HEMISPHERX BIOPHARMA INC (Form: 8-K, Received: 06/15/2010 12:00:56)

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)

June 11, 2010

HEMISPHERX BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27072	52-0845822
(state or other juris-	(Commission	(I.R.S. Employer
diction of incorporation)	File Number)	(Identification No.)

1617 JFK Boulevard, Philadelphia, Pennsylvania	19103
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (215) 988-0080

(Former name or former address, if changed since last report)

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))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

See Item 5.02 below.

Section 5 – Corporate Governance and Management

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

On June 9, 2010, we entered into a new employment agreement and an amended and restated engagement Agreement with Dr. William A. Carter, our Chief Executive Officer and Chairman of the Board, and an employment agreement with Thomas K. Equels, our General Counsel, Secretary and newly appointed Executive Vice Chairman of the Board.

Agreements with Dr. William A. Carter

Dr Carter’s new employment agreement ( Exhibit 10.3 attached hereto) and his amended and restated engagement agreement ( Exhibit 10.4 attached hereto ) are similar in form to his existing employment agreement ( E xhibit 10. 1) , which expires at year end and his existing engagement agreement ( Exhibit 10. 2 ).

Dr. Carter is employed as our Chief Executive Officer and Chairman of the Board. The renewed Employment Agreement expires December 31, 2015, unless sooner terminated for cause, death or disability or upon 30 days prior written notice by Dr. Carter. His base annual salary is $500,000. Consistent with our initiatives to develop domestic and international markets for Alferon N Injection® and ongoing efforts to commercialize Ampligen®, Dr. Carter also is entitled to incentive bonuses of 2.5% related to product sales, joint ventures or corporate partnering arrangements, and 5% of any sale of our company or substantially all of our assets not in the ordinary course of our business. These incentive bonuses, if earned, are not to exceed in the aggregate an annual maximum of $5,000,000. Further, pursuant to his Employment Agreement, we are issuing to Dr. Carter non-qualified stock options to purchase 500,000 shares annually for the term of the agreement.

Pursuant to Dr. Carter’s Amended And Restated Engagement Agreement, we have engaged Dr. Carter as a consultant relating to patent development. The Amended And Restated Engagement Agreement expires on December 31, 2015 unless sooner terminated for cause, death or disability or upon 30 days prior written notice by Dr. Carter. Dr. Carter’s base annual fee is $300,000.

Agreement with Thomas K. Equels

Pursuant to his Employment Agreement ( Exhibit 10.5 attached hereto ), which is generally patterned after Dr. Carter’s Employment Agreement, Mr. Equels is employed as our General Counsel, Secretary and Executive Vice Chairman. In addition to his duties as General Counsel, Secretary and Executive Vice Chairman of the Board, Mr. Equels now will be responsible for overseeing activities related to the sales of our products with the goal of generating substantial revenues through domestic and worldwide markets. The agreement expires December 31, 2015 unless sooner terminated for cause, death or disability, or upon 30 days prior written notice by Mr. Equels. His base annual salary is $400,000. Consistent with our initiatives to develop domestic and international markets for Alferon N Injection® and ongoing efforts to commercialize Ampligen®, Mr. Equels also is entitled to an incentive bonus of 5% of the gross proceeds received from any product sales, joint venture or corporate partnering arrangements, or any sale of our company or substantially all of our assets not in the ordinary course of our business up to an annual aggregate maximum of $5,000,000. Further, pursuant to his employment agreement, we are issuing to Mr. Equels non-qualified stock options to purchase 300,000 shares annually for the term of the agreement.

Item 9.01. Financial Statements and Exhibits.

10.1	William A. Carter Amended And Employment Agreement (dated March 11, 2005).

10.2	William A. Carter Amended And Restated Engagement Agreement (dated March 11, 2005).

10.3	William A. Carter Employment Agreement (dated June 11, 2010).

10.4	William A. Carter Amended and Restated Engagement Agreement (dated June 11, 2010).

10.5	Thomas K. Equels Employment Agreement (dated June 11, 2010).

SIGNATURES

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.

		HEMISPHERX BIOPHARMA, INC.

June 11, 2010	By:	/s/ William A. Carter
		William A. Carter M.D.,
		Chief Executive Officer

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 11th day of March 2005, between HEMISPHERX BIOPHARMA, INC., a Delaware corporation (the “Company”), and William A. Carter, M.D., of Tavernier, Florida (the “Employee”).

WHEREAS, the Employee is employed by the Company pursuant to an Amended And Restated Employment Agreement dated December 3, 1998, (the "Existing Agreement");

WHEREAS, the Employee and the Company wish to amend and restate the terms and conditions of the Existing Agreement;

NOW, THEREFORE, the Company and the Employee hereby amend and restate the Existing Agreement in its entirety and agree as follows:

1. Duties of Employee. The Employee shall, during the Employment Period (as defined below), be designated as the Chief Executive Officer and Chief Scientific Officer of the Company. In the Employee's capacity as such, he shall perform such general management and administrative duties and functions for the Company as are customarily performed by the chief executive officer of corporations of a similar size in the medical research field.

The Employee's duties and functions shall include the supervision and direction of all scientific and technical activities of the Company and such other administrative duties or functions as the Board of Directors of the Company may from time to time reasonably assign the Employee. The Employee shall report to the Board of Directors of the Company in connection with all of his duties and functions. The Employee, subject to services he performs relating to patent development and serving on the Board of Directors of the Company, agrees to devote his full working time to the performance of his duties under this Agreement, to exert his best efforts in the performance of his duties, and to perform his technical, scientific, and administrative duties so as to promote the profit, benefit and advantage of the business of the Company.

2. Term . This Agreement shall commence on, retroactively on January 1, 2005 and shall terminate on December 31, 2010 (the "Initial Termination Date") unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of employment together with any extension thereto hereinafter being called the "Employment Period”). This Agreement shall be automatically renewed for successive one (1) year periods after the initial Termination Date unless written notice of refusal to renew is given by one party to the other at least ninety days prior to the Initial Termination Date or the expiration date of any renewal period.

3. Compensation. (a) As compensation for the services to be performed hereunder, the Company shall pay to the Employee a salary (the "Salary"), as hereinafter provided, payable at such times as salaries of other senior executives of the company are paid but no less frequently than monthly. The Salary shall be at a rate of Two Hundred Ninety Thousand Eight Hundred and Eighty Seven and 68/100——Dollars ($290,887.68) per year (the "Base Salary"), which shall be subject to cost-of-living adjustments, as provided in the succeeding subsection (b).

(b) The Salary shall consist of the Base Salary, adjusted as provided in this subsection. On January 1, 2006, and on January 1 of each succeeding calendar year during the Employment Period, the Base Rate shall be increased or decreased by a percentage equal to the percentage average increase or decrease in the Bureau of Labor Statistics "Consumer Price Index — U.S. City Average — All Items" from the December of the preceding year to the December of the second preceding year.

(c) For each calendar year (or part thereof) during which the Agreement is in effect, the Employee shall be eligible to be paid the following bonuses:

(i) a performance bonus in an amount up to twenty-five percent (25%) of his Salary as then in effect, in the sole discretion of the Compensation Committee of the Board of Directors based on the Employee's performance and/or the Company's operating results for such year; and

(ii) an incentive bonus in an amount equal to .5% of the Gross Proceeds paid to the Company during such year from any joint ventures or corporate partnering arrangements. For purposes herein, Gross Proceeds shall mean those cash amounts paid to the Company by the other parties to the joint -venture or corporate partnering arrangement, but shall not include (i) any amounts paid to the Company as a result of sales of Ampligen or other Company products, whether to such joint venture or partnership, or to third parties; (ii) any amounts paid to the Company as reimbursement of expenses incurred; and (iii) any amounts paid to the Company in consideration for the Company's equity or other securities. After the termination of this Agreement, the Employee shall be entitled to receive the incentive bonus provided for in this subsection 3(c)(ii) based upon Gross Proceeds received by the Company during the 2 year period commencing on the termination of this Agreement with respect to any joint ventures or corporate partnering arrangements entered into by the Company during the term of this Agreement.

The performance bonus shall be eligible to be paid in cash within 60 days of the close of the calendar year. The incentive bonus shall be paid in cash within 60 days of the receipt of the Gross Proceeds by the Company.

(d) The Employee has been granted non-qualified stock options to purchase 80,000 shares of the Company's Common Stock, $.01 par value, (the "Common Stock"), in accordance with the terms of the Stock Option Agreement dated August 8, 1991, which is attached hereto as Exhibit A , provided, however, section 4 thereof is hereby deleted in its entirety and in lieu thereof the following is hereby substituted therefor:

“The options shall, to the extent not theretofore exercised and, subject to the provisions of section 5, expire and become void on December 31, 2010, unless the employment period of William A. Carter, M.D. is extended beyond December 31, 2010, in which event the options shall, subject to the provisions of section 5, expire on the last day of the extended employment period of William A. Carter, M.D.”

4. Fringe Benefits . During the Employment Period, the Employee shall be entitled to receive such fringe benefits as shall be applicable from time to time to the Company's executives generally, including but not limited to such pension, vacation, group life and health insurance, and disability benefit plans as may be maintained by the Company from time to time. Additionally, during the Employment Period, the Company shall pay, for the benefit of the Employee, the premiums for a disability insurance policy in the face amount of $200,000 and the premiums for term life insurance policies in the aggregate face amount of $1,800,000 insuring the life of the Employee, with the Employee having the right to designate the beneficiary or beneficiaries thereof.

5. Termination . (a) The Company may discharge the Employee for cause at any time as provided herein, For purposes hereof, “cause” shall mean the willful engaging by Employee in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company. for purposes of this Agreement, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until the Company delivers to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

(b) The employment of the Employee shall terminate upon the death or disability of the Employee. For purposes of this subsection (b), “disability” shall mean the inability of the Employee effectively to carry out substantially all of his duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

(c) The Employee shall have the right to terminate this Agreement upon not less than thirty (30) days, prior written notice of termination.

6. Effect of Termination .

(a) In the event that the Employees employment is terminated for "cause" pursuant to subsection 5(a) , the Company shall pay to the Employee, at the time of such termination, only the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of his actual employment by the Company.

(b) In the event that the Employee is terminated at any time without "cause", as defined in subsection 5(a), the Company shall pay to the Employee, at the time of such termination, the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of the then current term of this Agreement.

(c) In the event the Employee's employment is terminated at his election pursuant to subsection 5(c) or due to his death or disability pursuant to 5(b), the Company shall pay to the Employee, at the time of such termination, the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of the month in which such termination occurs and for an additional twelve month period.

(d) Upon termination of Employee's employment, with or without cause, in accordance with the terms hereof, Employee shall resign from the Company's Board of Directors.

7. Employee's Representations and Warranties . The Employee hereby represents and warrants to the Company that he has the right to enter into this Agreement, and his execution, delivery and performance of this Agreement (a) will not violate any contract to which the Employee is a party or any applicable law or regulation nor give rise to any rights in any other person or entity and (b) are not subject to the consent of any other person or entity, including, without limitation, Hahnemann University.

8. Confidentiality, Invention and Non-Compete Agreement . The Employee confirms his obligation to be bound by the terms of the Confidentiality, Invention and Non-Compete Agreement attached hereto as Exhibit B , executed as of July 1, 1993.

9. Notices . Any notice or other communication pursuant to this Agreement shall be in writing and shall be sent by telecopy or by certified or registered mail addressed to the respective parties as follows:

(i)

If to the Company, to:

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard

Philadelphia, Pennsylvania 1910

Telecopier No.: (215) 988-1739

Attention: President

(ii)

If to the Employee, to:

William A. Carter, M.D.

89501 Old Highway

Tavernier, Florida 33070

Telecopier No.: (305) 852-2236

or to such other address as the parties shall have designated by notice to the other parties given in accordance with this section. Any notice or other communication shall be deemed to have been duly given if personally delivered or mailed via registered or certified mail, postage prepaid, return receipt requested, or, if sent by telecopy, when confirmed.

10. Survival . Notwithstanding anything in section 2 hereof to the contrary, the Confidentiality, Invention and Non-Compete Agreement shall survive any termination of this Agreement or any termination of the Employee's services.

11. Modification . No modification or waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such modification or waiver is sought unless it is made in writing and signed by or on behalf of both parties hereto.

12. Miscellaneous . (a) This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(b) The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate and be construed as a waiver or a continuing waiver by that party of the same or any subsequent breach of any provision of this Agreement by the other party.

(c) If any provisions of this Agreement or the application thereof to any person or circumstance shall be determined by an arbitrator (or panel or arbitrators) or any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder hereof, or the application of such provision to persons or circumstances other than those as to which it is so determined to be invalid or unenforceable, shall not - be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns.

(e) This Agreement shall not be assignable in whole or in part by either party, except that the Company may assign this Agreement to and it shall be binding upon any subsidiary or affiliate of the Company or any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company.

IN WITNESS WHEREOF , this Agreement has been signed by the parties hereto as of the date first above written.

HEMISPHERX BIOPHARMA, INC.

By:	/s/ Ransom W. Etheridge
	Ransom W. Etheridge, Secretary

By:	/s/ William A. Carter
	William A. Carter

Exhibit 10.2

AMENDED AND RESTATED

ENGAGEMENT AGREEMENT

Agreement made and entered into as of March 11, 2005 between Hemispherx Biopharma, Inc. a Delaware Corporation (the “Company”) and William A. Carter, M.D., of Tavernier, Florida (“Carter”).

In consideration of the premises and the mutual covenants and conditions herein contained the Company and Carter hereby agree as follows:

1. Engagement. The Company engages Carter and Carter agrees to serve the Company as a consultant relating to patent development. Additionally, Carter shall serve, so long as he is elected by the shareholders of the Company, as a Director of the Company, and shall serve, so long as he is elected by the Board of Directors of the Company, as chairman of the Executive Committee of the Board of Directors of the Company. It is expressly understood and agreed that all of Carter’s services hereunder are being provided as an independent contractor and not as an employee for federal tax purposes.

2. Term. This Agreement shall commence, retroactively, as of January 1, 2005 and shall terminate on December 31, 2010 (the “Initial Termination Date”) unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of service together with any extension thereto hereinafter being called the “Service Period”). This Agreement shall be automatically renewed for successive one (1) year periods after the original Termination Date unless written notice of refusal to renew is given by one party to the other at least ninety days prior to the initial Termination Date or the expiration of any renewal period.

3. Fees.

(a) For his services to the Company the Company shall pay Carter a fee (the “Base Fee”) of $207,776.88 per year (the “Original Base Fee”), which shall be subject to adjustments as provided in succeeding subsections (b) and (c).

(b) On January 1, 2006, and on January 1, of each succeeding calendar year during the Service Period, the Base Fee shall be increased or decreased by the amount of increase or decrease in the annual dollar value of Directors fees being provided to the individual Directors of the Company from the December of the preceding year to the December of the second preceding year.

(c) On January 1, 2006, and on January 1 of each succeeding calendar year during the Service Period and after the adjustment provided for in subsection (b) above, the Base Fee shall be increased or decreased by a percentage equal to the percentage average increase or decrease in the Bureau of Labor Statistics “Consumer Price Index – U.S. City Average – All Items” from December of the second preceding year.

(d) For each calendar year (or part thereof) during which this Agreement is in effect, Carter shall be eligible to be paid a performance bonus in an amount up to twenty-five percent (25%) of his Base Fee then in effect, in the sole discretion of the Compensation Committee of the Board of Directors based on Carter’s performance for such year.

4. Expenses. During the Service Period, Carter, upon presentation of payment vouchers or receipts, will be reimbursed for the reasonable and necessary expenses incurred by him in providing services pursuant to this Agreement.

5. Termination.

(a) The Company may discharge Carter for cause at any time as provided herein. For purposes hereof, “cause” shall mean the willful engaging by Carter in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company. for purposes of this Agreement, no act, or failure to act, on Carter's part shall be deemed "willful" unless done, or omitted to be done, by Carter not in good faith and without reasonable belief that Carter's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Carter shall not be deemed to have been terminated for Cause unless and until the Company delivers to Carter a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Carter and an opportunity for Carter, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Carter was guilty of conduct set forth above and specifying the particulars thereof in detail.

(b) This Agreement shall terminate upon the death or disability of Carter. For purposes of this subsection (b), “disability” shall mean the inability of Carter effectively to substantially provide the services hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

(c) Carter shall have the right to terminate this Agreement upon not less than thirty (30) days prior written notice of termination.

6. Effect of Termination .

(a) In the event that this Agreement is terminated for "cause" pursuant to subsection 5(a), the Company shall pay Carter, at the time of such termination, only the fees due and payable to him through the date of the termination of this Agreement.

(b) In the event that this Agreement is terminated by the Company at any time without "cause", as defined in subsection 5(a), the Company shall pay to Carter, at the time of such termination, the fees otherwise due and payable to him through the last day of the then current term of this Agreement.

(c) In the event this Agreement is terminated at his election pursuant to subsection 5(c) or due to Carter’s death or disability pursuant to 5(b), the Company shall pay to Carter, at the time of such termination, the fees otherwise due and payable to him through the last day of the month in which such termination occurs and for an additional twelve month period.

7. Carter’s Representations and Warranties . Carter hereby represents and warrants to the Company that he has the right to enter into this Agreement, and his execution, delivery and performance of this Agreement (a) will not violate any contract to which Carter is a party or any applicable law or regulation nor give rise to any rights in any other person or entity and (b) are not subject to the consent of any other person or entity.

8. Notices . Any notice or other communication pursuant to this Agreement shall be in writing and shall be sent by telecopy or by certified or registered mail addressed to the respective parties as follows:

(i)

If to the Company, to:

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard

Philadelphia, Pennsylvania 1910

Telecopier No.: (215) 988-1739

Attention: President

(ii)

If to Carter, to:

William A. Carter, M.D.

89501 Old Highway

Tavernier, Florida 33070

Telecopier No.: (305) 852-2236

9. Modification . No modification or waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such modification or waiver is sought unless it is made in writing and signed by or on behalf of both parties hereto.

10. Miscellaneous . (a) This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns.

IN WITNESS WHEREOF, this Agreement has been signed by the parties

hereto as of the date first above written.

HEMISPHERX BIOPHARMA, INC.

By:	/s/ Ransom W. Etheridge
	Ransom W. Etheridge, Secretary

By:	/s/ William A. Carter
	William A. Carter

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 11th day of June 2010, between HEMISPHERX BIOPHARMA, INC., a Delaware corporation (the “Company”), and Dr. William Carter of Tavernier, Florida (the “Employee” or “Dr. Carter”).

WHEREAS, the Company desires to employ Dr. Carter as its Chief Executive Officer and Chairman of its Board of Directors;

WHEREAS, the Employee and the Company wish to state the terms and conditions of the Agreement herein;

NOW, THEREFORE, the Company and the Employee hereby agree as follows:

1. Duties of Employee. The Employee shall, during the Employment Period (as defined below), be designated as the Chief Executive Officer and Chairman of the Board of the Company. In the Employee's capacity as such, he shall perform such duties and functions for the Company as are customarily performed in corporations of a similar size in the medical research field. Company acknowledges that Carter has other business interests which may, from time to time, require his time and attention. Carter may continue such business interests not inconsistent with his Chief Executive Officer and Chairman of the Board duties.

Employee shall serve on the Board of Directors of the Company and, when designated, its affiliates and subsidiaries, providing Employee receives those director’s fees at the highest rate then being paid to any other member of the board compensated for services as a director. This obligation shall be retroactive to January 1, 2010.

2. Term . This Agreement shall commence on, June 15, 2010 and shall terminate on December 31, 2015 (the "Initial Termination Date") unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of employment together with any extension thereto hereinafter being called the "Employment Period”). This Agreement shall be automatically renewed for successive three (3) year periods after the initial Termination Date unless written notice of refusal to renew is given by one party to the other at least 180 days prior to the Initial Termination Date or the expiration date of any renewal period. In the event of a change in control as defined in the Company’s 10-K/A filing of April 30, 2010, the term of this agreement shall automatically be extended for three additional years.

3. Compensation. (a) As compensation for the services to be performed hereunder, the Company shall pay to the Employee a salary (the "Salary"), as hereinafter provided, payable at such times as salaries of other senior executives of the company are paid but no less frequently than monthly. The Salary shall be at a rate of Five Hundred Thousand dollars ($500,000) per year (the "Base Salary"), which shall be subject to cost-of-living adjustments, as provided in the succeeding subsection (b).

(b) The Salary shall consist of the Base Salary, increased as provided in this subsection. On January 1, 2011, and on January 1 of each succeeding calendar year during the Employment Period, the Base Rate shall be increased by a percentage equal to the greater of the percentage average increase in the Bureau of Labor Statistics "Consumer Price Index — U.S. City Average — All Items" from the December 31 st of the preceding year to January 1 st of the preceding year or a universal, non-discriminatory Cost Of Living salary adjustment as approved by the Compensation Committee.

(c) For each calendar year (or part thereof) during which the Agreement is in effect, the Employee shall be eligible to be paid the following bonuses:

(i) a performance bonus in an amount up to twenty-five percent (25%) of his current Base Salary as then in effect, in the sole discretion of the Compensation Committee of the Board of Directors based on the Employee's performance and/or the Company's operating results for such year; and

(ii) an incentive bonus in an amount equal to Two and One Half ( 2.5%) percent of the Gross Proceeds paid to the Company to the Company as a result of sales of Alferon N Injection®, Alferon® LDO, Ampligen or other Company products, or from any joint ventures or corporate partnering arrangements . For purposes herein, Gross Proceeds shall mean those cash amounts paid to the Company by the other parties to the joint -venture or corporate partnering arrangement, but shall not include (i) any amounts paid to the Company as reimbursement of expenses incurred; and (iii) any amounts paid to the Company in consideration for the Company's assets (i.e, plant, property, equipment, investments, etc), equity or other securities. After the termination of this Agreement, for any reason, the Employee shall be entitled to receive the incentive bonus provided for in this subsection 3(c)(ii) based upon Gross Proceeds received by the Company during the 3 year period commencing on the termination of this Agreement with respect to any joint ventures or corporate partnering arrangements entered into by the Company during the term of this Agreement. Furthermore, Employee shall be entitled to a 5% bonus related to any sale of the Company, or any sale of a substantial portion of Company assets not in the ordinary course of its business. The aggregate incentive bonus hereunder as set forth above shall be capped not to exceed $5,000,000 annually.

The performance bonus shall be eligible to be paid in cash within 90 days of the close of the calendar year. The incentive bonus shall be paid in cash within 90 days of the receipt of the Gross Proceeds by the Company.

(d) The Employee is hereby granted non-qualified stock options as additional compensation for the services to be performed hereunder, the Company shall issue to the Employee, as of the effective date of Board of Director approval, non-qualified annual options valid for a ten year period to purchase 500,000 shares of the Company common stock with an exercise price equal to 110% of the closing price of the Company stock on the NYSE/ Amex on the effective date of trading day before this agreement is effectively approved by the Board of Directors. For future years of this agreement, a similar option shall be awarded on July 15 th of each year thereafter based upon an exercise price equal to 110% of the closing price of the Company stock on the NYSE Amex on the effective trading date of June 30 th of that year for which Dr. Carter remains an active employee at that date. .

4. Fringe Benefits . During the Employment Period, the Employee shall be entitled to receive such fringe benefits as shall be applicable from time to time to the Company's executives generally, including but not limited to such 401(k), vacation, group life and health insurance, and disability benefit plans as may be maintained by the Company from time to time. Additionally, during the Employment Period, the Company shall pay, for the benefit of the Employee, the premiums for a disability insurance policy in the face amount of $500,000 and the premiums for term life insurance policies in the aggregate face amount of $6,000,000 insuring the life of the Employee, with the Employee having the right to designate the beneficiary or beneficiaries thereof.

5. Termination . (a) The Company may discharge the Employee for cause at any time as provided herein, for purposes hereof, “cause” shall mean the willful engaging by Employee in illegal conduct or gross misconduct or gross violation of the Company’s Code of Ethics And Business Conduct for Officers which is demonstrably and materially injurious to the Company. For purposes of this Agreement, no act, or failure to act, on Employee's part shall be deemed "willful" unless done intentionally by Employee and not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until the Company delivers to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the directors of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

(b) The employment of the Employee shall terminate upon the death or disability of the Employee. For purposes of this subsection (b), “disability” shall mean the inability of the Employee effectively to carry out substantially all of his duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted for a continuous period of not less than twelve (12) months.

(c) The Employee shall have the right to terminate this Agreement upon not less than thirty (30) days, prior written notice of termination.

6. Effect of Termination .

(c) In the event the Employee's employment is terminated at his election pursuant to subsection 5(c) or due to his death or disability pursuant to 5(b), the Company shall pay to the Employee, at the time of such termination, the Base Salary and applicable benefits otherwise due and payable to him under Sections 3 and 4 through the last day of the month in which such termination occurs and for an additional twelve month period.

(d) Upon termination of Employee's employment, with or without cause, in accordance with the terms hereof, Employee shall resign from the Company's Board of Directors.

9. Offices. Dr. Carter may conduct the business of the Company from a variety of locations, including but not limited to those offices of the Chairman and CEO in Philadelphia, his home office, and from the Retreat House in Tavernier. The Company shall supply that equipment necessary for full telephone, telefax and internet access at all these locations and supply a portable computer capable of remote access while employee travels domestically and internationally on Company business.

10. Expenses. The Company shall be responsible for all travel and business entertainment expenses of Dr. Carter. The expenditures shall be as prescribed or limited by the Company’s Travel & Expense policies and procedures. The Company shall provide Dr. Carter with an unrestricted American Express Platinum card and a Visa Platinum card to use for all travel, entertainment and business related expenses of the company contemplated by this agreement.

11. Notices . Any notice or other communication pursuant to this Agreement shall be in writing and shall be sent by telecopy or by certified or registered mail addressed to the respective parties as follows:

(i)

If to the Company, to:

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard, Suite 660

Philadelphia, Pennsylvania 19103

Telecopier No.: (215) 988-1739

Attention: Thomas K. Equels

General Counsel, Secretary, Executive Vice Chairman

(ii)

If to the Employee, to:

Dr. William A. Carter, M.D.

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard, Suite 660

Philadelphia, Pennsylvania 19103

Telecopier No.: (215) 988-1739

12. Survival . Notwithstanding anything in section 2 hereof to the contrary, the Confidentiality, Invention and Non-Compete Agreement shall survive any termination of this Agreement or any termination of the Employee's services.

13. Modification . No modification or waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such modification or waiver is sought unless it is made in writing and signed by or on behalf of both parties hereto.

14. Miscellaneous . (a) This Agreement shall be subject to and construed in accordance with the laws of the State of Florida. Furthermore, the parties acknowledge that the Company has had independent counsel representing it in this matter.

(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns.

IN WITNESS WHEREOF , this Agreement has been signed by the parties hereto as of the date first above written.

HEMISPHERX BIOPHARMA, INC.

By:	/s/ Thomas K. Equels
	Thomas K. Equels, Secretary

By:	/s/ William A. Carter
	Dr. William A. Carter

Exhibit 10.4

AMENDED AND RESTATED

ENGAGEMENT AGREEMENT

Agreement made and entered into as of June 11, 2010 between Hemispherx Biopharma, Inc. a Delaware Corporation (the “Company”) and William A. Carter, M.D., of Tavernier, Florida (“Carter”).

In consideration of the premises and the mutual covenants and conditions herein contained the Company and Carter hereby agree as follows:

1. Engagement. The Company engages Carter and Carter agrees to serve the Company as a consultant relating to patent development. It is expressly understood and agreed that all of Carter’s services hereunder are being provided as an independent contractor and not as an employee for federal tax purposes.

2. Term. This Agreement shall commence as of June 1, 2010 and shall terminate on December 31, 2015 (the “Initial Termination Date”) unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of service together with any extension thereto hereinafter being called the “Service Period”). This Agreement shall be automatically renewed for successive one (1) year periods after the original Termination Date unless written notice of refusal to renew is given by one party to the other at least ninety days prior to the initial Termination Date or the expiration of any renewal period.

3. Fees.

(a) For his services to the Company the Company shall pay Carter a fee (the “Base Fee”) of $300,000 per year (the “Original Base Fee”), which shall be subject to adjustments as provided in succeeding subsections (b) and (c).

(b) On January 1, 2011, and on January 1 of each succeeding calendar year during the Service Period and after the adjustment provided for in subsection (b) above, the Base Fee shall be increased by the greater of the percentage equal to the percentage average increase or decrease in the Bureau of Labor Statistics “Consumer Price Index – U.S. City Average – All Items” from the prior calendar year or a universal, non-discriminatory Cost Of Living salary adjustment as approved by the Compensation Committee.

(c) For each calendar year (or part thereof) during which this Agreement is in effect, Carter shall be eligible to be paid a performance bonus in an amount up to twenty-five percent (25%) of his Base Fee then in effect, in the sole discretion of the Compensation Committee of the Board of Directors based on Carter’s performance for such year.

4. Expenses. During the Service Period, Carter, upon presentation of payment vouchers or receipts and as prescribed or limited by the Company’s Travel & Expense policies and procedures, whenever practical given the demands of the business requirements, will be reimbursed for the reasonable and necessary expenses incurred by him in providing services pursuant to this Agreement.

5. Termination.

(a) The Company may discharge Carter for cause at any time as provided herein. For purposes hereof, “cause” shall mean the willful engaging by Carter in illegal conduct, gross misconduct or gross violation of the Company’s Code of Ethics And Business Conduct for Officers which is demonstrably and materially injurious to the Company. for purposes of this Agreement, no act, or failure to act, on Carter's part shall be deemed "willful" unless done, or omitted to be done, by Carter not in good faith and without reasonable belief that Carter's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Carter shall not be deemed to have been terminated for Cause unless and until the Company delivers to Carter a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Carter and an opportunity for Carter, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Carter was guilty of conduct set forth above and specifying the particulars thereof in detail.

(c) Carter shall have the right to terminate this Agreement upon not less than thirty (30) days prior written notice of termination.

6. Effect of Termination .

(i)

If to the Company, to:

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard

Philadelphia, Pennsylvania 19103

Telecopier No.: (215) 988-1739

Attention: Thomas Equels

General Counsel

(ii)

If to Carter, to:

Dr. William A. Carter, M.D.

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard

Philadelphia, Pennsylvania 19103

Telecopier No.: (215) 988-1739

10. Miscellaneous . (a) This Agreement shall be subject to and construed in accordance with the laws of the State of Florida.

(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns.

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.

HEMISPHERX BIOPHARMA, INC.

By:	/s/ Thomas K. Equels
	Thomas K. Equels, Secretary

By:	/s/ William A. Carter
	William A. Carter, M.D.

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 11th day of June, 2010, between HEMISPHERX BIOPHARMA, INC., a Delaware corporation (the “Company”), and Thomas K. Equels, of Miami, Florida (the “Employee” or “Equels”).

WHEREAS, the Company desires to employ Equels as its General Counsel, Secretary and Executive Vice Chairman of its Board of Directors;

WHEREAS, the Company and Equels acknowledge that there have been steadily decreasing sales of Ampligen® and no sales of Alferon N Injection® nor other products generating revenues for the last fiscal year;

WHEREAS, the Company desires to retain Equels to oversee its program to reinstate or create such revenue generators and provide incentives for commercial success;

WHEREAS, due to the volume of litigation and other duties of the General Counsel the Company wants Equels on a base salary, rather than at his current hourly law firm rate;

WHEREAS, the Employee and the Company wish to state the terms and conditions of the Agreement herein;

NOW, THEREFORE, the Company and the Employee hereby agree as follows:

1. Duties of Employee. The Employee shall, during the Employment Period (as defined below), be designated as the Executive Vice Chairman of the Board, Secretary and General Counsel of the Company. In the Employee's capacity as such, he shall perform such duties and functions for the Company as are customarily performed by the Executive Vice Chairman of the Board, Secretary and General Counsel of corporations of a similar size in the medical research field.

The Employee's duties and functions shall also include overseeing activities of the Company related to the sales of product with the goal of generating substantial revenues through domestic and worldwide markets. The Employee shall report to the Chairman of the Board of Directors of the Company in connection with all of his duties and functions. The Employee agrees to work diligently to promote the business of the Company.

The Company acknowledges that Employee has other business interests and that employee may continue said interests, including but not limited to management of the Equels Law Firm and Mystic Oaks Farm. It is specifically agreed that Equels will no longer bill the Company for legal services provided by him as a lawyer at the Equels Law Firm, however, to the extent the Company uses the services of other lawyers from the Equels Law Firm these other lawyers and paralegals shall be billed and paid at their preapproved hourly rates.

Employee shall serve on the Board of Directors of the Company and, when designated, its affiliates and subsidiaries, providing Employee receives those Director’s fees at the highest rate then being paid to any other member of the Board compensated for services as a Director.

2. Term . This Agreement shall commence on, June 1, 2010 and shall terminate on December 31, 2015 (the "Initial Termination Date") unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of employment together with any extension thereto hereinafter being called the "Employment Period”). This Agreement shall be automatically renewed for successive three (3) year periods after the initial Termination Date unless written notice of refusal to renew is given by one party to the other at least 180 days prior to the Initial Termination Date or the expiration date of any renewal period. In the event of a change in control as defined in the Company’s 10-K/A filing of April 30, 2010, the term of this agreement shall automatically be extended for three additional years.

4. Compensation. (a) As compensation for the services to be performed hereunder, the Company shall pay to the Employee a salary (the "Salary"), as hereinafter provided, payable at such times as salaries of other senior executives of the Company are paid but no less frequently than monthly. The Salary shall be at a rate of Four Hundred Thousand dollars ($400,000) per year (the "Base Salary"), which shall be subject to cost-of-living adjustments, as provided in the succeeding subsection (b).

(b) The Salary shall consist of the Base Salary, increased as provided in this subsection. On January 1, 2011, and on January 1 of each succeeding calendar year during the Employment Period, the Base Rate shall be increased by a percentage equal to the greater of the percentage average increase in the Bureau of Labor Statistics "Consumer Price Index — U.S. City Average — All Items" from December 31 st of the preceding year to January 1 st of the preceding year or a universal, non-discriminatory Cost Of Living salary adjustment as approved by the Compensation Committee.

(c) For each calendar year (or part thereof) during which the Agreement is in effect, the Employee shall be eligible to be paid the following bonuses:

(ii) an incentive bonus in an amount equal to Five (5%) percent of the Gross Proceeds paid to the Company as a result of sale of Alferon N Injection®, Alferon® LDO, Ampligen® or other Company products, or from any joint ventures or corporate partnering arrangements . For purposes herein, Gross Proceeds shall mean those cash amounts paid to the Company by the other parties to the joint venture or corporate partnering arrangement, but shall not include (i) any amounts paid to the Company as reimbursement of expenses incurred; and (ii) any amounts paid to the Company in consideration for the Company's assets (i.e, plant, property, equipment, investments, etc), equity or other securities. After the termination of this Agreement, for any reason, the Employee shall be entitled to receive the incentive bonus provided for in this subsection 3(c)(ii) based upon Gross Proceeds received by the Company during the 3 year period commencing on the termination of this Agreement with respect to any joint ventures or corporate partnering arrangements entered into by the Company during the term of this Agreement. Furthermore, Employee shall be entitled to bonus related to any sale of the Company, or any sale of a substantial portion of Company assets not in the ordinary course of its business. The aggregate incentive bonus hereunder as set forth above shall be capped not to exceed $5,000,000 annually.

(d)

The Employee is hereby granted non-qualified stock options as additional compensation for the services to be performed hereunder, the Company shall issue to the Employee, as of the effective date of Board of Director approval, non-qualified annual options valid for a ten year period to purchase 300,000 shares of the Company common stock with an exercise price equal to 110% of the closing price of the Company stock on the NYSE Amex on the effective date of trading day before this agreement is effectively approved by the Board of Directors. A similar option shall be awarded each year based upon an exercise price equal to 110% of the closing price of the Company stock on the NYSE Amex on the effective date of the final trading day of May for each respective year for which Equels remains an active employee at that date.

4. Fringe Benefits . During the Employment Period, the Employee shall be entitled to receive such fringe benefits as shall be applicable from time to time to the Company's executives generally, including but not limited to such 401(k), vacation, group life and health insurance, and disability benefit plans as may be maintained by the Company from time to time. Additionally, during the Employment Period, the Company shall pay, for the benefit of the Employee, the premiums for a disability insurance policy in the face amount of $400,000 and the premiums for term life insurance policies in the aggregate face amount of $3,000,000 insuring the life of the Employee, with the Employee having the right to designate the beneficiary or beneficiaries thereof.

5. Termination . (a) The Company may discharge the Employee for cause at any time as provided herein, for purposes hereof, “cause” shall mean the willful engaging by Employee in illegal conduct, gross misconduct or gross violation of the Company’s Code of Ethics And Business Conduct for Officers which is demonstrably and materially injurious to the Company. For purposes of this Agreement, no act, or failure to act, on Employee's part shall be deemed "willful" unless done intentionally by Employee and not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until the Company delivers to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the directors of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

(c) The Employee shall have the right to terminate this Agreement upon not less than thirty (30) days, prior written notice of termination.

6. Effect of Termination .

(a) In the event that the Employee’s employment is terminated for "cause" pursuant to subsection 5(a) , the Company shall pay to the Employee, at the time of such termination, only the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of his actual employment by the Company.

(c) In the event the Employee's employment is terminated at his election pursuant to subsection 5(c) or due to his death or disability pursuant to 5(b), the Company shall pay to the Employee, at the time of such termination, the Base Salary, and applicable benefits, otherwise due and payable to him under Sections 3 and 4 through the last day of the month in which such termination occurs and for an additional twelve month period.

(d) Upon termination of Employee's employment, with or without cause, in accordance with the terms hereof, Employee shall resign from the Company's Board of Directors.

8. Confidentiality, Invention and Non-Compete Agreement . The Employee confirms his obligation to be bound by the terms of a Confidentiality, Invention and Non-Compete Agreement attached hereto as Exhibit “A”.

9. Offices. Equels may conduct the business of the Company from a variety of locations. Equels may conduct primary Company business from his law office in Miami, Florida as a Company office. Additionally, he may render services from his home office, the Retreat House, in Philadelphia at office space adjacent to the office of the Chairman and CEO or his other law firm offices. Additionally, subject to building and municipal approvals, Equels shall at no cost to the Company designate his office in Miami as a Company office at no additional cost to the Company other that municipal fees and signage so as to allow the Company conference and work spaces in metropolitan Miami and supplement activities being conducted at the nearby Retreat House. The Company shall supply that equipment necessary for full telephone, telefax and internet access at all these locations and supply a portable computer capable of remote access while employee travels domestically and internationally on Company business.

10. Expenses. The Company shall be responsible for all travel and business entertainment expenses of Equels. The expenditures shall be as prescribed or limited by the Company’s Travel & Expense policies and procedures,. The Company shall provide Equels with an unrestricted American Express Platinum card and a Visa Platinum card to use for all travel, entertainment and business related expenses of the company, especially those associated with travel meetings related to sales of product and the various and international meetings contemplated by this agreement.

(i)

If to the Company, to:

HEMISPHERX BIOPHARMA, INC.

One Penn Center

1617 JFK Boulevard, Suite 660

Philadelphia, Pennsylvania 1910

Telecopier No.: (215) 988-1739

Attention: Chief Executive Officer

(ii)

If to the Employee, to:

Thomas K. Equels

2601 S. Bayshore Drive #600

Miami, Florida, 33133

Telecopier No.: (305) 859-9996

(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns.

IN WITNESS WHEREOF , this Agreement has been signed by the parties hereto as of the date first above written.

HEMISPHERX BIOPHARMA, INC.

By:	/s/ William A. Carter
	Dr. William A. Carter , Chief Executive Officer

By:	/s/ Thomas K. Equels
	Thomas K. Equels