ASSIGNMENT OF EMPLOYMENT AGREEMENT
EXHIBIT
10.9
ASSIGNMENT
OF EMPLOYMENT AGREEMENT (this
“Agreement”),
dated
as of September 17, 2007, by and among Trans-Pharma Corporation, a Nevada
corporation (“Trans-Pharma”),
Transdel Pharmaceuticals, Inc., a Delaware corporation (“Transdel”),
and
▇▇▇▇▇▇ ▇▇▇▇▇, PhD (“Executive”).
WHEREAS,
Trans-Pharma and Executive have entered into that certain Employment Agreement,
dated as of June 27, 2007 (the “Employment
Agreement”);
WHEREAS,
Trans-Pharma and Executive wish to assign Trans-Pharma’s obligations, right,
title, interest in, to and under the Employment Agreement to Transdel and
Transdel agrees to assume and accept such assignments and Executive consents
to
such assignment.
NOW
THEREFORE, Trans-Pharma, Transdel and Executive agree as follows:
1. Assignment
and Assumption.
Trans-Pharma does hereby assign (the “Assignment”)
unto
Transdel all of its obligations, right, title, interest in, to and under the
Employment Agreement. Each of the undersigned consents to the
Assignment.
2. Ratification.
Except
as assigned hereby, nothing herein contained shall otherwise modify, reduce,
amend or otherwise supplement the terms and provisions of the Employment
Agreement, which shall remain in full force and effect in accordance with its
terms.
3. Governing
Law.
This
Agreement shall be governed by, and be construed in accordance with, the laws
of
the State of California.
4. Counterparts.
This
Agreement may be executed in one or more counterparts and by the parties hereto
in separate counterparts, each of which when executed shall be deemed to be
an
original but both of which together shall constitute one and the same
Amendment.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, Trans-Pharma, Transdel, and Executive have executed this
Agreement as of the date first written above.
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇, Ph.D.
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇, PhD
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Title:
Chief Executive Officer
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Transdel
Pharmaceuticals, Inc.
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
Chief Financial Officer
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Executive:
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▇▇▇▇▇▇
▇▇▇▇▇, PhD
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