EX- 10.01 Employment Agreement - President CR

EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 1, 2008 (the "Effective Date") is by and between BioXcell Incorporated, a Massachusetts corporation with offices at 100 Cummings Center, Beverly, Massachusetts 01915 (the "Company"), and Dr. Claude Ranoux, residing at 8 Chestnut Street, Winchester, MA 01890 (“Executive”).

The Company desires to engage Executive as Chief Technology Officer and President of the Company and Executive desires to perform such services, on the terms and conditions hereinafter set forth in this Agreement.

1. Term.  The Company agrees to employ Executive, and Executive agrees to serve as Chief Technology Officer and President, on the terms and conditions set forth in this Agreement for a period of three years commencing on the date hereof and ending on February 1, 2011, or such shorter period as may be provided for herein.  After such initial three-year period, this Agreement shall automatically renew for successive one-year terms unless either party notifies the other of non-renewal at least ninety (90) days prior to the expiration of the then current term.  The "Employment Period" is the initial three-year period and any renewals thereof, unless terminated earlier.

2. Duties and Services.  The Company will engage Executive as its Chief Technology Officer and President and Executive will serve in such capacity.  If requested by the Company, Executive will also serve on the Company's Board of Directors.  Executive shall report to the Board of Directors and will have such duties and responsibilities as may be assigned to him by the Board of Directors.  Executive agrees to this employment and agrees to devote his best efforts and all of his working time and efforts to the performance of his duties under this Agreement.  Executive shall perform his duties faithfully, diligently and completely and in a manner consistent with the policies of the Company.  Executive may continue to participate in professional associations and serve on the Board of Directors of other companies and organizations so long as such participation and service do not interfere with his duties under this Agreement.  Except for such activity during the Employment Period, Executive shall not engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the Board’s prior approval.

(a)           As consideration for his services hereunder, the Company will pay Executive a base salary of $175,000 per year (the "Base Salary").  Payment of Base Salary shall be made in accordance with the Company's normal payroll practices.

(b)           The Board will review Executive's Base Salary annually.  Upon such review, the Board may adjust upward Executive's Base Salary as it deems appropriate, taking into account Executive's performance as well as economic conditions, competitive conditions within the Company's industry, and the financial condition, operations, and prospects of the Company.  In no event may the Company reduce Executive's Base Salary without his consent.  The annual review will be completed prior to the end of each year of the Employment Term and any salary adjustment shall be effective on the first day of the immediately succeeding year of the Employment Term.

(c)           Executive may participate in all group health and insurance programs and all other fringe benefit, retirement, or additional compensation plans for which he qualifies which the Company now or in the future, in its sole discretion, makes available to its employees generally.  This paragraph does not obligate the Company to establish or maintain any such program or otherwise to pay any such additional compensation.

(d)           Executive will have 4 weeks of vacation per year to be taken in accordance with the Company's policies in effect from time to time for senior management of the Company.

(e)           Subject to the Company’s financial condition, the Company will provide Executive with a private office, administrative support and other facilities and services as are suitable to the character of Executive’s position and necessary for the performance of his duties.

4. Expenses.  The Company will reimburse Executive for all reasonable travel and out-of-pocket expenses necessarily incurred in the performance of his duties upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company.  The Company will similarly reimburse Executive for membership dues, professional publications, meeting registration fees and reasonable travel expenses related to his participation in professional associations reasonably related to the business of the Company.

5. Representations and Warranties of Executive. Executive represents and warrants to the Company that (a) Executive is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Executive is under no physical or mental disability that would hinder his performance of duties under this Agreement.

6. Non-Competition. In view of the unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that during the Employment Period and thereafter until the first anniversary of the termination of the Employment Period, he will not, anywhere in the world, directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name by, any person, corporation,  organization  or  other business entity  that is  engaged in the  business of developing, manufacturing, selling or providing human infertility treatments or products or is otherwise engaged in a business similar to any business of the Company; b) reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, clients, or employees; or c) employ any person who was an employee of the Company within a period of one year after such person leaves the employ of the Company, provided, however, that the provisions of this Section 7 will not be deemed breached merely because Executive owns not more than 1% of the outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended.  Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business.  If any restriction contained in this Section 7 is deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination has the right to reduce the extent, duration, geographical scope, or other provisions hereof as may be necessary to comply with and be enforceable under applicable law, and the restriction, in its reduced form, shall be enforceable in the manner contemplated hereby.  As used in this Section 7, "Company" shall include the Company and its direct and indirect subsidiaries.