ACTINIUM PHARMACEUTICALS, INC.Files An 8-K Entry into a Material Definitive Agreement

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ACTINIUM PHARMACEUTICALS, INC.Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.


On June 15, 2017, Actinium Pharmaceuticals, Inc. (the Company)
named Nitya Ray, Ph.D. a named executive officer. Dr. Ray is the
Companys Executive Vice President, Head of Product Development,
Manufacturing and Supply Chain.


Dr. Ray joins the Company from CytoDyn, Inc. where he was Sr.
Vice President of Manufacturing and CMC Team Leader. At CytoDyn
Dr. Ray developed robust and cost effective manufacturing
processes for an antibody therapeutic drug candidate, currently
in two Phase 3 clinical studies intended to treat and prevent HIV
infection. Dr. Ray led a successful regulatory meetings with the
FDA while simultaneously developing strategies for process
development, scale-up, validation, commercial manufacturing, and
supply chain to support potential commercialization of the
CytoDyn’s HIV therapeutic drug candidate. Prior to CytoDyn, Dr.
Ray spent 15 years at Progenics Pharmaceuticals, Inc., a
radiopharmaceutical therapeutic and diagnostic company, most
recently as Senior Vice President, Manufacturing. At Progenics,
Dr. Ray led the development of scalable manufacturing processes
and achieved order-of-magnitude cost reduction through improved
productivity and scale. In addition, Dr. Ray built process and
product development teams for Progenics’ small molecule,
biologics, and radiopharmaceuticals that developed innovative
processes for various phases of clinical development and
commercial manufacturing. Dr. Ray supported in-house cGMP
biologics manufacturing for Phase 13 clinical development and
managed relationships with Contract Development and manufacturing
Organizations (CDMO’s) on a global basis. Dr. Ray also worked at
Hoffman-La Roche with a focus on biopharmaceuticals and Verax
Corporation in roles of increasing responsibility. Dr. Ray has a
Ph.D. in Biochemical Engineering and an M.S. in Chemical and
Biochemical Engineering from Rutgers University and a B.S. in
Chemical Engineering from Jadavpur University.

Compensatory Plan


On May 26, 2017 the Company and Dr. Ray entered into an Offer
Letter (the Employment Agreement). to the Employment Agreement,
Dr. Ray is entitled to the following compensation and benefits:


Salary is $325,000 per year, and Dr. Ray may be entitled to
a cash bonus in an amount to be determined by the Board
with a target of 30% of the base salary.


The Board granted to Dr. Ray an option to purchase 250,000
common shares of the Company at an exercise price equal to
the closing price of the Companys common stock on June 15,
2017.

Vesting Schedule. Twenty-eight percent (28%) of the initial
options granted shall vest twelve months after the date of
grant and two percent (2%) of the remainder shall vest each
month thereafter until fully vested. Such additional options
or restricted stock will have an exercise price per share
which is equal to fair market value as determined by the
Board on the date of the grant. Two percent (2%) of such
additional options or stock shall vest each month thereafter
until fully vested. The term of all options granted under
this Agreement will be for 10 years from the date of grant,
subject to Dr. Rays continuing service with the Company.

Dr. Ray is also eligible to participate in the Companys
benefit plans that are generally provided for executive
employees.


Non-Competition. During the term and for a period of three
years thereafter, Dr. Ray shall not, either directly or
indirectly, engage (as principal, partner, employee,
consultant, owner, independent contractor, advisor or
otherwise, with or without compensation) in any business
that directly or indirectly is developing, or plans to
develop, radioimmunotherapies for cancer or any therapy
related to bone marrow transplant (the Competing Business).
Notwithstanding the foregoing, this does not prevent Dr.
ray from being engaged or employed with business that has a
Competing Business as part of its business, so long as he
is not engaged or involved in any way in the Competing
Business at such business or enterprise.


Non-Solicitation. The employment agreement also contains a
non-solicitation provision that provides that during the
term of employment and for a period of 24 months following
the cessation of employment with the company you Dr. Dave
shall not directly or indirectly solicit, induce, recruit
or encourage any of the Companys employees or consultants
to terminate their relationship with the Company, or
attempt any of the foregoing, either for himself or any
other person or entity.


A copy of the Employment Agreement will be included as an exhibit
to the Companys Form 10-Q for the quarter ending June 30, 2017.

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