AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit 10.3
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this Amendment) is made as of May 8, 2013, by and between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), a Delaware corporation (Employer), and Mark J. Ahn, Ph.D., an individual and resident of the State of Oregon (Employee), with reference to the following facts:
WHEREAS, Employer and Employee are parties to an Employment Agreement dated as of March 31, 2011 (the Employment Agreement), pursuant to which Employee serves as Employers President and Chief Executive Officer; and
WHEREAS, Employer and Employee wish to amend the Employment Agreement in certain respects as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which hereby are acknowledged, Employer and Employee hereby agree as follows:
1. Definitions. Terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Employment Agreement. References in the Employment Agreement and this Amendment to this Agreement mean the Employment Agreement as amended by this Amendment and as further amended from time to time as provided in the Employment Agreement.
2. Amendments.
(a) References in the Employment Agreement to RXi Pharmaceuticals Corporation, the Company and Employer shall mean Galena Biopharma, Inc.
(b) The reference in Section 2 of the Employment Agreement to Employers offices in Worcester, Massachusetts, is hereby amended to read Portland, Oregon, or its environs.
(c) The parties acknowledge and agree that the Minimum 2011 Financing was timely achieved for all purposes of the Employment Agreement.
(d) Section 4 of the Employment Agreement is hereby amended and restated in its entirety as follows:
4. Term. Employees employment shall commence on the Effective Date and shall terminate on December 31, 2016 (the Term), unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement.
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(e) References in Section 13 of the Employment Agreement to California are hereby amended to California are hereby amended to read Oregon.
3. No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.
GALENA BIOPHARMA, INC. | EMPLOYEE | |||||
By: | /s/ Sanford J. Hillsberg | /s/ Mark J. Ahn | ||||
Sanford J. Hillsberg, Chairman | Mark J. Ahn, Ph.D. |
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