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): November 12, 2007

BIODEL INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33451	90-0136863
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

100 Saw Mill Road Danbury, Connecticut	06810
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 796-5000

6 Christopher Columbus Avenue, Danbury Connecticut 06810

(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))

Item 1.01. Entry into a Material Definitive Agreement.

     On November 13, 2007, Biodel Inc. (the “Company”) amended and restated its consulting agreement with Dr. Andreas Pfüetzner, the Company’s Chief Medical Officer, effective June 5, 2007 (the “Restated Consulting Agreement”). The Restated Consulting Agreement clarifies that Dr. Pfüetzner is entitled to receive $2,000 for each full business day devoted to the performance of Services (as defined in the Restated Consulting agreement) in addition to a non-refundable retainer of $150,000 per annum for the two-year period commencing June 5, 2007.

     All other terms of the Restated Consulting Agreement remain in full force and effect. The foregoing description is qualified in its entirety by reference to the full text of the Restated Consulting Agreement, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

Resignation of F. Scott Reding and Severance Agreement with Mr. Reding

     On November 14, 2007, Biodel Inc. (the “Company”) announced that F. Scott Reding, the Company’s Chief Financial Officer, Chief Accounting Officer and Treasurer, resigned from all his positions with the Company effective as of November 13, 2007 (the “Resignation Date”).

     In connection with Mr. Reding’s resignation, the Company and Mr. Reding entered into a Severance Agreement (the “Severance Agreement”), pursuant to which Mr. Reding will receive certain severance benefits that he would not have otherwise been entitled to receive under his Employment Agreement with the Company.

     In partial consideration for such severance benefits, (1) Mr. Reding has agreed not to compete with the Company and not to solicit for hire or knowingly hire, directly or indirectly, certain employees of the Company for a period of 12 months following the Resignation Date, (2) Mr. Reding has agreed to keep confidential and not disclose all non-public information concerning the Company that he acquired during his employment with the Company and (3) Mr. Reding and the Company have agreed to release each other from certain claims that may have existed as of the Resignation Date,.

     Subject to the terms and conditions of the Severance Agreement, the Severance Agreement provides Mr. Reding with the following severance benefits: (1) continuation of Mr. Reding’s base salary set forth in the Employment Agreement, payable at the times specified in the Severance Agreement, less all applicable taxes and withholdings, for the period commencing on the Resignation Date and continuing until November 30, 2009 (the “Severance Pay Period”); (2) additional monetary consideration, payable at the times specified in the Severance Agreement, consisting of (a) a lump-sum payment of $11,128.02 (representing an amount equivalent to thirty (30) days pay), less all applicable taxes and withholdings; and (b) a lump-sum payment of $125,000, less all applicable taxes and withholdings; (3) the vesting as of the Resignation Date of 54,575 unvested options previously awarded to Mr. Reding pursuant to the Stock Option Award of November 1, 2006 (the “Option Agreement”) and the agreement that

Section 2(a)(iii) of the Option Agreement will not apply to the total of 90,000 options that are vested as of the Resignation Date, such that all such options shall remain exercisable through October 14, 2014; (4) COBRA benefits as specified in the Severance Agreement; and (5) continued provision of life and disability insurance benefits in the manner specified in the Severance Agreement. In addition, the Company has agreed to reimburse Mr. Reding for his attorneys’ fees incurred in connection with the Severance Agreement.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Appointment of Gerard J. Michel as Chief Financial Officer, Vice President of Corporate Development and Treasurer

     Also on November 14, 2007, the Company announced that Gerard J. Michel has been appointed as the Company’s Chief Financial Officer, Vice President of Corporate Development and Treasurer. Mr. Michel’s employment with the Company will commence on November 20, 2007.

     Mr. Michel, age 44, joins the Company from NPS Pharmaceuticals, Inc., a biopharmaceutical company focused on the development and commercialization of small molecule drugs and recombinant proteins, where he had been Chief Financial Officer since October 2003 and Vice President, Corporate Strategy since April 2006. From July 2002 to April 2006, Mr. Michel served as Vice President, Corporate Development of NPS. From 1995 to July 2002, Mr. Michel served as a Principal of the consulting firm of Booz-Allen & Hamilton. In this consulting capacity, he worked with large pharmaceutical companies, biotech firms, and service firms. From 1988 to 1995 Mr. Michel was with Lederle Labs, serving in Marketing, Sales and Corporate Development roles, both domestically and international. Mr. Michel received an M.S. in Microbiology and an M.B.A., both from the University of Rochester.

     In connection with his appointment, Mr. Michel signed an offer letter (the “Offer Letter”) which sets forth the terms of Mr. Michel’s employment. Pursuant to the Offer Letter, we will employ Mr. Michel as our Chief Financial Officer, Treasurer and Vice President Corporate Development. The Offer Letter provides for annual base compensation of $310,000 and the potential for a bonus of up to 35% of annual base compensation in an amount determined at the discretion of the Company’s board of directors. In connection with the Offer Letter, Mr. Michel will be granted options to purchase 125,000 shares of the Company’s common stock pursuant to the Company’s stock incentive plan. Such options will vest over a four-year period. Mr. Michel’s employment is at-will, meaning that the Company can terminate Mr. Michel’s employment at any time, for any reason, with or without cause or notice. However, if the Company terminates Mr. Michel’s employment without cause, as defined in the Offer Letter, he will be entitled to severance of one year’s salary and benefits. If Mr. Michel’s employment is terminated as a result of a change of control, he will be entitled to severance of one year’s salary and benefits and the vesting of his options will be accelerated.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

     See Exhibit Index attached hereto.

SIGNATURE

     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.

	BIODEL INC.
Date: November 14, 2007	By:	/s/ Solomon S. Steiner
		Solomon S. Steiner
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

10.1	Amended and Restated Consulting Agreement, entered into on November 13, 2007 and effective as of June 5, 2007, between Biodel Inc. and Dr. Andreas Pfüetzner
10.2	Severance Agreement by and between Biodel Inc. and F. Scott Reding
10.3	Offer Letter, dated as of November 12, 2007, by and between
	Biodel Inc. and Gerard J. Michel

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of April 1, 2005 and amended and restated effective as of June 5, 2007 and further amended and restated also effective as of June 5, 2007 by and among Biodel Inc., a Delaware corporation with an address at 6 Christopher Columbus Avenue, Danbury, CT 06810-7352 (“BIODEL” or the “Company”), and Dr. Andreas Pfuetzner , an individual residing An der Hayl 4, D-55130 Mainz Germany (“Consultant”).

W I T N E S S E T H:

     WHEREAS, Company desires to secure the services of Consultant as a consultant/ Vice President Medical Affairs to the Company; and

     WHEREAS, Consultant desires to perform services as a consultant to the Company in accordance with the terms and conditions herein set forth;

     WHEREAS, Consultant and Company entered into a Consulting Agreement as of April 1, 2005 which was amended and restated effective as of June 5, 2007;

     WHEREAS, Consultant and Company desire to further amend and restate the Consulting Agreement entered into as of April 1, 2005 so that the same as so amended and restated shall read in its entirety as follows.

     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements of the parties herein set forth, the parties hereto hereby covenant and agree as follows:

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     1. Consulting Services. Subject to the terms and conditions hereof, Consultant agrees to perform the consulting services (the “Services”) more particularly described on Exhibit A attached hereto and hereby made a part hereof by reference thereto. During the period that Consultant is serving as a Consultant to the Company, Consultant shall devote such amount of his business time and attention to the performance of the duties described herein as is reasonably necessary for the performance of the Services. Consultant shall at all times act in good faith in the performance of his duties. Consultant agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company applicable to Consultants generally, including, but not limited to, those relating to the protection of the Company’s proprietary trade secrets and confidential information.

     2. Contract Term. Unless terminated earlier pursuant to Section 4 below, the initial term of this Agreement shall be for the period from the date of this Agreement (the “Commencement Date”) to June 5, 2009 (the “Initial Termination Date”). Following the Initial Termination Date, this Agreement shall be automatically renewed for successive one-year terms (each, a “Renewal Term”) unless, at least three months prior to the Initial Termination Date or the expiration of a Renewal Term, as applicable, Consultant or BIODEL in his or its respective sole discretion notifies the other party in writing of his or its intent to terminate this Consulting Agreement as of the Initial Termination Date or the expiration of a Renewal Term, as applicable. The term of this Consulting Agreement, including any renewal periods pursuant to the immediately preceding sentence, shall be hereafter referred to as the “Contract Term.”

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     3. Compensation.

          3.1 Company shall pay to Consultant and Consultant agrees to accept as compensation for his services to be rendered hereunder, the sum of $2,000.00 for each full business day devoted to the performance of the Services. Such amount shall be paid within ten (10) days after receipt of an invoice therefore and without withholdings or payroll deductions in recognition of Consultants status as an independent contractor to the Company an not as an employee. Consultant, in turn, agrees to indemnify and hold the Company harmless from any loss, liability or expense arising out of the Company not making any withholdings or payroll deductions.

          3.4 The Consultant acknowledges that as a consultant he will not participate in or be entitled to receive medical insurance or other benefits available to employees of the Company.

          3.5 Company shall reimburse Consultant for any ordinary, necessary and reasonable travel, maintenance and entertainment expenses incurred by the Consultant in the course of his duties under this Agreement, in accordance with the Company’s customary policies and practices in effect from time to time, upon submission to the Company of appropriate vouchers and receipts evidencing the same.

          3.6 Company shall pay to Consultant a retainer of $150,000 per annum for the two year period commencing June 5, 2007. The first installment of $150,000 shall be payable upon the execution of the amendment and restatement of this Agreement and the second installment of $150,000 shall be payable within ten (10) days after receipt of an invoice therefore from the Consultant received by the Company on or after June 5, 2008. The retainer is non refundable. The amount of invoices from the Consultant for

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Services performed during the period covered by the retainer shall not be credited against the amount of the retainer for that period. For the purpose of removing any doubt, the parties acknowledge that the amount of the retainer payments made to the Consultant is in addition to the amount of invoices from the Consultant paid by the Company for Services performed during the period covered by the retainer.

     4. Termination. This Agreement shall terminate upon the occurrence of any of the following:

          4.1 Expiration of the Contract Term in accordance with Section 2;

          4.2 At the election of the Company, for any reason or no reason, upon written notice by the Company to the Consultant.

     5. Effect of Termination.

          In the event the Consultant’s employment is terminated pursuant to Section 4.1 or 4.2, the Company shall promptly pay to the Consultant any then earned but unpaid compensation and reimburse any expenses incurred prior thereto.

     6. Non-Compete and Non-Solicitation.

          6.1 The Consultant recognizes that his willingness to enter into the restrictive covenants contained in this Section 6 are a critical condition precedent to the willingness of BIODEL to enter into and perform under this Agreement. The Consultant also acknowledges that the restrictions contained in this Section 6 will not materially or unreasonably interfere with the Consultant’s ability to earn a living. The Consultant acknowledges that the restrictions contained in this Section 6 are necessary to protect the legitimate interests of BIODEL and to ensure that Consultant will not reveal or use

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BIODEL’s confidential, proprietary or trade secret information or unfairly compete with BIODEL after his termination.

          6.2 During the Contract Term and through the day immediately prior to the first anniversary of the termination date, the Consultant will not directly or indirectly:

               (a) recruit, solicit or induce, or attempt to induce, any employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company, or hire any such employee; or

               (b) knowingly solicit, divert, limit or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company which were contacted, solicited or served by employees of the Company during the Contract Term.

          6.3. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, of the non-competition and non-solicitation provisions set forth in this Section 6 are unreasonable and that such provisions are to that extent unenforceable, the parties hereto agree that the provisions shall remain in full force and effect for the greatest time period and in the greatest area that would not render them unenforceable.

          6.4 The restrictions contained in this Section 6 are necessary for the protection of the Company’s legitimate interests, confidential, proprietary or trade secret information, or goodwill; or to protect the Company from the misuse or disclosure of its confidential, proprietary or trade secret information; or to protect the Company from

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unfair competition. The Consultant agrees that any breach of this Section 6 will cause the Company substantial and irreparable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief.

          6.5 The Consultant agrees that the duration and geographic restrictions imposed in this Agreement are fair and reasonable and are reasonably required for the protection of the Company. To the extent any portion of this Agreement, or any portion of any provision of this Agreement, is held to be invalid or unenforceable, it shall be revised to reflect most nearly the parties’ intent and the remainder of the provision or provisions of this Agreement shall be unaffected and shall continue in full force and effect.

          6.6 For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any of its affiliates.

     7. Confidential Information

          7.1. By executing this Agreement, the Consultant recognizes and agrees that he may have access to certain confidential and proprietary information concerning the business of the Company which is of great value to the Company and which, if used in competition with the Company, would render great and irreparable harm to the Company. Such information includes, but is not limited to, information relating to business operations; services; network; systems; strategic business plans; marketing plans; long-range goals; assets and liabilities; technical and engineering methods, processes, and/or know-how; research and development activities; products; computer software and programs; marketing data; pricing; product designs; discoveries; inventions;

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budgets; projections; customers and suppliers; development plans, strategies and forecasts; new products and services; and financial statements. This information is provided to the Consultant solely for use in the course of his consulting with, and for the benefit of, the Company.

          7.2. To ensure that such confidential information provided to the Consultant is maintained in confidence by him and not used by him to unfairly compete with the Company, the Consultant shall not, during the course of the Contract Term and at any time within three (3) years thereafter following the termination of this Agreement (regardless of whether the Consultant’s termination is voluntary or involuntary), divulge, furnish or make accessible to anyone, or use in any way other than in furtherance of the interests of the Company: (i) any confidential, proprietary or secret knowledge or information which the Consultant has acquired or become acquainted with, or will acquire or become acquainted with, during the Contract Term; (ii) any confidential or proprietary information concerning the Company’s customers, including but not limited to, information concerning a customers need, practice or preferences; (iii) any confidential, proprietary or trade secret research and development activities of the Company; and (iv) any other confidential, proprietary or trade secret information relating to the business of the Company. The Consultant agrees that this restriction applies to all such information regardless of whether such information was developed by him. This restriction shall not apply to information (i) which is or becomes public knowledge through no fault of the Consultant, (ii) is known to the Consultant at the time of its disclosure as shown by his prior written records, or (iii) is disclosed to the Consultant by a third party who is under no confidential obligation to the Company. The Consultant

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further agrees that upon request by the Company, or upon the termination of this Agreement, the Consultant will immediately return to the Company any and all such information in the Consultant’s possession or under the Consultant’s control.

     8. Representations and Warranties of the Consultant. The Consultant represents and warrants to the Company as follows:

          8.1. All facts concerning the Consultant’s background, education, experience and employment history as described to the Company in writing are true and correct;

          8.2 The Consultant’s execution of this Agreement and employment with the Company does not and will not conflict with any obligations that the Consultant has to any current or former employer, any other individual, corporation, partnership, association, trust or any other entity or organization, including any instrumentality of government;

          8.4. All files, records, compilations, reports, studies, manuals, memoranda, notebooks, documents, financial reports and statements, correspondence, and other confidential information whether prepared by the Consultant or otherwise coming into the possession of the Consultant, and all copies thereof, are, and shall remain, the exclusive property of the Company, and shall be delivered to the Company as soon as reasonably practicable and at the expense of the Company in the event of the Consultant’s termination or at any other time if requested by the Company.

          8.6 Representations and Warranties of the Company. The Company represents and warrants to the Consultant as follows: (i) the Company is a corporation duly organized and validly existing under the laws of the State of Delaware, (ii) this

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Agreement has been approved by all requisite corporate action on the part of the Company and, when executed and delivered, will be enforceable against the Company in accordance with its terms, and (iii) the Company’s execution and performance of this Agreement will not conflict with any obligations that the Company has to any other party

     9. Indemnification. Company shall indemnify Consultant and hold him harmless against any and all claims and liabilities asserted against Consultant which arise in connection with the performance of Consultant’s duties and responsibilities while acting in Consultant’s capacity as an Consultant to Company, except Company shall not be obligated to indemnify or hold Consultant harmless against any claim or liability which arises out of Consultant’s bad faith or intentional misconduct.

     10. Property Rights. With respect to information, inventions and discoveries developed, made or conceived of by Consultant, either alone or with others, at any time during the Contract Term and whether or not within working hours, arising out of the performance of the Services or pertinent to any field of business or research in which, during the Contract Term, the Company is engaged or (if such is known to or ascertainable by Consultant) is considering engaging, Consultant agrees:

          10.1 that all such information, inventions and discoveries, whether or not patented or patentable, shall be and remain the exclusive property of the Company;

          10.2 to disclose promptly to an authorized representative of the Company all such information in Consultant’s possession as to possible applications and uses thereof;

          10.3 not to file any patent application relating to any such invention or discovery except with the prior written consent of an authorized officer of the Company;

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          10.4 that Consultant hereby waives and releases any and all rights Consultant may have in and to such information, inventions and discoveries and hereby assigns to the Company and/or its nominees all of Consultant’s right, title and interest in them, and all Consultant’s right, title and interest in any patent, patent application, copyright or other property right based thereon. Consultant hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Consultant’s agent and attorney-in-fact to act for Consultant and in Consultant’s behalf and stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of any such patent, patent application, copyright or other property right with the same force and effect as if executed and delivered by Consultant; and

          10.5 at the request of the Company and without expense to Consultant, to execute such documents and perform such other acts as the Company deems necessary or appropriate for the Company to obtain patents on such inventions in a jurisdiction or jurisdictions designated by the Company, and to assign to the Company or its designee such inventions and any patent applications and patents relating thereto.

     11. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.

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     12. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws (and not the law of conflicts) of the State of New York.

     13. Jurisdiction. Except as otherwise provided for herein, each of the parties (a) submits to the exclusive jurisdiction of any state court sitting in New York County, New York or federal court sitting in the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for giving of notices in Section 11. Nothing in this Section 13, however, shall affect the right of any party to serve legal process in any other manner permitted by law.

     14. Survival. The provisions of Sections 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement.

     15. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

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     16. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

     17. Amendment. This Agreement may be amended or modified only by a written instrument executed by all of the parties hereto.

     18. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations of the Consultant are personal and shall not be assigned by him.

     19. Miscellaneous.

          19.1 No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

          19.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

          19.3 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

BIODEL INC.
By:	/s/ Solomon S. Steiner
Name:	Solomon S. Steiner, Ph.D.
Title:	CEO
By:	/s/ Andreas Pfüetzner
Name:	Andreas Pfuetzner, MD, Ph.D.

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EX-10.2

Exhibit 10.2

SEVERANCE AGREEMENT

     This AGREEMENT is entered into by and between Biodel Inc. (the “Company”) and F. Scott Reding (“Mr. Reding”).

     WHEREAS, Mr. Reding entered into an Employment Agreement with the Company on November 1, 2006, which was amended and restated effective March 20, 2007 (the “Employment Agreement”);

     WHEREAS, Mr. Reding wishes to resign his employment from the Company and is, therefore, not entitled to any severance benefits pursuant to the Employment Agreement;

     WHEREAS, in consideration for Mr. Reding’s execution of this Agreement, the Company has agreed to treat Mr. Reding’s separation of employment as a termination without Cause under the Employment Agreement and pay to him the consideration provided herein, which is higher than the amounts Mr. Reding would have been entitled to receive from the Company under the Employment Agreement;

     WHEREAS, in further consideration for Mr. Reding’s execution of this Agreement, the Company has agreed to respond to reference inquiries in accordance with the statement set forth in Section 8 below; and

     WHEREAS, the parties wish to resolve amicably Mr. Reding’s resignation from the Company and establish the terms of Mr. Reding’s separation of employment;

     NOW, THEREFORE, in consideration of the promises and conditions set forth below, the sufficiency of which is hereby acknowledged, the Company and Mr. Reding agree as follows:

     1. Resignation. Mr. Reding’s effective date of resignation from the Company is November 13, 2007 (the “Resignation Date”).

     2. Severance Benefits.

     (a) Salary Continuation. Provided Mr. Reding timely executes and does not revoke this Agreement and complies with all of the provisions of this Agreement, the Company will, commencing on the Resignation Date and continuing until November 30, 2009 (the “Severance Pay Period”), continue to pay to Mr. Reding, as salary continuation, Mr. Reding’s Base Salary as set forth in his Employment Agreement, less all applicable taxes and withholdings. Notwithstanding the foregoing, because Mr. Reding is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code (the “Code”) as determined by the Company in accordance with its procedures, by which determination Mr. Reding hereby agrees that he is bound, no portion of the payments described in this Section 2(a) shall be paid before May 14, 2008 (the “New Payment Date”), which is the day that is six (6) months plus one (1) day after his November 13, 2007 “separation from service” as determined under Section 409A. The sum total of all payments that otherwise would have been paid to Mr. Reding in accordance with this Section 2(a) during the period between his “separation from service” and the New Payment Date shall be paid to Mr. Reding in one lump sum on the New Payment Date, and any remaining payments will thereafter be paid in accordance with the original schedule set forth in this Section 2(a).

     (b) Additional Monetary Consideration. Provided Mr. Reding has complied with all of the provisions of this Agreement, the Company will, on the eighth (8^th) day after Mr. Reding’s execution, timely return and non-revocation of this Agreement, pay to Mr. Reding (i) a lump-

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sum payment of $11,128.02 (representing an amount equivalent to thirty (30) days pay), less all applicable taxes and withholdings; and (ii) a lump-sum payment of $80,000, less all applicable taxes and withholdings.

     (c) Stock Options. Provided Mr. Reding timely executes and does not revoke this Agreement and complies with all of the provisions of this Agreement: (i) the Company will cause to be vested, as of the Resignation Date, currently unvested options to purchase 54,575 shares of the Company’s Common Stock that were previously granted to Mr. Reding pursuant to the Stock Option Award of November 1, 2006 (the “Option Agreement”); and (ii) the Company agrees that Section 2(a)(iii) of the Option Agreement shall not apply to any options that are vested as of the Resignation Date (options to purchase a total of 90,000 shares of Common Stock, which number includes the options to purchase 54,575 shares of Common Stock referenced above) such that all such options shall remain exercisable through October 30, 2014. The Company and Mr. Reding agree that the per share exercise price of such options is no less than the fair market value of a share of Common Stock at the time of grant. Except as modified hereby, the Option Agreement shall remain in full force and effect.

     (d) COBRA Benefits. Provided that Mr. Reding timely executes and does not revoke this Agreement and complies with all of the provisions of this Agreement, and provided that Mr. Reding elects to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et. seq., the Company will continue to pay, during the Severance Pay Period, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. The remaining balance of any premium costs shall be paid by Mr. Reding on a monthly basis for as long as, and to the

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extent that, Mr. Reding remains eligible for COBRA continuation. Following the date on which Mr. Reding is no longer eligible to receive COBRA coverage, the Company will provide continued health coverage at a benefit level comparable to that in effect at the Resignation Date, either under its own plan or a plan to be obtained by or on Mr. Reding’s behalf, for the remainder of the Severance Pay Period.

     (e) Life Insurance. Provided that Mr. Reding timely executes and does not revoke this Agreement and complies with all of the provisions of this Agreement, the Company will, within eight days following the Resignation Date, determine how to provide life insurance coverage for Mr. Reding for the Severance Pay Period. To the extent permitted by the applicable Company plans, the Company will cover Mr. Reding as a former employee under the life insurance programs at the coverage levels (and subject to all waivers of pre-existing conditions applicable to Mr. Reding on the date immediately prior to the Resignation Date) in effect for Mr. Reding immediately prior to the Resignation Date. If such coverage is unavailable, the Company shall use commercially reasonable efforts to obtain reasonably equivalent coverage on the foregoing terms. If the Company cannot obtain such coverage, it will reimburse Mr. Reding monthly during the Severance Pay Period with respect to the amounts he pays to obtain reasonably equivalent coverage on the foregoing terms. Under the continued coverage alternatives, Mr. Reding will provide the funds to the Company for premium payments for any premiums due before the New Payment Date, and the Company will pay him a lump sum payment on the New Payment Date with respect to such premiums and continue its payments for future coverage on a monthly basis during the Severance Pay Period. Under the payment in lieu alternative, the

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Company will delay payments until the New Payment Date and will then pay to Mr. Reding the lump sum equivalent of the delayed payments at that time and continue payments from that date.

     (f) Disability Insurance. Provided that Mr. Reding timely executes and does not revoke this Agreement and complies with all of the provisions of this Agreement, the Company will, within eight days following the Resignation Date, determine how to provide disability insurance coverage for Mr. Reding for the Severance Pay Period. To the extent permitted by the applicable Company plans, the Company will cover Mr. Reding as a former employee under the disability insurance programs at the coverage levels (and subject to all waivers of pre-existing conditions applicable to Mr. Reding on the date immediately prior to the Resignation Date) in effect for Mr. Reding immediately prior to the Resignation Date. If such coverage is unavailable, the Company shall use commercially reasonable efforts to obtain reasonably equivalent coverage on the foregoing terms. If the Company cannot obtain such coverage on commercially reasonable terms, it will pay monthly to Mr. Reding during the Severance Pay Period an amount that equals the monthly premiums that the Company would have paid on Mr. Reding’s behalf in the month of December 2007 for purposes of maintaining his disability insurance policies. Under the continued coverage alternatives, Mr. Reding will provide the funds to the Company for premium payments for any premiums due before the New Payment Date, and the Company will pay him a lump sum payment on the New Payment Date with respect to such premiums and continue its payments for future coverage on a monthly basis during the Severance Pay Period. Under the payment in lieu alternative, the Company will delay payments until the New Payment Date and will then pay to Mr. Reding the lump sum equivalent of the delayed payments at that time and continue payments from that date.

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     (g) Expense Reimbursement. Provided that Mr. Reding provides the Company with reasonable documentation therefor in a manner consistent with the Company’s policies for expense reimbursement, within eight days of the Resignation Date, the Company will pay to Mr. Reding up to $700.00 as reimbursement in full for all business expenses incurred by Mr. Reding in connection with his employment and which had not been reimbursed prior to the Resignation Date.

     (h) Withholdings and Reimbursements. The Company will withhold no more than the minimum legally required rate with respect to all payments under this Agreement for which withholdings are required. All reimbursements by the Company under this Agreement will be paid no later than the end of the calendar year following the year in which such expense was incurred.

     3. Attorneys’ Fees. Provided Mr. Reding has complied with all of the provisions of this Agreement, the Company will, on the eighth (8^th) day after Mr. Reding’s execution, timely return and non-revocation of this Agreement, pay, to the order of Miller & Wrubel P.C. Attorney Trust Account on Mr. Reding’s behalf a lump-sum payment in the amount of $45,000 for Mr. Reding’s attorneys fees incurred in connection with this Agreement.

     4. Releases.

     (a) Reding Release. In consideration of the payment of the severance benefits set forth in Section 2 above and the attorneys’ fees set forth in Section 3 above, to which Mr. Reding acknowledges he would not otherwise be entitled, Mr. Reding hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company and its respective officers, directors, stockholders, affiliates, subsidiaries, parent companies, agents and employees (each in

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their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Mr. Reding ever had or now has against the Released Parties, including, but not limited to, any and all claims arising out of or relating to his employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. 1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., Executive Order 11246, and Executive Order 11141, all as amended; all claims under the Connecticut Human Rights and Opportunities Act, Conn. Gen. Stat. § 46a-51 et seq., the Connecticut Equal Pay Law, Conn. Gen. Stat. § 31-75 et seq., the Connecticut Family and Medical Leave Law, Conn. Gen. Stat. § 31-51kk et seq., and Conn. Gen. Stat. § 31-51m (Connecticut whistleblower protection law), all as amended; all claims under the New York Human Rights Law, N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., N.Y. Civ. Rights Law § 40-c et seq. (New York anti- discrimination law), the New York Equal Pay Law, N.Y. Lab. Law § 194 et seq., and the New York Whistleblower Law, N.Y. Lab. Law § 740, all as amended; all common law claims

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including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims, including severance, arising out of the Employment Agreement); all claims to any non-vested ownership interest in the Company, contractual or otherwise; any claim or damage arising out of Mr. Reding’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and all claims asserted, or which could have been asserted, in any action, proceeding or litigation that Mr. Reding may have initiated against the Company prior to the execution of this Agreement before any court or governmental or administrative agency or body (collectively, “Proceedings”) (with Mr. Reding and the Company expressly agreeing, as a condition to receiving any severance benefits hereunder and to the Company’s payment of the attorneys’ fees set forth hereunder, to promptly take all action necessary or desirable to withdraw and terminate any such Proceeding with prejudice to Mr. Reding, and acknowledging that this Agreement shall not become valid or enforceable until and unless such withdrawal and termination takes effect). Notwithstanding the above: (a) nothing herein shall constitute a release of, or adversely affect in any way, Mr. Reding’s vested equity instruments interest in the Company; (b) nothing herein shall constitute a release of claims arising out of the Company’s breach of this Agreement; and (c) nothing in this Agreement prevents Mr. Reding from filing a charge with, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Mr. Reding acknowledges that he may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding).

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          (b) Company Release. The Company, on behalf of itself and its officers, directors, affiliates, subsidiaries, agents and employees, hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Mr. Reding from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that such parties ever had or now have against Mr. Reding arising out of Mr. Reding’s employment with or separation of employment from the Company. Notwithstanding the above, nothing herein shall constitute a release of claims arising out of Mr. Reding’s breach of this Agreement.

     5. Confidentiality, Non-Disclosure, Non-Competition, and Non-Solicitation. Mr. Reding acknowledges and reaffirms his obligation to keep confidential and not disclose all non-public information concerning the Company that he acquired during the course of his employment with the Company, as set forth in Section 7 of the Employment Agreement, which Section remains in full force and effect. Mr. Reding also acknowledges and reaffirms his non-competition and non-solicitation obligations pursuant to Section 6 of the Employment Agreement, which Section also remains in full force and effect.

     6. Return of Company Property. Mr. Reding confirms that he has returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, and any other property owned by the Company in his possession or control and has left intact all electronic documents of the Company, including but not limited

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to those which he developed or helped to develop during his employment. Mr. Reding specifically confirms that he has returned to the Company all confidential and proprietary information (and copies thereof) of the Company, and that he retains no such information either in electronic or hard copy. Mr. Reding confirms that he has cancelled all accounts for his benefit, if any, in the name of the Company, including but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

     7. Return of Personal Property. Within eight days of the Resignation Date, the Company will deliver to Mr. Reding a CD-ROM with the data which was on the Company’s computer used by him which the Company believes is personal to him and not the property of the Company. The Company agrees that Mr. Reding may communicate in a reasonable manner with a technical representative of the Company with respect to accessing such data, including contact information.

     8. References. In the event of an inquiry from a potential new employer or other entity or person concerning Mr. Reding, the Company will respond by providing information consistent with the statement set forth in Attachment A.

     9. Business Expenses and Final Compensation. Mr. Reding acknowledges that, except as set forth in Section 2(g), he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him by the Company. Mr. Reding further acknowledges that he has received payment in full for all services rendered in conjunction with his employment by the Company, including payment for all wages, bonuses, and accrued, unused vacation time, and that no other compensation is owed to him except as provided herein.

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     10. Cooperation. To the extent permitted by law, Mr. Reding agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against or on behalf of the Company, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. Mr. Reding’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel for the Company to prepare its claims or defenses, to prepare for trial or discovery or an administrative hearing or a mediation or arbitration and to act as a witness when requested by the Company. Mr. Reding agrees that he will notify the Company promptly in the event that he is served with a subpoena or in the event that he is asked to provide a third party with information concerning any actual or potential complaint or claim against the Company, and that he will not make any disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

     11. Nature of Agreement. Mr. Reding understands and agrees that this Agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company. The Company understands and agrees that this Agreement does not constitute an admission of liability or wrongdoing on the part of Mr. Reding.

     12. Amendment. This Agreement shall be binding upon the parties and may not be abandoned, supplemented, changed or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the parties hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

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     13. Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal and invalid part, term or provision shall be deemed not to be a part of this Agreement.

     14. Non-Disparagement. Mr. Reding understands and agrees that as a condition for payment to him of the severance benefits set forth above and the payment of the attorneys’ fees on his behalf, he shall not make any false, disparaging or derogatory statements in public or private to any person or media outlet regarding the business affairs, business reputation, or financial condition of the Company or any of its directors, officers, employees, agents, or representatives. The Company will, in turn, instruct its directors and officers to refrain from making any false, disparaging, or derogatory statements about Mr. Reding.

     15. Entire Agreement. This Agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to Mr. Reding’s resignation from the Company and cancels all previous oral and written negotiations, agreements, commitments, and writings in connection therewith. Nothing in this Section 15, however, shall modify, cancel or supersede Mr. Reding’s obligations set forth in Section 5 herein.

     16. Applicable Law. This Agreement shall be interpreted and construed by the laws of the State of New York, without regard to conflict of laws provisions. The Company and Mr. Reding hereby irrevocably submit to and acknowledge and recognize the exclusive jurisdiction of the courts of the State of New York, or if appropriate, a federal court located in New York (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction) over any suit, action or other proceeding arising out of, under or in connection with this Agreement or the subject matter hereof.

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     17. Acknowledgments. Mr. Reding acknowledges that he has been given at least twenty-one (21) days to consider this Agreement (or a prior version of this Agreement, with the parties agreeing that any changes, material or immaterial, made to this agreement during the course of their negotiations did not restart the running of such 21-day period), and that the Company advised him to consult with an attorney of his own choosing prior to signing this Agreement. Mr. Reding understands that he may revoke this Agreement for a period of seven (7) days after he signs this Agreement by notifying Solomon S. Steiner in writing, and the Agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period. Mr. Reding understands and agrees that by entering into this Agreement, he is waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefits Protection Act, and that he has received consideration beyond that to which he was previously entitled.

     18. Voluntary Assent. Mr. Reding affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement. Mr. Reding states and represents that he has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. Mr. Reding further states and represents that he has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act.

     19. Tax Acknowledgement. In connection with the payments and consideration provided to Mr. Reding pursuant to this Agreement, the Company shall withhold and remit to the tax authorities no more than the minimum amounts required under applicable law, and Mr. Reding shall be responsible for all applicable taxes with respect to such payments and

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consideration under applicable law. The Company shall issue Forms 1099 to Mr. Reding and to Miller & Wrubel P.C. in connection with the attorneys’ fees to be paid by the Company on Mr. Reding’s behalf pursuant to Section 3 of this Agreement. Mr. Reding acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the payments set forth in Sections 2 or 3 of this Agreement. Mr. Reding further agrees to indemnify and defend the Company for any tax payment (including, but not limited to, any interest or penalties) due or paid by the Company on payments made by the Company to Mr. Reding or on his behalf.

     20. Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, except as set forth in this Section, the Company makes no representations or warranty and shall have no liability to Mr. Reding or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. Notwithstanding the preceding sentence, the Company agrees to increase any benefits and payments that become or are treated as subject to the additional taxes, interest and penalties under Section 409A solely as a result of the benefits and payments provided under Sections 2(e) and 2(f), within five (5) business days after payment by Mr. Reding of such additional taxes, interest or penalties, such that the net amount retained by Mr. Reding after deduction of any additional taxes, interest or penalties imposed under Section 409A, and any federal, state and local income tax, employment tax, excise tax, interest and

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penalties imposed upon the gross-up, shall be equal to the payment before the taxes, interest and penalties imposed under Section 409A and the gross-up; provided, however, that nothing in this sentence shall be construed to require a payment or gross-up by the Company of the amounts to be taken into income under Section 409A(a)(1)(A) as opposed to any interest and penalties triggered by Section 409A(a)(1)(A).

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, all parties have set their hand and seal to this Agreement as of the date written below.

F. SCOTT REDING
/s/ F. Scott Reding		Date:	November 14, 2007
BIODEL INC.
By:	/s/ Solomon S. Steiner	Date:	November 14, 2007
	Solomon S. Steiner Chairman, President & Chief Executive Officer

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Attachment A

Mr. Reding made many important contributions to Biodel during his tenure as Chief Financial Officer, among which was his leadership in the Company’s highly successful Initial Public Offering.

Mr. Reding played an important role in the growth of the Company.

The Company thanks him for his efforts on behalf of the organization and wishes him well in his future endeavors.

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EX-10.3

Exhibit 10.3

November 12, 2007

Gerard J. Michel
454 Summit St.
Ridgewood, NJ
07450

Dear Gerard:

As we discussed, the following details will summarize the offer of employment to join Biodel.

You will serve as the Chief Financial Officer, Treasurer and Vice President Corporate Development, reporting directly to the CEO.

Your annual base compensation will be $310,000 payable at the same time as other employees.

You will be considered annually for a bonus of up to 35% of base compensation at the discretion of the Board of Directors.

You will be granted options under the Company’s stock option plan to purchase 125,000 shares of common stock of the Company vesting over four years.

In the event of a termination of your employment as a result of a change of control, you will receive one year’s salary as a severance payment and the vesting of your options will be accelerated.

In the event of a termination of your employment without cause, you will receive one year’s salary as a severance payment.

In either the event of termination as a result of a change of control or termination without cause, the Company shall pay certain benefit premiums for one year after the Date of Termination, or until you qualify for comparable medical and dental insurance benefits from another employer, whichever occurs first. These benefits include (i) health insurance benefit continuation for you and your family members, if applicable, which the Company provides to you under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premium had you remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (ii) additional health coverage, life, accidental death and disability and other insurance programs for you and your family members, if applicable, to the extent such programs existed on the Change of Control Date.

6 Christopher Columbus Avenue • Danbury, CT • 06810
Phone: (203) 798-3600 • Fax: (203) 798-3601

Cause for termination shall be deemed to exist upon (a) a good faith finding by the Board of Directors of the Company of (i) failure of the Employee to perform in any material respect his assigned duties for the Company customarily associated with the Office of Chief Financial Officer, which failure continues for ten (10) days subsequent to written notice from the Company to the Employee of such failure, or (ii) dishonesty, gross negligence or misconduct not involving any exercise of business judgment in good faith relating to the performance of his duties for the Company; (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; or (c) the material breach by the Employee of any terms of this Agreement, which breach continues for ten (10) days subsequent to written notice from the Company to the Employee of the breach.

Biodel will make a good faith effort to interpret, and if needed modify, this agreement to minimize any adverse tax consequences to you which may result from any severance payment and its treatment under Code Section 409A and other tax code pertaining to the treatment of severance payments.

You will be eligible for participation in Biodel’s employee stock option plan, employee stock purchase plan, health insurance, dental insurance, FSA 125, and 401k programs effective on your hire date.

Biodel adheres to a policy of employment-at-will which allows either party to terminate the employment relationship at any time, for any reason, with or without cause or notice.

You will begin work on November 13, 2007 (your hire date).

If you have any questions concerning the above details, please contact me immediately.

The Board of Directors of Biodel has approved this offer.

To accept this offer, please sign, date, and return this letter to me.

Thank you very much for your interest in Biodel. I look forward to working with you.

Sincerely,

/s/ Solomon S. Steiner

Solomon S. Steiner
CEO

AGREED AND ACKNOWLEDGED:

/s/ Gerald J. Michel	11/12/07
Gerald J. Michel (please sign)	(Date)

6 Christopher Columbus Avenue • Danbury, CT • 06810
Phone: (203) 798-3600 • Fax: (203) 798-3601