SECOND AMENDMENT TO KEY EMPLOYEE AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO
KEY EMPLOYEE AGREEMENT

                    This Second Amendment, effective as of August 13, 2009 (“Effective Date”), is entered into by and between ▇▇▇▇▇▇ Pharmaceuticals, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Executive”). This Second Amendment amends that certain Key Employee Agreement entered into by and between the Company and Executive dated effective as of September 5, 2006, as amended from time to time (the “Agreement”). This Second Amendment to the Agreement, together with the Agreement, constitutes the entire Agreement as amended through the Effective Date.

1. Term of the Agreement. The first sentence of Section 1 of the Agreement is hereby amended by replacing “2009” with “2010.”

2. Severance Benefits Upon a Termination Without Cause. Section 4.1(a) of Exhibit A is hereby deleted in its entirety and replaced with the following language:

“(a) A lump sum severance payment, subject to standard withholdings or deductions, in an amount equal to either (i) if Executive’s employment is terminated during 2009, twelve (12) months base salary, plus Executive’s target bonus for 2009, plus Executive’s pro-rated bonus for 2009; or (ii) if Executive’s employment is terminated during 2010, Executive’s base salary for the remainder of 2010, plus Executive’s target bonus for 2010.”

3. No Other Changes. Except as provided in this Second Amendment, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment as of the Effective Date.

▇▇▇▇▇▇ PHARMACEUTICALS, INC.						EXECUTIVE
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇				/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its:		Senior Vice President, General Counsel and Secretary
Date:		August 13, 2009		Date:		August 13, 2009