1.

You shall serve as Vice President of Clinical Development of Nile and shall have such powers and perform such duties as are customarily performed by the Vice President of Clinical Development. You shall report directly to Chief Financial Officer.

2.

You shall receive an annual base salary equal to One Hundred Seventy Thousand Dollars ($170,000), payable in accordance with Nile’s payroll practices.

3.

You will receive an annual bonus of up to 30% of your base salary based upon the successful accomplishment of individual and corporate performance goals to be agreed upon annually between you and the Chief Executive Officer of Nile, which amount shall be pro-rated for the year 2007. Any performance bonus shall be payable on or about December 31st of each year.

4.

Nile shall grant to you stock options pursuant to the Company’s 2005 Stock Option Plan (the “Employment Options”) immediately after the closing of the next round of financing to purchase that number of shares representing one percent (1%) of the outstanding common stock of the Company, par value $0.001 per share (the “Common Stock”), on a fully diluted basis as of the grant date. The Employment Options shall have an exercise price equal to Fair Market Value (as determined the Company’s 2005 Stock Plan) (the “Exercise Price”) of a share of Common Stock on the date of grant. The Employment Options shall be subject to the terms and conditions of the Plan and shall vest and become exercisable in accordance with the following schedule:

a.

25% of the Employment Options shall become exercisable on the first anniversary of the Effective Date; and

 

 

b.

thereafter, 2 and 1/12% of the Employment Options shall become exercisable on the last day of each calendar month until all remaining Employment Options are fully vested and exercisable (each date on which Employment Options vest is hereinafter referred to as a "Vesting Date").

c.

For purposes of this Agreement, “Fully Diluted Basis” shall mean the number of shares of Common Stock that would be outstanding upon the conversion of all outstanding shares of preferred stock of the Company (the “Preferred Stock”) outstanding at the grant date, plus the shares of Common Stock issuable upon conversion or exercise, as the case may be, of all securities of the Company convertible into, exercisable for, or exchangeable for, directly or indirectly, shares of Common Stock, which are currently exercisable by the holder thereof or which will become exercisable within 90 days of the grant date.

5.

In the event that Nile acquires by license, acquisition or otherwise, an additional biotechnology product for development that is first identified by you, then Nile shall grant to you options (the “Technology Options”) to purchase a number of shares of Common Stock as follows:

a.

One-half percent (0.5%) of the then Fully Diluted Outstanding shares of Common Stock of the Company for a product that is in pre-clinical development; and

b.

One percent (1%) of the then Fully Diluted Outstanding shares of Common Stock of the Company for a product that is in human clinical trials.

6.

Nile will reimburse you for all normal, usual and necessary expenses incurred in furtherance of the business and affairs of Nile, including reasonable travel and entertainment, upon timely receipt by Nile of appropriate vouchers or other proof of your expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by Nile.

 

7.

You shall be entitled to four (4) weeks of vacation, sick and personal days per year.

8.

Your employment will be on an at-will basis and shall commence on August 31, 2007, or such other time as may be agreed to by you and Nile.

9.

You shall be entitled to participate in the group medical policy of Nile. Nile will pay for health and dental insurance premiums for you at the basic level insurance plan. Should you desire to enroll in the higher insurance plan, you will be responsible for the payment of the difference in premium costs between the two plans. You shall be entitled to participate in any other benefits made available to employees of Nile.

10.

Confidentiality.

a.

You recognize and acknowledge that in the course of your duties you are likely to receive confidential or proprietary information owned by Nile, its affiliates or third parties with whom Nile or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, you agree to keep confidential and not disclose or make accessible to any other person or use for any other purpose other than in connection with the fulfillment of your duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by, or received by or on behalf of, Nile or any of its affiliates. “Confidential and Proprietary Information” shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of Nile or of any affiliate or client of Nile. You expressly acknowledge the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of Nile. You agree: (i) not to use any such Confidential and Proprietary Information for strictly personal use or for others; and (ii) not to permanently remove any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from Nile’s offices at any time during your employment by Nile, except as required in the execution of your duties to Nile, provided; however, that you shall not be prevented from using or disclosing any Confidential and Proprietary Information:

i.

that you can demonstrate was known to her prior to the effective date of that certain Confidential Disclosure Agreement entered into between the Parties dated July 10, 2007;

ii.

that is now, or becomes in the future, available to persons who are not legally required to treat such information as confidential unless such persons acquired the Confidential and Proprietary Information through acts or omissions by you;

iii.

that is within your general business or industry knowledge, know-how or expertise; or

iv.

that you are compelled to disclose pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter.

b.

You agree to return immediately all Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in your possession to Nile upon request and in any event immediately upon termination of employment.

 

 

c.

Except with prior written authorization by Nile, you agree not to disclose or publish any of the Confidential and Proprietary Information, or any confidential, scientific, technical or business information of any other party to whom Nile or any of its affiliates owes a legal duty of confidence, at any time during or after your employment with Nile.

d.

You agree that all inventions, discoveries, improvements and patentable or copyrightable works, relating to Nile’s Business (as defined below). (“Inventions”) initiated, conceived or made by him, either alone or in conjunction with others, during the Term shall be the sole property of Nile to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101). For purposes of this Agreement, “Company’s Business” shall be the development of novel therapeutics for the treatment of cardiovascular disease and in the future, any other business in which it actually devotes substantive resources to study, develop or pursue. Nile shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. You hereby assign to Nile all right, title and interest you may have or acquire in all such Inventions; provided; however, that the Board of Directors of Nile may in its sole discretion agree to waive Nile’s rights pursuant to this section with respect to any Invention that is not directly or indirectly related to Nile’s business. You further agree to assist Nile in every proper way (but at Nile’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end you will execute all documents necessary:

i.

to apply for, obtain and vest in the name of Nile alone (unless Nile otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

ii.

to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

e.

You acknowledge that while performing the services under this Agreement you may locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields of pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields which may be of potential interest to Nile or one of its affiliates (the “Third Party Inventions”). You understand, acknowledge and agree that all rights to, interests in or opportunities regarding, all Third-Party Inventions identified by Nile, any of its affiliates or either of the foregoing persons’ officers, directors, employees (including you), agents or consultants during the Term shall be and remain the sole and exclusive property of Nile or such affiliate and you shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-Party Inventions which is not on behalf of Nile.

 

 

f.

The provisions of this Section 10 shall survive any termination of your employment.

 

 

	Very truly yours,
	By:	/s/ Peter M. Strumph
	Name: Mr. Peter M. Strumph
	Title: President

 

By:	/s/ Jennifer Hodge
Name: Ms. Jennifer Hodge
Date: August 7, 2007