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Amended Consulting Agreement

This is an actual contract by Cambrex.

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Sectors: Chemicals, Biotechnology / Pharmaceuticals
Governing Law: New Jersey, View New Jersey State Laws
Effective Date: July 29, 2005
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THIS AGREEMENT, originally made as of the 26th day of January, 1995 and amended as of July 29, 2005, by and between CAMBREX CORPORATION, a Delaware corporation, having its principal offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073 (hereinafter referred to as the "Company"), and JAMES A. MACK, residing at 51 Bermuda Road, Westport, CT 06880 (hereinafter referred to as the "Consultant").

W I T N E S S E T H:

WHEREAS, the Consultant is currently the Chairman of the Board of the Company, and is knowledgeable and has extensive experience in the business of the formulation, production, marketing and distribution of chemicals and chemical products of various kinds and descriptions, and in the managing, advising and administering of various companies and ventures engaged in such businesses;

WHEREAS, the Company desires to retain the consulting services of the Consultant after his separation from active employment, to promote its growth and development over the near and longer terms, and to provide Company with financial, consulting and advisory services as described herein (the "Services"), and the Consultant desires to make the Services available to company on a regular and permanent basis, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

Section 1. ENGAGEMENT. The Company hereby agrees to engage and retain the Consultant to provide the Services and to perform the other duties provided for herein, and the Consultant agrees to accept such engagement with the Company, each on the terms and conditions set forth herein.

Section 2. THE SERVICES. The Consultant shall, at the request of the Chief Executive Officer of the Company, perform, faithfully and diligently, the Services and other consulting duties, provided that Consultant shall not be required to devote more than two (2) days per week to the providing of the Services and other consulting duties.
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Section 3. TERM. This Agreement shall commence as of the date Consultant gives Company written Notice of Commencement, but not sooner than the first day of January, 2000, and shall continue in full force and effect during Consultant's lifetime, unless sooner terminated as hereinafter provided in Section 8 of this Agreement, provided that if a "Change in Control" of the Corporation shall occur, the Notice may be given at any time following such Change. For the purpose of this Agreement, a "Change of Control" shall mean the acquisition (other than by or from the Corporation or any employee benefit plan of the Corporation) by any person or group of beneficial ownership of twenty percent (20%) or more of the then outstanding shares of Stock of the Corporation; or individuals who, as of the date hereof, constitute the Board of Directors of the Corporation (the "Board" and as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided that any person becoming a member of the Board subsequent to the date hereof whose election (other than a nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered a member of the Incumbent Board; or approval by the stockholders of the Corporation of either a reorganization, or merger, or consolidation, with respect to which persons who were the stockholders of the Corporation immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated entity's then outstanding voting securities, or a liquidation or dissolution of the Corporation, or the sale of all or substantially all of the assets of the Corporation; or any other event or series of events which, notwithstanding any of the foregoing provisions to the contrary, is determined by a majority of the Incumbent Board to constitute a Change of Control for the purposes of this Agreement.


4.1 In consideration of the performance of the Services and other consulting duties, the Company shall pay the Consultant a fee of One Hundred Thousand Dollars ($100,000.) per year, such amount to be prorated for portions of a year, from the date Notice of Commencement is received and continuing as provided herein, such amount to be payable
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