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): December 31, 2008

RAPTOR PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-50720	98-0379351
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9 Commercial Blvd., Suite 200, Novato, California 94949
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (415) 382-8111
Not applicable
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Employment Agreements with Executive Officers

For purposes of bringing certain employment agreements into compliance with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and interpretive guidance issued thereunder, Raptor Pharmaceuticals Corp.’s (the “Company”) wholly-owned subsidiaries, Raptor Pharmaceutical Inc. (“Raptor Inc.”) and Raptor Therapeutics Inc. (f/k/a Bennu Pharmaceuticals Inc.) (“Raptor Therapeutics”), entered into the following amendments on December 31, 2008 (collectively referred to as the “Amendments”):

•       First Amendment to the Employment Agreement with Christopher M. Starr, Raptor Inc.’s Chief Executive Officer, which amends his Employment Agreement with Raptor Inc. dated as of May 1, 2006;

•       First Amendment to the Employment Agreement with Kim R. Tsuchimoto, Raptor Inc.’s Chief Financial Officer, Treasurer and Secretary, which amends her Employment Agreement with Raptor Inc. dated as of May 1, 2006;

•       First Amendment to the Employment Agreement with Todd C. Zankel, Raptor Inc.’s Chief Scientific Officer, which amends his Employment Agreement with Raptor Inc. dated as of May 15, 2006; and

•       First Amendment to the Employment Agreement with Thomas E. Daley, Raptor Therapeutics’ President, which amends his Employment Agreement with Raptor Therapeutics effective as of September 7, 2007.

Section 409A is the provision of the tax law enacted in 2004 to govern certain “nonqualified deferred compensation” arrangements that imposes accelerated taxation and additional tax penalties on service providers (including employees and directors) if a covered arrangement does not comply with Section 409A. Although Section 409A’s provisions have been in effect since 2005, final regulations under Section 409A were not issued until 2007 and took effect on January 1, 2009. The material terms of the existing employment agreements that were amended in the Amendments in order to comply with the final regulations under Section 409A are as follows:

•      Clarify that in order for an employee to receive any annual and discretionary cash bonus such employee must be employed by the Company on the date such bonus is scheduled to be paid.

•      Clarify the timing for reimbursement of expenses to occur no later than the end of the taxable year following the year in which the expense is incurred.

•      Clarify that a constructive termination occurs only if the employee gives written notice of his/her intention to terminate on the grounds for constructive termination set forth in the agreement (i.e., material change in responsibilities) within 90 days following the occurrence of such event, the Company does not cure such event within 30 days of the receipt of the employee’s notice, and the employee terminates his/her employment within 30 days of the Company’s failure to cure.

•      Clarify that a constructive termination following a Change in Control occurs if there is in fact a constructive termination or termination without cause within 12 months following a Change in Control.

•      Clarify that the bonus payable in connection with a termination for disability will be payable in a lump sum upon the expiration of the three month period following such termination for disability.

•      Clarify that the bonus payable in connection with a constructive termination or termination without cause will be payable in a lump sum upon the expiration of the twelve month period following a constructive termination or termination without cause.

The Amendments also make certain other changes necessary to ensure compliance with Section 409A. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full texts of the Amendments, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and are incorporated herein by reference.

2006 Equity Incentive Plan

The Company maintains the Raptor Pharmaceuticals Corp. 2006 Equity Incentive Plan, as originally adopted on May 15, 2006 and amended on February 28, 2007 and further amended on December 18, 2008, pursuant to the “2008 Plan Amendment,” (collectively, the “Plan”). The primary purpose of the 2008 Plan Amendment was to ensure exemption from the requirements of Code Section 409A. The 2008 Plan Amendment became effective as of January 1, 2009. The 2008 Plan Amendment, initially disclosed in the Company’s 10-K/A filed with the Securities and Exchange Commission on December 23, 2008 the “Company’s 2008 10-K/A”), clarifies that the exercise price on the date of grant of stock options granted under the Plan may not be less than 100% of the fair market value of the Company’s common stock on the date of grant. No benefits were increased because of the amendment.

The foregoing description of the 2008 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to the Company’s 2008 10-K/A as Exhibit 10.5, which is incorporated herein by reference.

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1	First Amendment to the Employment Agreement with Christopher M. Starr, Raptor Inc.’s Chief Executive Officer, which amends his Employment Agreement with Raptor Pharmaceutical Inc. dated as of May 1, 2006.
10.2	First Amendment to the Employment Agreement with Kim R. Tsuchimoto, Raptor Pharmaceutical Inc.’s Chief Financial Officer, Treasurer and Secretary, which amends her Employment Agreement with Raptor Inc. dated as of May 1, 2006.
10.3	First Amendment to the Employment Agreement with Todd C. Zankel, Raptor Inc.’s Chief Scientific Officer, which amends his Employment Agreement with Raptor Pharmaceutical Inc. dated as of May 15, 2006.
10.4	First Amendment to the Employment Agreement with Thomas E. Daley, Raptor Therapeutics’ President, which amends his Employment Agreement with Raptor Therapeutics Inc. (f/k/a Bennu Pharmaceuticals Inc.) effective as of September 7, 2007.
10.5 *	Amendment No. 2 to the Company’s 2006 Equity Incentive Plan, effective as of January 1, 2009.
*	The document referred to hereby is incorporated by reference from the Company’s 10-K/A, filed on December 23, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAPTOR PHARMACEUTICALS CORP.

By: /s/ Kim R. Tsuchimoto

Kim R. Tsuchimoto
Chief Financial Officer, Treasurer and Secretary
Date: January 5, 2009

Exhibit Index

Exhibits
10.1	First Amendment to the Employment Agreement with Christopher M. Starr, Raptor Inc.’s Chief Executive Officer, which amends his Employment Agreement with Raptor Pharmaceutical Inc. dated as of May 1, 2006.
10.2	First Amendment to the Employment Agreement with Kim R. Tsuchimoto, Raptor Pharmaceutical Inc.’s Chief Financial Officer, Treasurer and Secretary, which amends her Employment Agreement with Raptor Inc. dated as of May 1, 2006.
10.3	First Amendment to the Employment Agreement with Todd C. Zankel, Raptor Inc.’s Chief Scientific Officer, which amends his Employment Agreement with Raptor Pharmaceutical Inc. dated as of May 15, 2006.
10.4	First Amendment to the Employment Agreement with Thomas E. Daley, Raptor Therapeutics’ President, which amends his Employment Agreement with Raptor Therapeutics Inc. (f/k/a Bennu Pharmaceuticals Inc.) effective as of September 7, 2007.
10.5 *	Amendment No. 2 to the Company’s 2006 Equity Incentive Plan, effective as of January 1, 2009.
*	The document referred to hereby is incorporated by reference from the Company’s 10-K/A, filed on December 23, 2008.

EX-10

Exhibit 10.1

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31st day of December, 2008, by and between Raptor Pharmaceutical Inc. (the “Company”) and Christopher M. Starr (the “Employee”).

WHEREAS, the Company and the Employee entered into the Employment Agreement by and between the Company and the Employee, effective May 1, 2006 (the “Employment Agreement”); and

WHEREAS, the Company and Employee desire and agree to amend the provisions of the Employment Agreement as provided below in order to reduce the risk of potential adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement, effective January 1, 2009, as follows:

1. Section 5.2 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

Employee will be eligible to receive annual and discretionary cash bonuses as determined by the Board of Directors, provided, however, that with respect to any such bonus Employee must be employed on the date such bonus is scheduled to be paid in order to be eligible to receive such bonus.

2. Section 5.5 of the Employment Agreement is amended by inserting the following at the end of that section:

Any reimbursement to the Employee for expenses under this Section shall in all events be paid to him on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred. The payment or reimbursement of expenses pursuant to this Section in one taxable year of the Employee shall not affect the amount of the payment or reimbursement in any other taxable year. The right to payment or reimbursement under this Section shall not be liquidated or exchanged for any other benefit.

3. The first (1st) paragraph of Section 7.3 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

7.3“Constructive Termination” Defined. “Constructive Termination” shall mean, the occurrence of one or more of the following events, provided that the

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Employee first gives the Company written notice of his intention to terminate and of the grounds for such termination within ninety (90) days of the initial occurrence of such event, the Company has not cured such event within thirty (30) days of its receipt of such notice, and the Employee actually terminates his employment for such reason within thirty (30) days of the Company’s failure to cure:

4. The first (1st) sentence of Section 7.3(e) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(e)a Constructive Termination or a Termination without Cause within twelve (12) months following a “Change in Control” of the Company, as defined herein.

5. Section 8.2(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(b)for three (3) months after the termination of Employee’s employment, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus pro rata for three (3) months under Section 5.2 above, payable in a lump sum upon the expiration of the three month period described in this section, (C) shall continue his benefits under Section 5.3 above, and (D) Employee’s options under section 5.4 shall continue to vest for three months after termination, and

6. Section 8.4(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

beginning on the next payroll date immediately following the termination of Employee’s employment, the Company shall continue to pay Employee for twelve (12) months after such termination, (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus under Section 5.2 above, which amount shall be paid upon the expiration of the 12 month period described in this section, and in no event later than the end of that taxable year, and (C) shall continue his benefits under Section 5.3 above, and

7. The following shall be added to the end of Section 8.4(c) of the Employment Agreement:

Notwithstanding anything to the contrary contained herein, any additional amounts payable by the Company pursuant to this Section 8(c) shall be paid to the Employee by the end of the Employee’s next taxable year following the taxable year in which the Employee remits the related taxes.

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8. Section 9.5 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

9.5Withholding; Code Section 409A. All sums payable to Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of the Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Employee incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of the Employee’s Separation from Service the Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to the Employee on account of the Employee’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following the Employee’s Separation from Service, or (ii) the date of the Employee’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments (without interest) and benefits that the Company would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of Code Section 409A.

9. Section 9.7 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

9.7 Amendment; Compliance with Section 409A.

(a)This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto.

(b)This Agreement is intended to comply with (or be exempt from) Code Section 409A, and the Company shall have complete discretion to

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interpret and construe this Agreement and any associated documents in any manner that establishes compliance with (or an exemption from) the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of compliance with (or an exemption from) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, directors, or their agents shall have any obligation to mitigate, nor to hold the Employee harmless from, any or all taxes (including any imposed under Code Section 409A) arising under this Agreement.

10. All Employment Agreement references to section numbers and defined terms are amended to reflect the above modifications.

11. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions, and provisions of the Employment Agreement, except as noted above.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first written above.

THE COMPANY:

Raptor Pharmaceutical Inc.

By:	/s/ Raymond W. (“Bill”) Anderson
Its:	Director

THE EMPLOYEE:

By:	/s/ Christopher M. Starr
Name:		Christopher M. Starr, Ph.D.

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EX-10

Exhibit 10.2

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31st day of December, 2008, by and between Raptor Pharmaceutical Inc. (the “Company”) and Kim R. Tsuchimoto (the “Employee”).

WHEREAS, the Company and the Employee entered into the Employment Agreement by and between the Company and the Employee, effective May 1, 2006 (the “Employment Agreement”); and

WHEREAS, the Company and Employee desire and agree to amend the provisions of the Employment Agreement as provided below in order to reduce the risk of potential adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement, effective January 1, 2009, as follows:

1. Section 5.2 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

Employee will be eligible to receive annual and discretionary cash bonuses as determined by the Board of Directors, provided, however, that with respect to any such bonus Employee must be employed on the date such bonus is scheduled to be paid in order to be eligible to receive such bonus.

2. Section 5.5 of the Employment Agreement is amended by inserting the following at the end of that section:

Any reimbursement to the Employee for expenses under this Section shall in all events be paid to her on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred. The payment or reimbursement of expenses pursuant to this Section in one taxable year of the Employee shall not affect the amount of the payment or reimbursement in any other taxable year. The right to payment or reimbursement under this Section shall not be liquidated or exchanged for any other benefit.

3. The first (1st) paragraph of Section 7.3 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

7.3“Constructive Termination” Defined. “Constructive Termination” shall mean, the occurrence of one or more of the following events, provided that the

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Employee first gives the Company written notice of her intention to terminate and of the grounds for such termination within ninety (90) days of the initial occurrence of such event, the Company has not cured such event within thirty (30) days of its receipt of such notice, and the Employee actually terminates her employment for such reason within thirty (30) days of the Company’s failure to cure:

4. The first (1st) sentence of Section 7.3(e) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(e)a Constructive Termination or a Termination without Cause within twelve (12) months following a “Change in Control” of the Company, as defined herein.

5. Section 8.2(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(b)for three (3) months after the termination of Employee’s employment, the Company shall continue to pay Employee (A) her salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) her annual cash bonus pro rata for three (3) months under Section 5.2 above, payable in a lump sum upon the expiration of the three month period described in this section, (C) shall continue her benefits under Section 5.3 above, and (D) Employee’s options under section 5.4 shall continue to vest for three months after termination, and

6. Section 8.4(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

beginning on the next payroll date immediately following the termination of Employee’s employment, the Company shall continue to pay Employee for twelve (12) months after such termination, (A) her salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) her annual cash bonus under Section 5.2 above, which amount shall be paid upon the expiration of the 12 month period described in this section, and in no event later than the end of that taxable year, and (C) shall continue her benefits under Section 5.3 above, and

7. The following shall be added to the end of Section 8.4(c) of the Employment Agreement:

Notwithstanding anything to the contrary contained herein, any additional amounts payable by the Company pursuant to this Section 8.4(c) shall be paid to the Employee by the end of the Employee’s next taxable year following the taxable year in which the Employee remits the related taxes.

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8. Section 9.5 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

9.5Withholding; Code Section 409A. All sums payable to Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of the Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Employee incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of the Employee’s Separation from Service the Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to the Employee on account of the Employee’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following the Employee’s Separation from Service, or (ii) the date of the Employee’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments (without interest) and benefits that the Company would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of Code Section 409A.

9. Section 9.7 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

9.7 Amendment; Compliance with Section 409A.

(a)This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto.

(b)This Agreement is intended to comply with (or be exempt from) Code Section 409A, and the Company shall have complete discretion to

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interpret and construe this Agreement and any associated documents in any manner that establishes compliance with (or an exemption from) the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of compliance with (or an exemption from) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, directors, or their agents shall have any obligation to mitigate, nor to hold the Employee harmless from, any or all taxes (including any imposed under Code Section 409A) arising under this Agreement.

10. All Employment Agreement references to section numbers and defined terms are amended to reflect the above modifications.

11. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions, and provisions of the Employment Agreement, except as noted above.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first written above.

THE COMPANY:

Raptor Pharmaceutical Inc.

By:	/s/ Raymond W. (“Bill”) Anderson
Its:	Director

THE EMPLOYEE:

By:	/s/ Kim R. Tsuchimoto
Name:		Kim R. Tsuchimoto

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EX-10

Exhibit 10.3

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31^st day of December, 2008, by and between Raptor Pharmaceutical Inc. (the “Company”) and Todd C. Zankel (the “Employee”).

WHEREAS, the Company and the Employee entered into the Employment Agreement by and between the Company and the Employee, effective May 15, 2006 (the “Employment Agreement”); and

WHEREAS, the Company and Employee desire and agree to amend the provisions of the Employment Agreement as provided below in order to reduce the risk of potential adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement, effective January 1, 2009, as follows:

1. Section 5.2 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

Employee will be eligible to receive annual and discretionary cash bonuses as determined by the Board of Directors, provided, however, that with respect to any such bonus Employee must be employed on the date such bonus is scheduled to be paid in order to be eligible to receive such bonus.

2. Section 5.5 of the Employment Agreement is amended by inserting the following at the end of that section:

Any reimbursement to the Employee for expenses under this Section shall in all events be paid to him on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred. The payment or reimbursement of expenses pursuant to this Section in one taxable year of the Employee shall not affect the amount of the payment or reimbursement in any other taxable year. The right to payment or reimbursement under this Section shall not be liquidated or exchanged for any other benefit.

3. The first (1st) paragraph of Section 7.3 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

7.3“Constructive Termination” Defined. “Constructive Termination” shall mean, the occurrence of one or more of the following events, provided that the Employee first gives the Company written notice of his intention to terminate

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and of the grounds for such termination within ninety (90) days of the initial occurrence of such event, the Company has not cured such event within thirty (30) days of its receipt of such notice, and the Employee actually terminates his employment for such reason within thirty (30) days of the Company’s failure to cure:

4. The first (1st) sentence of Section 7.3(e) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(e)a Constructive Termination or a Termination without Cause within twelve (12) months following a “Change in Control” of the Company, as defined herein.

5. Section 8.2(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(b)for three (3) months after the termination of Employee’s employment, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus pro rata for three (3) months under Section 5.2 above, payable in a lump sum upon the expiration of the three month period described in this section, (C) shall continue his benefits under Section 5.3 above, and (D) Employee’s options under section 5.4 shall continue to vest for three months after termination, and

6. Section 8.4(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

beginning on the next payroll date immediately following the termination of Employee’s employment, the Company shall continue to pay Employee for twelve (12) months after such termination, (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus under Section 5.2 above, which amount shall be paid upon the expiration of the 12 month period described in this section, and in no event later than the end of that taxable year, and (C) shall continue his benefits under Section 5.3 above, and

7. The following shall be added to the end of Section 8.4(c) of the Employment Agreement:

Notwithstanding anything to the contrary contained herein, any additional amounts payable by the Company pursuant to this Section 8(c) shall be paid to the Employee by the end of the Employee’s next taxable year following the taxable year in which the Employee remits the related taxes.

8. Section 9.5 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

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9.5Withholding; Code Section 409A. All sums payable to Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of the Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Employee incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of the Employee’s Separation from Service the Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to the Employee on account of the Employee’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following the Employee’s Separation from Service, or (ii) the date of the Employee’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments (without interest) and benefits that the Company would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of Code Section 409A.

9. Section 9.7 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

9.7 Amendment; Compliance with Section 409A.

(a)This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto.

(b)This Agreement is intended to comply with (or be exempt from) Code Section 409A, and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes compliance with (or an exemption from) the requirements of Section 409A of the Internal Revenue Code of 1986, as

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amended (the “Code”). If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of compliance with (or an exemption from) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, directors, or their agents shall have any obligation to mitigate, nor to hold the Employee harmless from, any or all taxes (including any imposed under Code Section 409A) arising under this Agreement.

10. All Employment Agreement references to section numbers and defined terms are amended to reflect the above modifications.

11. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions, and provisions of the Employment Agreement, except as noted above.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first written above.

THE COMPANY:

Raptor Pharmaceutical Inc.

By:	/s/ Raymond W. (“Bill”) Anderson
Its:	Director

THE EMPLOYEE:

By:	/s/ Todd C. Zankel
Name:		Todd C. Zankel, Ph.D.

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EX-10

Exhibit 10.4

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31^st day of December, 2008, by and between Raptor Therapeutics Inc. (f/k/a Bennu Pharmaceuticals Inc.) (the “Company”) and Thomas E. Daley (the “Employee”).

WHEREAS, the Company and the Employee entered into the Employment Agreement by and between the Company and the Employee, effective September 7, 2007 (the “Employment Agreement”); and

WHEREAS, the Company and Employee desire and agree to amend the provisions of the Employment Agreement as provided below in order to reduce the risk of potential adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement, effective January 1, 2009, as follows:

1. The fifth (5th) sentence of Section 5.2 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

In addition to those milestones delineated below, the Board of Directors may establish additional performance goals or business milestones, which shall also be subject to the requirements of this Section; provided, however, that this shall not modify those milestones delineated below without Employee’s consent.

2. Section 5.5 of the Employment Agreement is amended by inserting the following at the end of that section:

Any reimbursement to the Employee for expenses under this Section shall in all events be paid to him on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred. The payment or reimbursement of expenses pursuant to this Section in one taxable year of the Employee shall not affect the amount of the payment or reimbursement in any other taxable year. The right to payment or reimbursement under this Section shall not be liquidated or exchanged for any other benefit.

3. The first (1st) sentence of Section 8.5 of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

Notwithstanding anything herein to the contrary, in the event that Employee would receive any payments, benefits, or distributions, whether payable, distributed or distributable pursuant to the terms of this Agreement or otherwise,

LEGAL_US_E # 82000873.1

that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”), as amended, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times Employee’s base amount, less $1.00, with such reduction being exercised first with respect to compensation and benefits that are not exempt from Code Section 409A, and then with respect to other payments payable pursuant to this Agreement.

4. Section 8.6(b) of the Employment Agreement is amended to read as follows, with bold and italicized text reflecting the changes:

(b)Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of the Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Employee incurs a “Separation from Service.” Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding anything herein to the contrary, if Employee is a “Specified Employee” on the date on which Employee incurs a Separation from Service, any payment hereunder that provides for the “deferral of compensation” within the meaning of Section 409A of the Code shall not be paid or commenced to be paid on any date prior to the first business day after the date that is six months following Employee’s “Separation from Service” (the “409A Suspension Period”); provided, however, that a payment that otherwise would be made within the 409A Suspension Period but which is delayed pursuant to the preceding clause shall commence earlier in the event of Employee’s death prior to the end of the six-month period. Within 14 calendar days after the end of the 409A Suspension Period, Employee shall be paid a lump sum payment in cash equal to any payments that otherwise would be made within the 409A Suspension Period but which are delayed because of the preceding sentence. Thereafter, in accordance herewith, Employee shall receive any remaining benefits as if there had not been an earlier delay. For the purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of Code Section 409A.

5. All Employment Agreement references to section numbers and defined terms are amended to reflect the above modifications.

6. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions, and provisions of the Employment Agreement, except as noted above.

[Signature Page Follows]

LEGAL_US_E # 82000873.1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first written above.

THE COMPANY:

Raptor Therapeutics Inc.

By:	/s/ Raymond W. (“Bill”) Anderson
Its:	Director

THE EMPLOYEE:

By:	/s/ Thomas E. Daley
Name:		Thomas E. Daley

LEGAL_US_E # 82000873.1