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Separation Agreement And General Release

This is an actual contract by Aeolus Pharmaceuticals,.

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Sectors: Biotechnology / Pharmaceuticals
Effective Date: June 20, 2005
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EXHIBIT 10.121


Aeolus Pharmaceuticals, Inc. and I, Richard Reichow, have entered into this agreement (Release) to settle all issues between us in connection with my termination of employment. Except to the extent governed by federal law, this Release shall be governed by the statutes and common law of North Carolina, excluding any that mandate the use of another jurisdiction' s laws.

The Company and I agree as follows:

Section 1 - Benefits

(a) In General : The Company promises that I will receive the benefits set forth in this section that are conditioned on my execution of this Release. I understand and agree that I am not otherwise entitled to receive the benefits provided to me under this Release.

(b) Cash Payment : In consideration for this Release, I will receive a lump sum separation payment of $10,000.00, less all applicable federal, state and local taxes and withholdings, within 15 days after I execute this Release.

(c) Compensation and Benefit Plans : I will cease to be eligible to participate under any stock option, bonus, incentive compensation, commission, medical, dental, life insurance, retirement, and other compensation or benefit plans of the Company or any affiliate following my separation of employment. Thereafter, I will have no rights under any of those plans, except as follows:

Group Insurance : Following my separation of employment, I will be eligible to obtain continued health insurance coverage, to be paid for by the Company from June 17, 2005 until April 17, 2006, pursuant to the applicable provisions of COBRA. I understand and agree that upon securing any full-time employment that includes health insurance coverage prior to April 17, 2006, I will immediately notify the Company in writing and that such COBRA payments by the Company shall immediately cease.

Qualified Plan Retirement Benefits : I will retain my vested benefits, if any, under all qualified retirement plans of the Company, and all rights associated with such benefits, as determined under the official terms of those plans.

Payments made under this Release will not be included in my compensation for purposes of calculating the benefits to which I am entitled under any employee benefit program, notwithstanding anything in it to the contrary.

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Section 2 - Complete Release

(a) In General : I irrevocably and unconditionally release all the Claims described in Section 2(b) that I may now have against the Released Parties listed in Section 2(d). I understand that I am not releasing future claims.

(b) Claims Released : The Claims I am releasing under Section 2(a) include all known and unknown claims, promises, causes of action, or similar rights of any type that I presently may have (Claims) with respect to any Released Party listed in Section 2(d). I understand that the Claims I am releasing might arise under many different foreign, domestic, national, state, or local laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following:

Anti-discrimination statutes , such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination in employment based on actual or perceived race, religion, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, sexual orientation, or association with a person who has, or is perceived to have, any of those characteristics.

Federal employment statutes , such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans' reemployment rights laws.

Other laws , such as any federal, state, or local laws providing workers' compensation benefits, mandating leaves of absence, restricting an employer' s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, and any other law relating to salary, commission, compensation, benefits, and other matters; applicable state workers' compensation laws; and family and medical leave laws.

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Examples of released Claims include, but are not limited to the following (except to the extent explicitly preserved by Section 1 or 2(a) of this Release): (i) Claims that in any way relate to or arose during my employment with the Company, or the termination of that employment, such as Claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (ii) Claims that in any way relate to the design or administration of any employee benefit program; (iii) Claims that I have irrevocable or vested rights to severance or similar benefits or to post-employment health or group insurance benefits; or (iv) any Claims to attorneys' fees or other indemnities (such as under the Civil Rights Attorneys' Fees Act), with respect to Claims I am releasing.

(c) Unknown Claims : I understand that I am releasing Claims that I may not know about. That is my knowing and voluntary intent even though I recognize that someday I might regret having signed this Release. Nevertheless, I am assuming that risk and I agree that this Release shall remain effective in all respects in any such case. I expressly waive all rights I might have under any law that is intended to protect me from waiving unknown claims. I understand the significance of doing so.

(d) Released Parties : The Released Parties are the Company, all current and former parents, subsidiaries, related companies, partnerships, or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors.

Section 3 - Promises

(a) Employment Termination : I agree that my employment with the Company and its affiliates is ending and that I am accepting payments and benefits under this Release in lieu of any such other rights or benefits to which I possibly could be or become entitled. No one has represented to me that the Company or its affiliates will ever hereafter seek to rehire me and I agree that I will not seek employment with them in the future.

(b) Pursuit of Claims : I have not filed, initiated, or prosecuted (or caused to be filed, initiated, or prosecuted) any lawsuit, complaint, charge, action, compliance review, investigation, or proceeding with respect to any Claim this Release purports to waive, and I promise never to do so in the future, whether as a named plaintiff, class member, or otherwise. I promise to request any administrative agency or other body assuming jurisdiction of any such lawsuit, etc. to withdraw from the matter or dismiss it with prejudice. However, the two preceding sentences shall not preclude me from filing or prosecuting a charge with any administrative agency with respect to any such Claim as long as I do not seek any damages, remedies, or other relief for myself personally, which I promise not to do, and any right to which I hereby waive. If I am

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ever awarded or recover any amount as to a Claim I have purported to waive in this Release, I agree that the amount of the award or recovery shall be reduced by the amounts I was paid under this Release, increased appropriately for the time value of money, using an interest rate of 10 percent per annum. To the extent such a setoff is not effected, I promise to pay, or assign to the Company my right to receive, the amount that should h
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