8-K

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) October 25, 2013

FURIEX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

                 001-34641                                                27-1197863          

(Commission File Number)               (IRS Employer ID Number)

3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (919) 456-7800

__________________

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:

☐	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.

(b), (c), (e) On October 25, 2013, our Chief Financial Officer, Marshall H. Woodworth, tendered his resignation in accordance with his January 29, 2010 employment agreement. In connection with this resignation, we entered into a Resignation and Transition Agreement dated October 25, 2013 with Mr. Woodworth (“the “Resignation Agreement”). Pursuant to the Resignation Agreement Mr. Woodworth’s resignation as our Chief Financial Officer will take effect at 11:59:59 p.m. on November 14, 2013, and he has agreed to remain in our employ to assist the company during a transition period that will end on January 29, 2014 (“Effective Resignation Date”). We will pay Mr. Woodworth his base salary and provide benefits through the Effective Resignation Date. Additionally, Mr. Woodworth’s option to purchase 2,765 shares of common stock that would otherwise vest on February 24, 2014 will instead vest on the Effective Resignation Date.

Our Board of Directors has appointed Sailash Patel, our Vice President, Strategic Development since April 2010, as Chief Financial Officer, effective November 15, 2013. In connection with this appointment we entered into a First Amended and Restated Employment Agreement with Mr. Patel (the “Employment Agreement”).

Pursuant to the Employment Agreement, we will pay Mr. Patel an annual base salary of $250,000. Additionally, we will grant Mr. Patel 1,000 shares of restricted common stock, with 50% vesting on June 10, 2014, and 50% vesting on June 10, 2015. Mr. Patel will continue to be eligible to participate in our plans and benefits, including our discretionary annual cash incentive plan. For 2014, the target bonus for Mr. Patel’s position will be 35% of his base salary.

After the first anniversary of this agreement, the agreement will automatically renew for successive one-year periods, unless either Mr. Patel or we provide written notice of termination to the other at least 90 days prior to the termination of the applicable employment period. The Employment Agreement also is terminable on Mr. Patel’s death, inability to perform essential functions of his positions for a period of 90 consecutive days or 90 nonconsecutive days within a six-month period due to a total and permanent physical or mental impairment, deliberate failure to substantially perform duties and responsibilities, malicious engagement in any act or omission that materially or potentially materially injures the business or reputation of the Company, engagement in a form of discrimination or harassment prohibited by law, misappropriation or embezzlement of property of the Company, material breach of specified provisions of his Employment Agreement, conviction or plead of guilty or no contest to a felony. Additionally, Mr. Patel may terminate this agreement on 30 days’ written notice. If Mr. Patel’s employment is terminated for one of the foregoing reasons, then we will continue to pay Mr. Patel his then-current salary until the date of termination or expiration.

If Mr. Patel’s employment is terminated for a reason other than the foregoing reasons (other than our change in control), we must continue to pay Mr. Patel his base salary for the duration of the employment period. If Mr. Patel’s termination without cause or for good reason occurs on the date of, or within six months of a change in control of our Company (as defined in his February 2010 Severance Agreement), then we will pay Mr. Patel an amount equal to his then-current salary for 12 months and the greater of the target bonus under our incentive cash bonus plan or an average of the cash bonuses received in the 24 months preceding his termination.

Mr. Patel has served as the Company’s Vice President, Strategic Development since 2010. Prior to that, Mr. Patel served as the General Manager of BioDuro, a PPD company, from December 2009 to April 2010. From October 2009 to December 2009, Mr. Patel was the Vice President of Strategic Development at PPD Inc. From February 2008 to October 2009 he was the Executive Director of Strategic Development at PPD Inc. He holds a master's degree in business administration from the University of North Carolina at Chapel Hill and a bachelor's degree in pharmacy with honors from University of Nottingham in the U.K. Mr. Patel is 55 years old and has no familial relationships with any executive officer or director of the Company. Other than his employment by us, there have been no transactions in which the Company has participated and in which he had a direct or indirect material interest involving in excess of $120,000 since January 1, 2012, the beginning of our last completed fiscal year.  

The foregoing descriptions of the Resignation Agreement and Employment Agreement are qualified in their entirety by reference to such agreement, copies of which are filed herewith

Item 8.01. Other Events.

On October 28, 2013, Furiex issued a press release announcing the management changes. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
10.36	Resignation and Transition Agreement by and between the Company and Marshall Woodworth dated October 25, 2013.
10.37	First Amended and Restated Employment Agreement by and between the Company and Sailash Patel dated October 28, 2013.
99.1	Press Release dated October 28, 2013.

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 thereunto duly authorized.

FURIEX PHARMACEUTICALS, INC.

Date: October 28, 2013

/s/ June Almenoff

June Almenoff

President and Chief Medical Officer

EX-10

Exhibit 10.36

RESIGNATION AND TRANSITION AGREEMENT

This Resignation and Transition Agreement (“Agreement”) is entered by and between Marshall Woodworth (“Woodworth”) and Furiex Pharmaceuticals (“Furiex” or the “Company”). Woodworth and the Company may be individually referred to as a “Party” and collective as the “Parties.” In consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows:

1.     Separation of Employment. In accordance with the Notice of Resignation attached as Exhibit A, Woodworth hereby tenders, and Furiex hereby accepts, his resignation of employment and notice of non-renewal in accordance with Article 2 of the January 29, 2010 Employment Agreement (“Employment Agreement”) between the Parties. The resignation shall be effective as of 6:00 p.m., Eastern Time, on January 29, 2014 (“Effective Resignation Date”). The resignation does not terminate the January 29, 2010 Severance Agreement between the Parties. Woodworth further tenders, and Furiex accepts, his resignation as an officer and director of the Company and its affiliates, and from any committees of the Board of Directors of the Company (“Board”) effective as of the end of the CFO Employment Period, as defined below, after which he will serve in a transition role through the Effective Resignation Date. Furiex and Woodworth have mutually agreed that in order to effectuate a smooth transition of duties, Woodworth’s employment with Furiex will terminate on the terms set forth below.

2.     Announcement of Resignation. Woodworth and Furiex agree that they will officially announce Woodworth’s resignation in a current report on Form 8K filed with the Securities and Exchange Commission and in an internal memorandum from the Company’s President and Chief Medical Officer (“Company President”). The text of both such announcements shall be mutually agreed upon by Woodworth and the Company President. Such announcement shall be coordinated to coincide with the announcement of Woodworth’s successor.

3.     Continuation of Active Employment. From the date of this Agreement through the earlier of 11:59:59 p.m., Eastern Time, on November 14, 2013, an Early Termination, as defined herein, or an Early Exit, as defined herein, as applicable (the “CFO Employment Period”), Woodworth agrees to continue to serve as Furiex’s Chief Financial Officer. Woodworth’s duties as Chief Financial Officer as well as his duties as an officer, director and/or member of Board committees will end at the conclusion of the CFO Employment Period. In the absence of an Early Termination or an Early Exit, from the end of the CFO Employment Period until the Effective Resignation Date, Woodworth will serve in a transition role (the “Transition Period”)

Woodworth agrees that during the CFO Employment Period and subject to the direction and modification of job responsibilities by the Company President, he will: 1) maintain normal office hours; and 2) perform all such duties and functions as would normally be expected of the Company’s Chief Financial Officer (including, but not limited to, serving as the Company’s principal financial officer for purposes of Securities and Exchange Commission reporting).

During the Transition Period, Woodworth will devote such time and attention as is necessary to effectively transition his current duties and responsibilities to his successor and/or others within the Company to the extent requested to do so by the Company President and will comply in all respects with the Company’s policies and procedures and the reasonable directives of the Company President. During the Transition Period, Woodworth is not expected to be in the Company’s office on a regular basis. To the extent Woodworth is not physically in the office through the Effective Resignation Date, Woodworth agrees to be available for consultation via email and/or telephone on matters requiring his assistance. The Company acknowledges and agrees that during the Transition Period, Woodworth will not be required or expected to expend full time on his duties for the Company and he may be involved in outside activities including other employment provided that such other employment is not full time employment, and further provided that such other activities do not impair his ability to be responsive to requests and directives of the Company during the transition period, in which case engaging in these other activities would be considered an Early Exit.

4.     Early Termination. The Company President/Board shall retain full discretion to terminate Woodworth’s employment, at their discretion, prior to the Effective Resignation Date for Good Cause or at the discretion of the President/Board (“Early Termination”). In the event of an Early Termination, the date of the Early Termination, as specified by the President/Board, shall be deemed to be the effective date of Woodworth’s resignation (the “Early Effective Resignation Date”), and Woodworth shall be relieved of any and all employment responsibility as of the Early Effective Resignation Date. In the event of an Early Termination which is not for Good Cause, Woodworthshall be entitled to the Consideration and other benefits specified in this Agreement subject to the execution and non-revocation of the Release as specified below.

For purposes of this Section, Good Cause shall be defined as set forth in Section 4.1 of the Employment Agreement as well as Woodworth’s unreasonable failure to assist in a professional and orderly transition of duties as requested by the Company President.

5.     Early Exit. Woodworth shall retain full discretion through the Effective Resignation Date to terminate his employment prior to the Effective Resignation Date, upon two (2) weeks written notice (“Early Exit”). In the event of an Early Exit, his employment shall end two (2) weeks after the date Woodworth tenders written notice of his Early Exit, unless another date is mutually agreed upon between the Company and Woodworth (the “Early Exit Date”), and Woodworth shall be relieved of any and all employment responsibility as of the Early Exit Date. The Company shall be relieved of any obligations to make payments or provide other compensation as set forth in the Employment Agreement or this Agreement except for the payment of salary and benefits and reimbursement of approved business expenses through the Early Exit Date.

6.     Consideration. Provided that Woodworth complies with all of his obligations pursuant to this Agreement through the Effective Resignation Date or the Early Effective Resignation Date and, on the date that his employment terminates, executes and does not timely revoke the Release Agreement attached hereto as Exhibit B (the “Release Agreement”) and subject to the exceptions set forth in Section 7 below, the Company shall:

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a)           Pay Woodworth his regular base salary through the Effective Resignation Date;

b)          Continue Woodworth’s benefits, including but not limited to medical, vision, dental, life insurance and dental insurance, on the terms and conditions currently provided to Woodworth, through the Effective Resignation Date;

c)           Reimburse Woodworth for any necessary and reasonable business expenses incurred by Woodworth through the Effective Resignation Date/Early Effective Resignation Date, provided such expenses are compliant with Company policy and submitted for reimbursement within 30 days of Effective Resignation Date/Early Effective Resignation Date or as otherwise required by Company policy, whichever is earlier;

d)          Ensure that the 2,765 stock options under the February 24, 2012 stock grant, which would normally vest on February 24, 2014, shall vest on the Effective Resignation Date/Early Effective Resignation Date;

e)           Treat the Effective Resignation Date as the Termination Date, for purposes of and as defined in the January 29, 2010 Severance Agreement between the Parties (the “CIC Agreement”) such that the Effective Resignation Date shall be the date on which Woodworth’s employment is terminated such that he is entitled to the compensation and benefits provided for in the CIC Agreement;

f)           Agree, and hereby does agree, that nothing in this Agreement and none of the actions of the Parties under or pursuant to this Agreement shall be interpreted or construed as a Termination For Cause as defined in the CIC Agreement or Paragraph 10 of the 2010 Stock Plan.

g)          Waive, and hereby does waive, Woodworth’s post-employment non-competition obligations under Section 1.1 of the Non-Competition and Non-Solicitation Agreement attached as Annex B to the Employment Agreement as of the Effective Resignation Date/Early Effective Resignation Date. All other obligations under the Non-Competition and Non-Solicitation Agreement will remain in place and will not be waived.

For purposes of this Agreement, all of the foregoing seven items shall be referred to as the “Consideration.” All salary payments shall be made in accordance with the Company’s normal payroll practice and schedule, and shall be subject to taxes and normal withholdings. The Consideration set forth in this Agreement is in substitution of, and not in addition to any severance, pay and other benefits to which Woodworth might otherwise be entitled, with the exception that this Agreement shall not be construed or interpreted to waive any rights or benefits Woodworth would have under the CIC Agreement.

7.     Compensation upon Early Termination or Early Exit. In the event that Woodworth’s employment is terminated by virtue of an Early Termination for Good Cause or an Early Exit, the Company shall not be obligated to provide Woodworth any of the Consideration listed in Section 6, and the Termination Date for purposes of the CIC Agreement shall be Woodworth’s actual last day worked.

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In the event that Woodworth’s employment is terminated by virtue of an Early Termination at the discretion of the Company President/Board without Good Cause, and subject to the execution and non-revocation of the Release as specified above, Woodworth shall be entitled to receive the Consideration delineated in Section 6, including specifically that the Termination Date for purposes of the CIC Agreement shall be January 29, 2014.

8.     280G and 409A limitations. To the extent that it is determined that any item of the Consideration provided in this Agreement would be subject to the Excise Tax as defined in the CIC Agreement, and/or is determined to constitute a payment from a “nonqualified deferred compensation plan” within the meaning of Sections 280G or 409A of the Code, the limitations on such payments as set forth in paragraphs 2.05 and 3 of the CIC Agreement shall apply.

9.     Release. For and in consideration of the consideration set forth herein as well as other good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, Woodworth does for himself, his heirs, executors, personal agents, personal representative(s), administrators, successors and assigns, hereby unconditionally release, acquit and forever discharge the Company, its subsidiaries and affiliates, and their respective: present and former employees; officers; directors; agents; representatives; attorneys; insurers; successors; and assigns, and each of them respectively (the “Released Parties”) of and from all and any manner of action or actions, cause and causes of action, claims, demands, costs, expenses, attorneys’ fees, and all consequential, general, special, and punitive damages, known or unknown, on account of, or in any way related to or growing out of his employment with and/or the separation of his employment with the Company through the date of this Agreement and specifically including any alleged violation of:

(a) Title VII of the Civil Rights Act of 1964;

(b) Section 1981 of the United States Code;

(c) The Employee Retirement Income Security Act of 1974 ("ERISA") (to the extent applicable and except for any vested benefits under any tax qualified benefit plan);

(d) The Immigration Reform and Control Act;

(e) The Americans with Disabilities Act of 1990;

(f) The Age Discrimination in Employment Act of 1967 (“ADEA”);

(g) The Worker Adjustment and Retraining Notification Act;

(h) The Fair Credit Reporting Act;

(i) The Family and Medical Leave Act;

(j) The North Carolina Wage and Hour Act or the Fair Labor Standards Act;

(k) The Equal Pay Act;

(l) The Genetic Information Nondiscrimination Act (“GINA”);

(m) The North Carolina Equal Employment Practices Act, the North Carolina Persons with Disabilities Protection Act, the Retaliatory Employment Discrimination Act;

(n) any other federal, state, county, City or local law, rule, regulation, or ordinance;

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(o) any public policy, contract, tort, or common law including but not limited to any claims for wrongful discharge (actual or constructive), breach of implied or express contract, harassment of any kind, unpaid wages, vacation or sick leave pay, intentional or negligent infliction of emotional distress, defamation; ; or

(p) any basis for recovering costs, fees, or other expenses including attorneys' fees.

It is the intention of the parties to this Agreement that all past and present claims which are or might be in controversy between Woodworth and the Released Parties, relating to all matters and consequences (potential or actual), arising out of the employment of Woodworth with the Company through the date of this Agreement may be forever put to rest, discharged and released.

10.           Acknowledgement of Waiver. Woodworth expressly acknowledges that by entering this Agreement he: 1) is waiving any claim that he might have to an award under the Cash Incentive Plan for 2013, and acknowledges that he has no entitlement to any award under the Cash Incentive Plan pursuant to Paragraph 3.2b of the Employment Agreement; and 2) has no entitlement to unvested stock options as of the Effective Resignation Date, under the Equity Plan, any Stock Option Plan or otherwise, except as expressly set forth herein, in particular, he is entitled to the accelerated vesting of the 2,765 stock options under the February 24, 2012 stock grant as described in Section 6 above and the treatment of unvested shares under the CIC Agreement provided he otherwise qualifies for benefits under the CIC within the time frames specified in the CIC.

11.           Acknowledgments and Affirmations. Woodworth affirms:

(a) that he has carefully read and reviewed this Agreement, understands its contents, and is satisfied with the terms and conditions of this Agreement;

(b) that he suffers from no legal disabilities or mental or physical disabilities which would disable him from executing this Agreement, nor has he taken any drugs or medication prior to the execution of this Agreement which would prevent him from understanding the terms hereof;

(c) that he has not relied upon or been influenced to any extent by any representation or statement made by any of the Released Parties or their representatives or agents with regard to the subject matter, basis or effect of this Agreement or otherwise in executing this Agreement;

(d) that if he discovers facts different from, or in addition to those which he now knows or believes to be true concerning his employment with the Company or his separation, that nevertheless this Agreement shall be and remain effective in all respects;

(e) that he has not filed, caused to be filed, or presently is a party to any claim or lawsuit against the Released Parties;

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(f) that, to the full extent permitted by law, he will not aid in or participate in any suit or claim against the Released Parties except as may be required by any law or court order;

(g) that he has been paid and/or has received all compensation, wages, and/or benefits to which he may be entitled through the date of this Agreement, except as specifically set forth in this Agreement;

(h) that he has been granted any leave to which he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws;

(i) that he has no known workplace injuries or occupational diseases;

(j) that he has not been retaliated against for reporting any allegations of wrongdoing by the Released Parties;

(k) that he does not contend that any of the Company’s decisions regarding his pay and benefits through the date of his execution of this Agreement were discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law;

(l) that the payments made to him pursuant to this Agreement and the CIC Agreement (to the extent he otherwise qualifies for benefits under the CIC within the time frames specified in the CIC.) encompass and include all monies which may be due to him by reason of his employment and that the Released Parties have no further obligation for monetary payments or any other claims which he may have or assert relative to his employment;

(m) that the consideration provided to him pursuant to this Agreement is in excess of anything of value to which he is otherwise entitled; and

(n) that he has voluntarily signed his name to this Agreement as his own free and voluntary act.

12.     No Waiver of Rights. Nothing in this Agreement shall be construed as nor is it intended as a waiver of: 1) any rights or claims against the Released Parties which may arise after the date of execution of this Agreement; 2) any right Woodworth may have to indemnification for any acts or omissions occurring in or arising from the course of his employment unless such act or omission involved willful or wanton conduct; 3) any right Woodworth may have to unemployment compensation, to the extent he applies and is otherwise eligible; or 4) any right to continuation coverage under the Company’s group health and other policies to the extent allowed by applicable law.

13.     Non-Disparagement. Both Parties agree that they will not intentionally or knowingly make any statements about the other which would be considered disparaging or defamatory. Any such comments will be treated as a breach of this Agreement. For purposes of this Agreement, the Company shall only be liable for the actions of senior level management and members of the board.

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14.     Advice of Counsel. Woodworth expressly acknowledges that he has had the opportunity to consult with legal counsel of his own selection prior to the execution of this Agreement, and that his legal counsel has had sufficient opportunity to: review this Agreement; respond to any questions he may have; and advise him as to the effect of the terms contained herein. Woodworth further acknowledges that he has relied fully and completely on his own judgment and advice of his attorney in executing this Agreement.

15.     Complete Agreement. This Agreement constitutes the full and complete understanding and agreement of the parties with respect to all subjects addressed herein and supersedes and replaces any and all prior negotiations and agreements, proposed or otherwise, whether written or oral, with the exception of the CIC Agreement to the extent specified herein, the Proprietary Information and Inventions Agreement executed on January 29, 2013 and attached as Annex A to the Employment Agreement, and the Non-Competition and Non-Solicitation Agreement entered on January 29, 2010 and attached as Annex B to the Employment Agreement (other than the non-competition provisions contained in Section 1.1 thereof, which will terminate upon the Effective Resignation Date/Early Effective Resignation Date). No amendment, deletion, addition, modification, or waiver of any provision of this Agreement shall be binding or enforceable unless in writing and signed by all parties.

16.     Severability. If any provision(s) or portions(s) of this Agreement are or become invalid, illegal or unenforceable, such provision(s) or portions(s) shall be deemed stricken and the remainder of this Agreement shall remain in full force and effect.

17.     No Admission of Liability. The parties specifically agree that this Agreement is not intended as or to be construed as an admission of liability by any party, all of whom expressly deny any wrongdoing or liability; and that neither party shall be considered a prevailing party for any purpose.

18.     Choice of Law. This Agreement shall be construed according to North Carolina law.

19.     Headings. The headings and paragraphs in this Agreement are for convenience only and shall not be construed or interpreted as any limitation or modification of the terms of this Agreement.

20.     Legal Fees. The Company will pay to Woodworth an additional sum for legal fees incurred in connection with the negotiation and review of this Agreement and/or the Release Agreement, up to a maximum of $5,000.00. Such reimbursement shall be made within thirty (30) days after Woodworth presents such documentation of the fees he incurred as the Company may require, but not later than forty-five (45) days after the Effective Resignation Date/Early Effective Resignation Date.

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[Signature page to follow]

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IN WITNESS WHEREOF, we have executed this Agreement this ____ day of October, 2013.

I, MARSHALL WOODWORTH, ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND REVIEWED THIS AGREEMENT, UNDERSTAND ITS CONTENTS, AM SATISFIED WITH THE TERMS AND CONTENTS OF THIS AGREEMENT AND HAVE VOLUNTARILY SIGNED MY NAME TO THE SAME AS A FREE ACT AND DEED.

/s/ Marshall Woodworth (SEAL)

MARSHALL WOODWORTH

DATE: October 25, 2013

WITNESS: /s/ H. Robin Davis

(printed/typed name) H. Robin Davis

DATE: October 25, 2013

I CONSENT TO THE TERMS AS SET FORTH HEREIN ON BEHALF OF FURIEX PHARMACEUTICALS

/s/ June Almenoff

JUNE ALMENOFF,

President and Chief Medical Officer

Date: October 25, 2013

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Exhibit A

Notice of Resignation

I, Marshall Woodworth, hereby give notice of my resignation and notice of non-renewal pursuant to Article 2 of my Employment Agreement, effective January 29, 2014.

/s/ Marshall Woodworth

Marshall Woodworth

DATE:      October 25, 2013

WITNESS: _________________

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Exhibit B

RELEASE AGREEMENT

This Release Agreement (“Agreement”) is entered by and between Marshall Woodworth (“Woodworth”) and Furiex Pharmaceuticals (“Furiex” or the “Company”). For purposes of this Agreement, any capitalized words not defined herein shall have the meaning ascribed to them in the Resignation Agreement. In consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows:

Separation of Employment. Woodworth resigned from his employment effective January 29, 2014 in accordance with the terms of the Resignation and Transition Agreement (“Resignation Agreement”) executed on October 25, 2013. Woodworth resigned as an officer or director of the Company and/or its affiliates, and from any committees of the Company’s Board of Directors effective as of 11:59:59 p.m., Eastern Time, on November 14, 2013. Woodworth and Furiex agree that Woodworth has complied with his obligations to Furiex from the date of the execution of the Resignation Agreement through the date of execution of this Agreement and, thus, is entitled to receive the consideration set forth herein, and in the Resignation Agreement, subject to the execution of this Agreement.

Consideration. Woodworth expressly acknowledges that the Company has paid to and/or on Woodworth’s behalf all wages and benefits due to Woodworth through the date of execution of this Agreement.

In exchange for Woodworth’s agreements hereunder, the Company shall provide and/or has provided the Consideration as defined and described in the Resignation Agreement. In addition, the Company shall:

1) Allow Woodworth to retain the current cellular telephone number on the telephone he used for business purposes (which was Woodworth’s number prior to becoming employed with the Company);

2) Provide a positive reference for Woodworth’s future employment from the Company’s President and direct all inquiries about Woodworth’s employment with the Company to the Company’s President or her successor;

3) Provide Woodworth with assistance in transferring his Outlook contacts from his business computer to his personal computer;

4) Transfer his personal email; and

5) Pay to Woodworth a lump sum amount equal to any accrued, unused paid time off he has as of the last day of his actual employment which is payable in accordance with current company policy; with such amount to be paid on the Company’s next regular payroll date following last day of his actual employment.

The consideration set forth in this Agreement is in substitution of, and not in addition to any severance, pay and other benefits to which Woodworth might otherwise be entitled, with the exception that this Agreement shall not be construed or interpreted to waive any rights or benefits Woodworth would have under the CIC Agreement provided he otherwise qualifies for benefits under the CIC within the time frames specified in the CIC, or under the Resignation Agreement.

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280G and 409A limitations. To the extent that it is determined that any consideration provided in this Agreement would be subject to the Excise Tax, as defined in the CIC Agreement and/or is determined to constitute a payment from a “nonqualified deferred compensation plan” within the meaning of Sections 280G or 409A of the Code, the limitations on such payments as set forth in paragraphs 2.05 and 3 of the CIC Agreement shall apply.

Release. For and in consideration of the consideration set forth herein as well as other good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, Woodworth does for himself, his heirs, executors, personal agents, personal representative(s), administrators, successors and assigns, hereby unconditionally release, acquit and forever discharge the Company, its subsidiaries and affiliates, and their respective: present and former employees; officers; directors; agents; representatives; attorneys; insurers; successors; and assigns, and each of them respectively (the “Released Parties”) of and from all and any manner of action or actions, cause and causes of action, claims, demands, costs, expenses, attorneys’ fees, and all consequential, general, special, and punitive damages, known or unknown, on account of, or in any way related to or growing out of his employment with and/or the separation of his employment with the Company, through the date of this Agreement and specifically including any alleged violation of:

(a) Title VII of the Civil Rights Act of 1964;

(b) Section 1981 of the United States Code;

(c) The Employee Retirement Income Security Act of 1974 ("ERISA") (to the extent applicable and except for any vested benefits under any tax qualified benefit plan);

(d) The Immigration Reform and Control Act;

(e) The Americans with Disabilities Act of 1990;

(f) The Age Discrimination in Employment Act of 1967 (“ADEA”);

(g) The Worker Adjustment and Retraining Notification Act;

(h) The Fair Credit Reporting Act;

(i) The Family and Medical Leave Act;

(j) The North Carolina Wage and Hour Act or the Fair Labor Standards Act;

(k) The Equal Pay Act;

(l) The Genetic Information Nondiscrimination Act (“GINA”);

(m) The North Carolina Equal Employment Practices Act, the North Carolina Persons with Disabilities Protection Act, the Retaliatory Employment Discrimination Act;

(n) any other federal, state, county, City or local law, rule, regulation, or ordinance;

(o) any public policy, contract, tort, or common law including but not limited to any claims for wrongful discharge (actual or constructive), breach of implied or express contract, harassment of any kind, unpaid wages, vacation or sick leave pay, intentional or negligent infliction of emotional distress, defamation; ; or

(p) any basis for recovering costs, fees, or other expenses including attorneys' fees.

It is the intention of the parties to this Agreement that all past and present claims which are or might be in controversy between Woodworth and the Released Parties, relating to all matters and consequences (potential or actual), arising out of the employment of Woodworth with the Company or the separation of Woodworth’s employment with the Company may be forever put to rest, discharged and released.

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Acknowledgement of Waiver. Woodworth expressly acknowledges that by entering this Agreement he: 1) is waiving any claim that he might have to an award under the Cash Incentive Plan for 2013, and acknowledges that he has no entitlement to any award under the Cash Incentive Plan pursuant to Paragraph 3.2b of the Employment Agreement; and 2) has no entitlement to unvested stock options as of the Effective Resignation Date, under the Equity Plan, any Stock Option Plan or otherwise, except as expressly set forth herein, in particular, he is entitled to the accelerated vesting of the 2,765 stock options under the February 24, 2012 stock grant as described in Section 6 of the Resignation Agreement and the treatment of unvested shares under the CIC Agreement provided he otherwise qualifies for benefits under the CIC within the time frames specified in the CIC.

.

Return of Property. Woodworth affirms that, as of this date, to the best of his knowledge, he has returned and/or will return all documents, records, apparatus, equipment and other physical property, or any reproduction of such property to the Company. Woodworth further affirms and agrees that, to the best of his knowledge, all of his personal items which were at the Company have been returned to him as of the date of execution of this Agreement.

Future Cooperation. Woodworth agrees to voluntarily cooperate with the Released Parties and their representatives in connection with any investigation, litigation, or other handling of any matter that may have occurred during the period of his work with the Company. The Company shall reimburse him for any reasonable expenses he incurs in providing such cooperation.

ADEA Acknowledgment. Woodworth represents and warrants that he received this Agreement on the 21st day of October 2013, and that he understands the provisions of this Agreement, including the release of any claims that he may have under the ADEA. WOODWORTH EXPRESSLY REPRESENTS AND WARRANTS THAT HE WAS ADVISED IN WRITING THAT HE HAD AT LEAST TWENTY-ONE DAYS IN WHICH TO CONSIDER THIS AGREEMENT, AND THAT HE SHOULD CONSULT AN ATTORNEY IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT. WOODWORTH FURTHER UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, HE MAY REVOKE THIS AGREEMENT, AND THE AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE TIME FOR REVOCATION HAS EXPIRED.

Acknowledgments and Affirmations. Woodworth affirms:

(a) that he has carefully read and reviewed this Agreement, understands its contents, and is satisfied with the terms and conditions of this Agreement;

(b) that he suffers from no legal disabilities or mental or physical disabilities which would disable him from executing this Agreement, nor has he taken any drugs or medication prior to the execution of this Agreement which would prevent him from understanding the terms hereof;

Page 13 of 16

 

(c) that he has not relied upon or been influenced to any extent by any representation or statement made by any of the Released Parties or their representatives or agents with regard to the subject matter, basis or effect of this Agreement or otherwise in executing this Agreement;

(d) that if he discovers fact different from, or in addition to those which he now knows or believes to be true concerning his employment with the Company or his separation, that nevertheless this Agreement shall be and remain effective in all respects;

(e) that he has not filed, caused to be filed, or presently is a party to any claim or lawsuit against the Released Parties;

(f) that, to the full extent permitted by law, he will not aid in or participate in any suit or claim against the Released Parties except as may be required by any law or court order;

(g) that he has been paid and/or has received all compensation, wages, and/or benefits to which he may be entitled through the date of this Agreement, except as specifically set forth in this Agreement;

(h) that he has been granted any leave to which he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws;

(i) that he has no known workplace injuries or occupational diseases;

(j) that he has not been retaliated against for reporting any allegations of wrongdoing by the Released Parties;

(k) that he does not contend that any of the Company’s decisions regarding his pay and benefits through the date of his execution of this Agreement were discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law;

(l) that the payments made to him pursuant to this Agreement encompass and include all monies which may be due to him by reason of his employment and that the Released Parties have no further obligation for monetary payments or any other claims which he may have or assert relative to his employment;

(m) that the consideration provided to him pursuant to this Agreement is in excess of anything of value to which he is otherwise entitled; and

(n) that he has voluntarily signed his name to this Agreement as his own free and voluntary act.

No Waiver of Rights. Nothing in this Agreement shall be construed as nor is it intended as a waiver of: 1) any rights or claims against the Released Parties which may arise after the date of execution of this Agreement; 2) any right Woodworth may have to indemnification for any acts or omissions occurring in or arising from the course of his employment unless such act or omission involved willful or wanton conduct; 3) any right Woodworth may have to unemployment compensation, to the extent he applies and is otherwise eligible; or 4) any right to continuation coverage under the Company’s group health and other policies to the extent allowed by applicable law.

Non-Disparagement. Both parties agree that they will not intentionally or knowingly make any disparaging statements about the other which would be considered disparaging or defamatory. Any such comments will be treated as a breach of this Agreement. For purposes of this Agreement, the Company shall only be liable for the actions of senior level management and members of the board.

Page 14 of 16

Advice of Counsel. Woodworth expressly acknowledges that he has had the opportunity to consult with legal counsel of his own selection prior to the execution of this Agreement, and that his legal counsel has had sufficient opportunity to: review this Agreement; respond to any questions he may have; and advise him as to the effect of the terms contained herein. Woodworth further acknowledges that he has relied fully and completely on his own judgment and advice of his attorney in executing this Agreement.

Complete Agreement. This Agreement constitutes the full and complete understanding and agreement of the parties with respect to all subjects addressed herein and supersedes and replaces any and all prior negotiations and agreements, proposed or otherwise, whether written or oral, with the exception of the CIC Agreement to the extent specified herein, the Resignation Agreement, the Proprietary Information and Inventions Agreement executed on January 29, 2013 and attached as Annex A to the Employment Agreement, and the Non-Competition and Non-Solicitation Agreement entered on January 29, 2010 and attached as Annex B to the Employment Agreement (other than the non-competition provisions contained in Section 1.1 thereof, which will terminate upon the Effective Resignation Date/Early Effective Resignation Date). No amendment, deletion, addition, modification, or waiver of any provision of this Agreement shall be binding or enforceable unless in writing and signed by all parties.

Severability. If any provision(s) or portions(s) of this Agreement are or become invalid, illegal or unenforceable, such provision(s) or portions(s) shall be deemed stricken and the remainder of this Agreement shall remain in full force and effect.

No Admission of Liability. The parties specifically agree that this Agreement is not intended as or to be construed as an admission of liability by any party, all of whom expressly deny any wrongdoing or liability; and that neither party shall be considered a prevailing party for any purpose.

Choice of Law. This Agreement shall be construed according to North Carolina law.

Headings. The headings and paragraphs in this Agreement are for convenience only and shall not be construed or interpreted as any limitation or modification of the terms of this Agreement.

[Signature page to follow]

Page 15 of 16

IN WITNESS WHEREOF, we have executed this Agreement this ____ day of ___________, 201_.

I, MARSHALL WOODWORTH, ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND REVIEWED THIS AGREEMENT, UNDERSTAND ITS CONTENTS, AM SATISFIED WITH THE TERMS AND CONTENTS OF THIS AGREEMENT AND HAVE VOLUNTARILY SIGNED MY NAME TO THE SAME AS A FREE ACT AND DEED.

_______________________________ (SEAL)

MARSHALL WOODWORTH

DATE:_________________________

WITNESS: ______________________________________

(printed/typed name) ______________________________

DATE: ________________________________

I CONSENT TO THE TERMS AS SET FORTH HEREIN ON BEHALF OF FURIEX PHARMACEUTICALS

______________________________________

JUNE ALMENOFF, MD, PhD FACP

President and Chief Medical Officer

Date: ________________

Page 16 of 16

EX-10

Exhibit 10.37

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 28th day of October, 2013 (the “Effective Date”), by and between Furiex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with its principal place of business in North Carolina and currently with a mailing address for notice purposes of 3900 Paramount Parkway, Suite 150, Morrisville, NC 27560, 

Attention: President, and Sailash Patel (“Employee”), an individual whose mailing address for notice purposes is 119 Shadowridge Place, Chapel Hill, North Carolina 27516.

RECITALS

A.      The Company is a subsidiary of Pharmaceutical Product Development, Inc. (“PPDI”), formed to own and operate the spin off of PPDI’s compound partnering business (the “Spin Off”).

B.      In connection with the Spin Off, the Company and Employee executed an Employment Agreement (the “Employment Agreement”), whereby the Company employed Employee as its Vice President—Strategic Development, and Employee accepted such employment.

C.     The Company and Employee now wish to amend and restate the Employment Agreement through this present Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT AND DUTIES

1.1      Employment of Employee. On the Effective Date, the Company agrees to employ Employee, and Employee accepts such employment pursuant and subject to the terms and conditions of this Agreement.

1.2.      Duties and Powers. Prior to the CFO Employment Period (as defined herein), Employee shall continue to serve in his current role, pursuant to the terms of the Employment Agreement. During the CFO Employment Period, Employee shall serve as Chief Financial Officer of the Company and Company’s principal financial officer for purposes of Securities and Exchange Commission reporting and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customarily performed by the head financial officer of a publicly-traded company and as the Board of Directors of the Company (the “Board”) and the President of the Company shall from time to time reasonably direct. Employee shall devote Employee’s full business time and attention exclusively to the business of the Company and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its current or future subsidiaries (the “Handbook”) to the extent not inconsistent with this Agreement.

ARTICLE 2

TERM OF EMPLOYMENT

Unless sooner terminated as provided elsewhere in this Agreement, Employee’s employment under this Agreement shall begin the Effective Date and end on the first anniversary thereof (“Initial Employment Period”). After the Initial Employment Period, this Agreement shall automatically renew for successive one-year periods, unless either the Company or Employee provides written notice to the other at least ninety (90) days prior to the termination of the Initial Employment Period or any renewal period stating said party’s desire to terminate this Agreement. The Initial Employment Period and any extension or renewal thereof shall be referred to herein together as the “Employment Period.” The “CFO Employment Period” is that portion of the Employment Period commencing at 12:00:01 a.m. on November 15, 2013. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to termination pursuant to Article 4 hereof.

ARTICLE 3

COMPENSATION AND BENEFITS

3.1      Base Salary. During the CFO Employment Period, the Company will pay Employee an annual base salary at a rate of $250,000.00 per annum (the “Base Salary”), payable in accordance with the Company’s regular payroll policy for salaried employees. The Base Salary of Employee may be subject to periodic review and adjustment by the Company during the Employment Period. If the Employment Period is terminated pursuant to Article 4 hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year will be prorated based on the number of days elapsed in such year during which services were actually performed by Employee.

3.2      Benefits.

a.      During the Employment Period, Employee will be entitled to participate in the Company’s plans and benefits as such plans and benefits are maintained from time to time by the Company, subject to Employee’s meeting the applicable eligibility criteria therefor. Nothing in this Agreement will be interpreted to alter the Company’s right to amend, modify or terminate any such plans and benefits in its discretion from time to time. During the CFO Employment Period, Employee will also be entitled to twenty-seven (27) days of paid time off, subject to the provisions of the Company’s Handbook or any other written policy of the Company on paid time off.

b.      In addition to the benefits provided in (a), above, during the Employment Period, Employee will be eligible to participate in the Company’s discretionary annual cash incentive plan (the “Cash Incentive Plan”). The target bonus for Employee’s position in 2014 will be thirty-five percent (35%) of Employee’s Base Salary earned in that calendar year. Awards under the Cash Incentive Plan, if any, will be based upon both the Company’s achievement of its corporate and financial goals and Employee’s individual performance, and are entirely at the Company’s discretion. To receive any award under the Cash Incentive Plan, Employee must be actively employed by the Company on the date payments are made under the Cash Incentive Plan.

3.3      Equity Compensation. Subject to the approval by the Company’s Board or committee thereof, the Company shall grant to Employee one thousand (1,000) restricted shares of the Company’s common stock (the “Grant”), with 50% of such restricted shares to vest on June 10, 2014, and 50% of such restricted shares to vest on June 10, 2015. The Grant shall be subject to the terms and conditions of the Company’s Equity Plan and such other restricted stock award agreements and/or terms and conditions as the Company’s Board shall require.

3.4      Expenses. During the Employment Period, the Company will reimburse Employee, in accordance with and subject to Employee’s compliance with the Company’s policies, for Employee’s necessary and reasonable out-of-pocket expenses incurred in the course of performance of Employee’s duties hereunder. All reimbursement of expenses to Employee hereunder shall be conditioned upon Employee’s presentation of timely and sufficient documentation evidencing such expenses, in accordance with the Company’s policies and procedures on business expense reimbursement.

3.5      Working Facilities. Employee shall work out of the Company’s principal offices in Morrisville, North Carolina. The Company shall furnish Employee with such office space, equipment, technical, secretarial and clerical assistance and such other facilities, services and supplies as shall be reasonably necessary to enable Employee to perform the duties required of Employee hereunder in an efficient and professional manner.

ARTICLE 4

TERMINATION OF EMPLOYMENT

4.1      Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:

a.      Upon the death of Employee, effective immediately on the date of death without any notice;

b.      Upon Employee’s inability to perform the essential functions of his position for a period of (i) ninety (90) consecutive days, or (ii) ninety (90) nonconsecutive days within a six (6) month period (exclusive of any leave Employee may take under the Family and Medical Leave Act, 29 U.S.C. § 12101 et seq.), due to a physical or mental impairment which is determined to be total and permanent by a physician selected and retained by Company and acceptable to the Employee or the Employee’s legal representative, and subject to Company’s full compliance with its obligations under the Americans with Disabilities Act, 29 U.S.C. § 2601 et seq., including, but not limited to, its obligation to offer reasonable accommodation to Employee, effective as of the first business day after the expiration of the ninety (90) day or six (6) month period specified above, whichever is applicable; or

c.      Upon a determination by the President of the Company or, if this office is vacant, the Chief Executive Officer, acting in good faith but made in his or her sole discretion, that Employee: (i) deliberately failed to substantially perform Employee’s duties and responsibilities for the Company or engaged in willful misconduct in Employee’s execution thereof; (ii) maliciously engaged in any act or omission that materially injures, or, in the opinion of the President or the Chief Executive Officer, as the case may be, has the capacity to materially injure, the business or reputation of the Company; (iii) is determined by an independent tribunal, such as the U.S. Equal Employment Opportunity Commission (EEOC) or a court of law with competent jurisdiction to have engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (iv) misappropriated or embezzled any tangible or intangible property of the Company; (v) materially breached the terms of Annex A and/or Annex B to the Employment Agreement while employed by the Company; and/or (vi) has been convicted or pleaded guilty or no contest to a felony (not including a violation of the traffic laws); subject, however, to the Company having first provided Employee with written notice of the occurrence of any of the events in subsections (i) through (vi) above and Employee’s failure to cure or remedy those events which are capable of being cured within thirty (30) days of Employee’s receipt of such written notice.

d.     Upon written notice from Employee to the Company that Employee is terminating his employment with the Company, effective on the 30^th day following the Company’s receipt of such notice.

4.2      Compensation After Termination During Employment Period. If the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1 hereof or if either party terminates this Agreement pursuant to Article 2 hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. By contrast, if Employee’s employment is terminated during the Employment Period other than pursuant to Section 4.1 or Article 2 hereof (without a Change in Control as defined in the Severance Agreement dated on or about February 11, 2010 between Employee and the Company), then Employee will be entitled to receive the Base Salary for the remaining balance of the Employment Period. From and after such termination or expiration date, the Company shall continue to have all other rights available hereunder, including without limitation all rights under the Proprietary Agreement and/or the Non-Competition Agreement (as hereinafter defined) and attached to the Employment Agreement as Annex A and Annex B, respectively.

4.3      Resignation as Officer and Director. Upon termination of Employee’s employment by either party for any reason, Employee will also be deemed to have resigned his position(s), if any, as an officer or director of the Company, as a member of any Board committees, as well as any other positions he or she may hold with or for the benefit of the Company and/or its affiliates.

ARTICLE 5

PROPRIETARY INFORMATION

Notwithstanding the restating and amending of the Employment Agreement as provided herein, the Proprietary Information and Inventions Agreement (the “Proprietary Agreement”), attached to the Employment Agreement as Annex A will remain in full force and effect in accordance with its terms.

ARTICLE 6

NON-COMPETITION AND NON-SOLICITATION

Notwithstanding the restating and amending of the Employment Agreement as provided herein, the Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”), attached to the Employment Agreement as Annex B will remain in full force and effect in accordance with its terms.

ARTICLE 7

MISCELLANEOUS

7.1      Withholding Taxes. All amounts payable under this Agreement, whether such payment is to be made in cash or other property, shall be subject to applicable withholding requirements for Federal, state and local income taxes, employment and payroll taxes, and other legally required withholding taxes and contributions to the extent appropriate in the determination of the Company, and Employee shall report all such amounts as income on Employee’s personal income returns and for all other purposes.

7.2      Assignment. No party hereto may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party hereto; provided, however, that the Company shall have the right to assign all or any part of its rights and obligations under this Agreement (i) to any member, subsidiary or affiliate of the Company or any surviving entity following any merger or consolidation of any of those entities with any entity other than the Company, or (ii) in connection with the sale of all or substantially all of the Company’s assets.

7.3      Binding Effect. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall be binding upon and inure to the benefit of the respective legal representatives, heirs, successors and permitted assigns of the parties hereto.

7.4      Entire Agreement. This Agreement (including the Proprietary Agreement and Non-Competition Agreement attached to the Employment Agreement as Annexes A and B) sets forth the entire understanding of the parties and supersedes and preempts all prior oral or written understandings and agreements, including the Employment Agreement, with respect to the subject matter hereof.

7.5      Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

7.6      Amendment; Modification. No amendment or modification of this Agreement and no waiver by any party of the breach of any covenant contained herein shall be binding unless executed in writing by the party against whom enforcement of such amendment, modification or waiver is sought. No waiver shall be deemed a continuing waiver or a waiver in respect of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

7.7      Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, without giving effect to provisions thereof regarding conflict of laws.

7.8      Arbitration. Except for disputes, controversies or claims arising out of or related to the Proprietary Agreement and/or the Non-Competition Agreement attached as Annex A and B, respectively, any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to its existence, validity, interpretation, performance or non-performance or breach, shall be decided by a single neutral arbitrator agreed upon by the parties hereto in Raleigh, North Carolina in binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The written decision of the arbitrator shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party waives any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator.

7.9      Notices. All notices, demands or other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by a recognized overnight courier service the next day. Such notices, demands and other communications shall be sent to the address first set forth above, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of successful transmission), (ii) the date of receipt if sent by certified mail, or (iii) the date of receipt if sent by overnight courier.

7.10      Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

7.11      Descriptive Heading; Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

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

COMPANY:	FURIEX PHARMACEUTICALS, INC.
	By:	/s/ June Almenoff
	Name:	June Almenoff
	Title:	President and Chief Medical Officer
EMPLOYEE:		/s/ Sailash Patel
		Sailash Patel

EX-99

Exhibit 99.1

Contact 

Media/Analysts/Investors: 

Sailash Patel 

919.456.7814 

sailash.patel@furiex.com

Furiex Pharmaceuticals Announces Management Changes

MORRISVILLE, N.C. (October 28, 2013) - Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) announced today the appointment of Sailash Patel to the position of Chief Financial Officer, effective November 15, 2013. Mr. Patel replaces Mr. Marshall Woodworth, who tendered his resignation to pursue other opportunities, but will remain with the company to assist during a transition period.

“Mr. Patel has an impressive track record in the biotech and pharmaceutical industry and brings a unique set of talents to the Chief Financial Officer role as we continue to progress our product portfolio,” said June Almenoff, M.D., Ph.D., president and chief medical officer of Furiex. “In his prior roles, Sailash has proven himself as a key member of leadership teams, driving financial strategy and deal making.”

“We are pleased that Mr. Woodworth will be available to assist the company during the transition. We wish to thank him for his contributions to Furiex during his time with us and wish him well in his future endeavors,” continued Dr. Almenoff.

Mr. Patel has been with Furiex since its spin-off from PPD LLC, and currently serves as Vice President of Strategic Development, overseeing corporate development, investor relations and strategic planning functions. Previously, Mr. Patel served as Vice President of Strategic Development for PPD, where he ran corporate strategy development and was responsible for the execution of the company’s acquisitions and licensing activities. He holds a master's degree in business administration from the University of North Carolina at Chapel Hill and a bachelor's degree in pharmacy with honors from University of Nottingham in the U.K.

“Sailash has been instrumental in constructing Furiex’s portfolio and the company’s successful spin-off from PPD,” said Fred Eshelman, Pharm.D., chairman of Furiex. “His broad-based experience as a finance professional and operational management gives him a solid platform to continue the company’s focus on managing its finances and driving shareholder value.”

About Furiex Pharmaceuticals

Furiex Pharmaceuticals is a drug development collaboration company that uses innovative clinical development design to accelerate and increase value of drug development programs by advancing them through the drug discovery and development process in a cost-efficient manner. Our drug development programs are designed and driven by a core team with extensive drug development experience. The company collaborates with pharmaceutical and biotechnology companies and has a diversified product portfolio and pipeline with multiple therapeutic candidates, including one Phase III-ready asset, two compounds in Phase III development, one of which is with a partner, and four products on the market. The company's mission is to develop innovative medicines faster and at a lower cost, thereby improving profitability and accelerating time to market while providing life-improving therapies for patients. For more information, visit www.furiex.com.

Except for historical information, all of the statements, expectations and assumptions contained in this news release are forward-looking statements that involve a number of risks and uncertainties. Although Furiex attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors which could cause actual results to differ materially include the following: reliance on key personnel, including Mr. Patel in his expanded role; continuing losses and our potential need for additional financing; the risk that eluxadoline will fail in Phase III clinical trials; our reliance on our collaborators and the risk that revenues from royalties and milestone payments differ from expectations; our need to find a collaborator for our late-stage compounds or incur the expense and risk of commercializing them ourselves; changes in the safety and efficacy profile of our existing compounds as they progress through research and development; potential changes to regulatory guidance by regulatory agencies such as the U.S. Food and Drug Administration and the European Medicines Agency; the terms of new collaborative agreements that we might enter into in the future; the costs of defending any patent opposition or litigation necessary to protect our proprietary technologies; and the other risk factors set forth from time to time in the SEC filings for Furiex, copies of which can be found on our website.