dor8klapointehamilton.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1VgezqVBxCu3Y1GrwoAi6mPbvkGUG30sR3fNjuYTFptHKttgAzPJUhGtMcIfBog OLY+VUZTlfFF58kzCo/lmQ== 0000812796-09-000012.txt : 20090316 0000812796-09-000012.hdr.sgml : 20090316 20090316163609 ACCESSION NUMBER: 0000812796-09-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090310 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOR BIOPHARMA INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 09684820 BUSINESS ADDRESS: STREET 1: 850 BEAR TAVERN ROAD STREET 2: SUITE 201 CITY: EWING STATE: NJ ZIP: 08628 BUSINESS PHONE: 609-538-8200 MAIL ADDRESS: STREET 1: 850 BEAR TAVERN ROAD STREET 2: SUITE 201 CITY: EWING STATE: NJ ZIP: 08628 FORMER COMPANY: FORMER CONFORMED NAME: ENDOREX CORP DATE OF NAME CHANGE: 19960916 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 dor8klapointehamilton.htm 8K FOR NEW DIRECTOR LAPOINTE AND OFFICER HAMILTON dor8klapointehamilton.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 10, 2009

Commission File No. 000-16929

DOR BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE		41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

850 Bear Tavern Road, Suite 201 Ewing, NJ		08628
(Address of principal executive offices)		(Zip Code)
	(609) 538-8200
	(Issuer’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 10, 2009, DOR BioPharma, Inc. (the “Company”) appointed Gregg A. Lapointe, C.P.A., M.B.A., to the Company’s Board of Directors. Pursuant to the Company’s February 11, 2009 stock purchase agreement with Sigma-Tau Pharmaceuticals, Inc.(“Sigma-Tau”), the Company is obligated to nominate and use its best efforts to secure the election of Mr. Lapointe to the Company’s Board of Directors at the next annual stockholders meeting. However, the Board of Directors decided to add Mr. Lapointe to the Board at this time in order to benefit from his experience.

Mr. Lapointe serves on the Board of Directors of the Pharmaceuticals Research and Manufacturers of America (PhRMA) and is a member of the Corporate Council of the National Organization for Rare Diseases (NORD). He has served in varying roles for Sigma-Tau, a private biopharmaceutical company, since September 2001, including Chief Operating Officer from November 2003 to April 2008 and Chief Executive Officer since April 2008. From May, 1996 to August, 2001, he served as Vice President of Operations and Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that Mr. Lapointe spent several years in the Canadian medical products industry in both distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. From his extensive background, Mr. Lapointe has significant experience in the areas of global strategic planning and implementation, business development, corporate finance, and acquisitions. Mr. Lapointe received his B.A. in Commerce from Concordia University in Montreal, Canada, a graduate diploma in accountancy from McGill University and his M.B.A. from Duke University. He is a C.P.A. in the state of Illinois and a Chartered Accountant in Ontario, Canada.

As a new Board member, the Company granted Mr. Lapointe options to purchase 300,000 shares of the Company’s common stock at a strike price of $0.11 with an expiration date of March 9, 2019. All options vested on March 10, 2009.

On March 11, 2009, the Company entered into a two-year employment agreement (“Employment Agreement”) with Brian L. Hamilton, M.D., Ph.D., pursuant to which Dr. Hamilton will serve as the Company’s Senior Vice President and Chief Medical Officer.

Dr. Hamilton, age 61, began his academic career at the University of Washington and the University of Miami focused on the use of bone marrow transplantation to treat children with congenital immune deficiency, with research in the immunobiology of Graft-versus-Host disease. In the pharmaceutical industry, he has worked with both large pharmaceutical companies (Astra, USA and Wyeth) and several biotechnology companies. From December 2001 to June 2004, he was Senior Director of Clinical Research with Wyeth Research. From June 2004 to March 2006, he was Vice President for Clinical and Regulatory Affairs at Merrimack Pharmaceutical. He was Chief Medical Officer with BioVex from September 2006 to March 2007. He was a consultant in clinical development as Medical Director with Biopharm Solutions, Inc. from March 2007 to October 2008. From October 2008 to March 2009, he was Acting Vice President of Medical Affairs with Ziopharm Oncology. He has expertise in clinical development and regulatory affairs with small molecules, biologics, vaccines, and genetically modified oncolytic viruses in oncology, hematology, rheumatology, and immunology. At Astra, USA, he had a significant role in the clinical development and registration of both Pulmicort Turbuhaler for the treatment of patients with asthma and Rhinocort Aqua for the treatment of patients with allergic rhinitis. He received his M.D. and Ph.D. degrees from the University of Washington, with post-graduate training in pediatrics, allergy, immunology, and oncology.

Under the terms of the Employment Agreement, Dr. Hamilton is entitled to an annual base salary of $270,000 and an annual bonus of at least $70,000, payable at the end of each calendar year. The bonus will be pro-rated for any portion of a year in which Dr. Hamilton is employed by the Company. The Company has also issued Dr. Hamilton stock options to purchase one million shares of the Company’s common stock, of which 250,000 shares vest immediately and the remainder of the options will vest on each three (3) month anniversary of the grant date at a rate of 62,500 options per quarter. The exercise price of the options equals $0.11 per share, the market price of the Company’s common stock as of the close of business on March 11, 2009.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Title

10.1	Employment Agreement, dated as of March 11, 2009, between Brian L. Hamilton, M.D., Ph.D., and the Company.

99.1 Press release issued by DOR BioPharma, Inc. on March 12, 2009.

99.2 Press release issued by DOR BioPharma, Inc. on March 16, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOR BIOPHARMA, INC.

March 16, 2009	by:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
		President and Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT INDEX

Exhibit No. Description

10.1	Employment Agreement, dated as of March 11, 2009, between Brian L. Hamilton, M.D., Ph.D., and the Company.

99.1 Press release issued by DOR BioPharma, Inc. on March 13, 2009.

99.2 Press release issued by DOR BioPharma, Inc. on March 16, 2009.

EX-10.1 2 hamiltonemploymentagreement.htm HAMILTON EMPLOYMENT AGREEMENT hamiltonemploymentagreement.htm

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”), dated as of March 11, 2009 (the “Effective Date”) by and between DOR BioPharma, Inc., a Delaware corporation having a place of business at 850 Bear Tavern Road, Suite 201, Ewing, NJ 08628 (the “Corporation”), and Brian L. Hamilton, MD, PhD, an individual (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Corporation desires to employ Employee as Senior Vice President and Chief Medical Officer, and the Employee desires to be employed by the Corporation as Senior Vice President and Chief Medical Officer, all pursuant to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1.	EMPL0YMENT DUTIES

The Corporation engages and employs Employee, and Employee hereby accepts engagement and employment, as Senior Vice President and Chief Medical Officer reporting to the Chief Executive Officer of the Corporation, and shall perform high quality, full-time service to the Corporation to direct, supervise and have responsibility for the clinical development efforts of the Corporation, including, but not limited to: (i) directing and supervising the clinical research and regulatory strategies of the Corporation; (ii) managing the development personnel of the Corporation; and (iii) medical monitoring of the Corporation’s ongoing and planned clinical trials and such other activities as may be reasonably requested by the Chief Executive Officer or the Board of Directors of the Corporation. Employee acknowledges and understands that his employment may entail significant travel on behalf of the Corporation. Employee’s relocation to the Princeton area is anticipated within one (1) year of date hereof (but in any event not to exceed 24 months from date hereof) provided that sufficient funding for corporation is in place providing for at least twelve (12) months of operation. Corporation will provide Employee with a mutually agreeable relocation package consistent with biotech standards for a comparable company.

2.	EMPLOYMENT TERM

Employee’s employment hereunder shall be for a period of two (2) years, unless extended by mutual agreement of the parties (the “Term”).

3.	COMPENSATION

As compensation for the performance of Employee’s duties on behalf of the Corporation, Employee shall be compensated as follows:

(a)	(i) The Corporation shall pay Employee an annual base salary (“Base Salary”) of two hundred and seventy thousand dollars ($270,000) per annum, payable in accordance with the usual payroll period of the Corporation.

(ii) The Corporation shall pay employee a minimum annual bonus of seventy thousand dollars ($70,000), payable at the end of each calendar year in prorated amount if necessary. Such bonus may be increased at the recommendation of the CEO and by the approval of the Board of Directors.

(b) Contingent upon Employee’s acceptance of this Agreement, the Corporation will grant to Employee Options (“Options”) to purchase one million (1,000,000) shares of DOR Common Stock. Two hundred and fifty thousand (250,000) options will vest immediately and the remainder will vest on each three (3) month anniversary of the grant date of this form at a rate of sixty-two thousand, five hundred (62,500) options per quarter while Employee continues to be employed by Corporation. The exercise price of such Options shall be equal to the market price of DOR common stock as of the market close on the Effective Date of this Agreement. The Options will be granted pursuant to the Corporation’s Employee Stock Option Plan and the Corporation’s standard Stock Option Agreement. All vested options shall be exercisable for a period of one year following termination, subject to extension in the discretion of the Stock Option Plan administrator. Upon a change in control due to merger or acquisition, all Employee options shall become fully vested, and be exercisable for a period of 3 years after the merger or acquisition (unless they would have expired sooner pursuant to their natural term). In the event of death of Employee during Term, all unvested options shall immediately vest and remain exercisable for the rest of their natural term and become property of Employee’s immediate family.

(c) The Corporation shall withhold all applicable federal, state and local taxes; social security; workers’ compensation contributions; and such other amounts as may be required by law or agreed upon by the parties with respect to the compensation payable to the Employee pursuant to section 3(a) hereof.

(d) The Corporation shall reimburse Employee for all normal, usual and necessary expenses incurred by Employee in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation of appropriate vouchers or other proof of Employee’s expenditures and otherwise in accordance with the policy of the Corporation.

(e) During the Term, Employee shall be entitled to a maximum of four (4) weeks paid vacation per annum. Unused vacation may be carried over to successive years upon approval of the Chief Executive Officer.

(f) The Corporation shall make available to Employee and his dependents such medical, disability, life insurance and such other benefits as the Corporation makes available to its other senior officers and directors. Employee may elect to have the Corporation reimburse Employee for payments made to his own family medical plan.

4.	REPRESENTATIONS AND WARRANTIES BY EMPLOYEE AND CORPORATION

(a) Employee hereby represents and warrants to the Corporation as follows:

(i) Neither the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he is bound.

(ii) Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his duties and other obligations hereunder.

(b) The Corporation hereby represents and warrants to Employee as follows:

(i) The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business in the manner presently contemplated.

(ii) The Corporation has full power and authority to enter into this Agreement and to incur and perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms. Except as expressly set forth herein, no approvals or consents of any persons or entities are required for Corporation to execute and deliver this Agreement or perform its duties and other obligations hereunder.

(iii) The execution, delivery and performance by the Corporation of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) the certificate of incorporation or by-laws of the Corporation, or any agreement or instrument to which the Corporation is a party or by which the Corporation or any of its properties may be bound or affected.

5. NON-COMPETITION

(a) Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and for a period of two (2) years following the termination of the Employee’s employment with the Corporation (or one (1) year in the event that the Employee is terminated within 1 year of the Effective Date), employee shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (‘Person”), enter into or engage in any business competitive with the Corporation’s business or research activities, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director of a Person operating or intending to operate in the area of the use of any of the compounds owned or licensed by the Corporation during the time of his employ.

(b) During the Term and for two (2) years (or one (1) year in the event that the Employee is terminated within 1 year of the Effective Date) following the termination of the Employee’s employment with the Corporation, Employee shall not, directly or indirectly, without the prior written consent of the Corporation:

(i) interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise , between the Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or other related parties, or solicit or induce for hire any of the employees or agents of the Corporation, or any such individual who in the past was employed or retained by the Corporation within six (6) months of the termination of said individual’s employment or retention by the Corporation; or

(ii) solicit or accept employment or be retained by any party who, at any time during the term of this Agreement, was a customer or supplier of the Corporation or any of its affiliates, other than Biopharm Solutions, Inc. or any licensor or licensee thereof where his position will be related to the business of the Corporation.

(c) In the event that Employee breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled without the posting of a bond or other security to injunctive relief to enforce the restrictions contained herein.

(d) Employee represents that his spouse’s consulting company, Biopharm Solutions, Inc., will not compete with any of DOR’s existing or future programs and will also abide by Section 5 of this Agreement during the term of this Agreement.

6.	CONFIDENTIAL INFORMATION

(a) Employee agrees that during the course of his employment or at any time after termination, he will not disclose or make accessible to any other person, the Corporation’s or any of its subsidiaries’ or affiliates’, (collectively the “Affiliates”) products, services and technology, both current and under development, promotion and marketing programs, business plans, lists, customer lists, product or licensing opportunities, investor lists, trade secrets and other confidential and proprietary business information of the Corporation or the Affiliates. Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof in any form or media from the Corporation’s facilities at any time during his employment by the Corporation, except as required in Employee’s duties to the Corporation. Employee agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

(b) Except with prior written authorization by the Corporation, Employee agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, to any suppliers, licensors, licensees, customers, partners or other third parties to whom the Corporation owes an obligation of confidence, at any time during or after his employment with the Corporation.

(c) Employee hereby assigns to the Corporation all right, title and interest he may have or acquire in all inventions (including patent rights) developed by Employee during the term of this Agreement (hereinafter the “Inventions”) and agrees that all Inventions shall be the sole property of the Corporation and its assigns, and the Corporation and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. Employee further agrees to assist the Corporation in every proper way (but at the Corporation’s expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. Employee hereby irrevocably designates counsel to the Corporation as Employee’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Corporation’s rights under this Section. This Section shall survive the termination of this Agreement for any reason.

(d) The Employee recognizes that in the course of his duties hereunder, he may receive from Affiliates or others information which may be considered “material, nonpublic information” concerning a public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. The Employee agrees not to:

(i) Buy or sell any security, option, bond or warrant while in possession of relevant material, nonpublic information received from Affiliates or others in connection herewith;

(ii) Provide Affiliates with information with respect to any public company that may be considered material, nonpublic information; or

(iii) Provide any person with material, nonpublic information, received from Affiliates, including any relative, associate, or other individual who intends to, or may otherwise directly or indirectly benefit from, such information.

7.	TERMINATION

(a) The Employee’s employment hereunder shall begin on the Effective Date and shall continue for the period set forth in Section 2 hereof unless renewed by mutual agreement or sooner terminated upon the first to occur of the following events:

(i) The death of the Employee;

(ii) One year following the merger or consolidation in which either more than fifty percent of the voting power of the Corporation is transferred or the Corporation is not the surviving entity, or sale or other disposition of all or substantially all the assets of the Corporation;

(iii) Termination by the Board of Directors of the Corporation for Just Cause. Any of the following actions by the Employee shall constitute “Just Cause”:

(A) Material breach by the Employee of Section 1, Section 5 or Section 6 of this Agreement;

(B) Material breach by the Employee of any provision of this Agreement other than Section 5 or Section 6 which is not cured by the Employee within thirty (30) days of notice thereof from the Corporation;

(C) Any action by the Employee to intentionally harm the Corporation or any action of gross negligence by the Employee; or

(D) The conviction of the Employee of a felony.

(iv) Termination by the Employee for Just Cause. Any of the following actions or omissions by the Corporation shall constitute just cause, subject to the notice and cure requirements below, provided that the Employee terminates employment with the Corporation within one year following the initial existence of one or more of the following conditions, without the consent of the Executive:

(A)	Material diminution of base salary;

(B)	Material diminution of the Employee’s authority, duties or responsibilities; or

(C)	Material breach by the Corporation of any provision of this Agreement which is not cured by the Corporation within thirty (30) days of notice thereof from the Employee.

The Employee must provide notice to the Corporation of the existence of the “just cause” condition not later than 90 days of its initial existence and the Corporation shall have 30 days from the date of the Employee notice to cure the condition giving rise to such notice.

(b) Upon termination by the Corporation pursuant to either subparagraph (i) or (iii) of paragraph (a) above or by Employee other than pursuant to subparagraph (iv) of paragraph (a) above, the Employee (or his estate in the event of termination pursuant to subparagraph (i)) shall be entitled to receive the Base Salary plus Bonus accrued but unpaid as of the date of termination including any vacation time accrued but not taken.

(c) Upon termination by the Corporation without Just Cause or pursuant to subparagraphs (i), (ii) or (iv) of paragraph (a) above, then the term of the Agreement as set forth in Section 2 hereof shall be deemed to have been terminated as of such date and (i) the Corporation shall pay to the Employee (or his estate in the event of termination pursuant to subparagraph (i)), six months salary (subject to set-off if termination occurs during first full year of employment) and any accrued Bonuses and any vacation accrued but not taken, payable upon the normal payroll periods of the Corporation with such payments to begin on the first payroll period following the Employee’s termination of employment (“Severance Period”). Notwithstanding anything herein to the contrary, each payment made during the Severance Period shall be deemed to be a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. Health benefits and life insurance will also be maintained for Employee (or his dependents in the event of termination pursuant to subparagraph (i)) by Company during severance period. No unvested options shall vest beyond the termination date, except where previously noted in Section 3 (b) or at the discretion of the Stock Option Plan Administrator.

(d) Notwithstanding anything to the contrary in this Agreement, if the Employee is determined by the Corporation to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Employee’s separation from service with the Corporation and if any payment or benefit to which the Employee become entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, no such payment or benefit payable or provided to the Employee prior to the earlier of (i) the expiration of the six (6) month period following the date of the Employee’s “separation from service” (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date of the Employee’s death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The payments and benefits to which the Employee would otherwise be entitled during the first six (6) months following separation from service shall be accumulated and paid or provided, as applicable, in a lump sum, on the date that is six (6) months and one day following the Employee’s separation from service (or if such date does not fall on a business day of the Corporation, the next following business day) and any remaining payments or benefits will be paid in accordance with the normal payment dates specified for them herein.

8. NOTICES

Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been given: when delivered personally against receipt therefor; one (1) day after being sent by Federal Express or similar overnight delivery; or three (3) days after being mailed registered or certified mail, postage prepaid, return receipt requested, to either party at the address set forth above, or to such other address as such party shall give by notice hereunder to the other party.

9. SEVERABILITY OF PROVISIONS

If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

10. ENTIRE AGREEMENT MODIFICATION

This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.

11. BINDING EFFECT

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Corporation, its successors and assigns, and upon Employee and his legal representatives. This Agreement constitutes a personal service agreement, and the performance of Employee’s obligations hereunder may not be transferred or assigned by Employee.

12. NON-WAIVER

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

13. GOVERNING LAW

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Jersey without regard to principles of conflict of laws.

14. HEADINGS

The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DOR BIOPHARMA, INC.

By: /s/Christopher J. Schaber

Christopher J. Schaber, PhD

President and Chief Executive Officer

EMPLOYEE:

By: /s/Brian L. Hamilton

Brian L. Hamilton, MD, PhD

EX-99.1 3 pressreleaselapointe.htm PRESS RELEASE FOR LAPOINTE pressreleaselapointe.htm

DOR BIOPHARMA, INC.

DOR BioPharma Appoints Gregg Lapointe, CPA, MBA,

to its Board of Directors

Ewing, NJ – March 16, 2009 - DOR BioPharma, Inc. (OTCBB: DORB) (DOR or the Company) announced today that it has appointed Gregg Lapointe, CPA, MBA, to its Board of Directors. Mr. Lapointe is currently Chief Executive Officer of Sigma-Tau Pharmaceuticals, Inc. (Sigma-Tau), a company dedicated to the development and commercialization of medicines for patients with rare diseases, which is DOR’s North American partner for orBec® and its largest shareholder.

Mr. Lapointe has served in varying roles for Sigma-Tau since 2001, including Chief Operating Officer from November 2003 to April 2008 and Chief Executive Officer since April 2008. Prior to Sigma-Tau, he served as Vice President of Operations and Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that Mr. Lapointe spent several years in the Canadian medical products industry in both medical products distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. Mr. Lapointe received his BA in Commerce from Concordia University in Montreal, Canada, a graduate diploma in accountancy from McGill University and his MBA from Duke University. He is also a CPA in the state of Illinois and a Chartered Accountant in Ontario, Canada. Mr. Lapointe also serves on the Board of Directors of the Pharmaceuticals Research and Manufacturers of America (PhRMA) and is a member of the Corporate Council of the National Organization for Rare Diseases (NORD).

“We are very pleased to welcome Gregg Lapointe to our Board of Directors,” said Christopher J. Schaber, PhD, President and CEO of DOR. “Mr. Lapointe brings extensive experience in the areas of global strategic planning and implementation, corporate finance, accounting, and acquisitions. With his strong business and healthcare background he is well positioned to make significant contributions to the continued growth and success of DOR. We are enthusiastically looking forward to his productive involvement on our Board.”

About DOR BioPharma, Inc.

DOR BioPharma, Inc. (DOR) is a late-stage biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines for certain bioterrorism agents. DOR’s lead product, orBec® (oral beclomethasone dipropionate or BDP), is a potent, locally acting corticosteroid being developed for the treatment of GI GVHD, a common and potentially life-threatening complication of hematopoietic cell transplantation. DOR expects to begin a confirmatory Phase 3 clinical trial of orBec® for the treatment of acute GI GVHD and a Phase 1/2 clinical trial of DOR201 in radiation enteritis in the first half of 2009. orBec® is also currently the subject of an NIH-supported, Phase 2, randomized, double-blind, placebo-controlled trial in the prevention of acute GVHD. Oral BDP may also have application in treating other gastrointestinal disorders characterized by severe inflammation. Additionally, DOR has a Lipid Polymer Micelle (LPM™) drug delivery technology for the oral delivery of leuprolide for the treatment of prostate cancer and endometriosis.

Through its Biodefense Division, DOR is developing biomedical countermeasures pursuant to the Project BioShield Act of 2004. DOR’s biodefense products in development are recombinant subunit vaccines designed to protect against the lethal effects of exposure to ricin toxin, botulinum toxin and anthrax. DOR’s ricin toxin vaccine, RiVaxTM, has been shown to be well tolerated and immunogenic in a Phase 1 clinical trial in normal volunteers.

For further information regarding DOR BioPharma, Inc., please visit the Company's website at www.dorbiopharma.com.

This press release contains forward-looking statements that reflect DOR BioPharma, Inc.'s current expectations about its future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes," "intends," or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including orBec®, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its cash expenditures will not exceed projected levels, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the US Government or other countries, that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for gastrointestinal GVHD include the risks that: the FDA's requirement that DOR conduct additional clinical trials to demonstrate the safety and efficacy of orBec® will take a significant amount of time and money to complete and positive results leading to regulatory approval cannot be assumed; DOR is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; orBec® may not gain market acceptance if it is eventually approved by the FDA; and others may develop technologies or products superior to orBec®. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR's most recent reports on Forms 10-Q and 10-KSB. Unless required by law, DOR assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.

Company Contact:

Evan Myrianthopoulos

Chief Financial Officer

(609) 538-8200

www.dorbiopharma.com

DOR BioPharma, Inc.

850 Bear Tavern Road, Suite 201

Ewing, NJ 08628

EX-99.2 4 pressreleasehamilton.htm PRESS RELEASE FOR HAMILTON pressreleasehamilton.htm

DOR BIOPHARMA, INC.

DOR BioPharma Appoints Brian L. Hamilton, MD, PhD

as Chief Medical Officer

Ewing, NJ – March 12, 2009 - DOR BioPharma, Inc. (OTCBB: DORB) (DOR or the Company) announced today that it has appointed Brian L. Hamilton, MD, PhD, as Senior Vice President and Chief Medical Officer. Dr. Hamilton is a recognized expert in both the global development of topically active steroids as well as in Graft-versus-Host disease (GVHD) and has had a long and distinguished career of more than 25 years in both academia and industry, most notably at Wyeth and Astra. Dr. Hamilton will lead DOR’s clinical affairs, with an emphasis on the execution of its confirmatory Phase 3 clinical trial of orBec® (oral beclomethasone dipropionate or BDP) in the treatment of acute GVHD.

Dr. Hamilton earned his MD and PhD (Transplantation Immunology) at the University of Washington, Seattle, and trained in Pediatrics, Allergy/Immunology, and Oncology. He began his training in bone marrow transplantation while in medical school, with further training at the Children’s Hospital Medical Center, Boston, MA. His academic career, at the University of Washington and the University of Miami, focused on pediatric immunology and bone marrow transplantation. His research focus was the immunobiology of GVHD in a mouse model. He also spent several years as Chief of Immunology at the Children’s Hospital, Oakland, CA with a clinical appointment on the Pediatric Bone Marrow Transplant Service at the University of California – San Francisco.

Following his academic career, Dr. Hamilton joined the pharmaceutical industry, initially at Astra, USA in Westborough, MA working on inhaled steroids (Rhinocort Aqua and Pulmicort Turbuhaler) for the treatment of allergic rhinitis and asthma, including three successful new drug applications for these products. He has worked with several pharmaceutical and biotechnology companies in multiple therapeutic areas, including allergy, asthma, oncology, rheumatology, hematology, diagnostics, and drug delivery systems.

“As I join the DOR team in the ongoing development of orBec® and the other exciting portfolio compounds, I look forward to applying my experience in drug development to my long-standing commitment to improving the lives of patients with GVHD,” stated Brian L. Hamilton, MD, PhD, Chief Medical Officer of DOR.

“We are very pleased to welcome Dr. Hamilton to the DOR team,” said Christopher J. Schaber, PhD, President and CEO of DOR. “We could not ask for someone whose skill set provides a better fit to lead our clinical programs forward. His experience in successfully developing Rhinocort Aqua and Pulmicort Turbuhaler (topical budesonide, the active ingredient in Entocort) while at Astra will be instrumental to us as we advance orBec® to Phase 3 completion in GI GVHD. His specific expertise in GVHD will be vital to the successful interaction between DOR and the Phase 3 clinical sites in our upcoming confirmatory trial. With Dr. Hamilton’s demonstrated record of advancing products through clinical development to commercial success, we are enthusiastically looking forward to expeditiously completing our Phase 3 clinical trial, while continuing to expand and build our pipeline.”

About DOR BioPharma, Inc.

For further information regarding DOR BioPharma, Inc., please visit the Company's website at www.dorbiopharma.com.

Company Contact:

Evan Myrianthopoulos

Chief Financial Officer

(609) 538-8200

www.dorbiopharma.com

DOR BioPharma, Inc.

850 Bear Tavern Road, Suite 201

Ewing, NJ 08628

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