed providing terms pertaining to a Change in Control. The purpose of this Agreement is to reinforce and encourage your continued attention and dedication to your assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

Arbitration: In the event of any controversy or claim arising out of or relating to this letter agreement or otherwise arising out your employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise), that controversy or claim shall, to the fullest extent permitted by law, be settled by arbitration under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of

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arbitrators (or alternatively, in any other forum or in any other form agreed upon by the parties). In the event that any person or entity other than you or Anika may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This provision shall be specifically enforceable. Notwithstanding the foregoing, this provision shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this provision.

Contingency: This offer is contingent upon your execution of the Anika Non-Disclosure and Non-Competition Agreement as an employee of Anika Therapeutics. In addition, all employees are subject to a background check including verification of education.

You, like everyone else at Anika, will be an at-will employee. The terms of your employment will be interpreted in accordance with and governed by the laws of the Commonwealth of Massachusetts.

Finally, this offer is conditioned on your representation that you are not subject to any confidentiality or non-competition agreement or any other similar type of restriction that would affect your ability to devote full time and attention to your work at Anika Therapeutics, Inc. Upon commencement of your employment, you will be required to provide evidence that you are a U.S. citizen or national, a lawful permanent resident, or an alien authorized to work in the U.S.

If the terms of this offer are acceptable, please indicate your acceptance by signing both copies of this letter and the Anika Non-Disclosure and Non-Competition Agreement and return one copy of each to me. I am enthusiastic about Anika’s future prospects and look forward to your leadership and contribution to the Anika team.

Sincerely,

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