January 26, 2006 Via Hand Delivery Bob DeVaere c/o IDM Pharma, Inc. 5820 Nancy Ridge Drive San Diego, CA 92121 Dear Bob,
EXHIBIT 10.64
January 26, 2006
Via Hand Delivery
Dear ▇▇▇,
This letter agreement (“Letter Agreement”) between you and IDM Pharma, Inc. (the “Company”), amends
the employment agreement of March 17, 2005, between you and the Company (the “Employment
Agreement”) in connection with the resignation of your employment from the Company. The Company
acknowledges and agrees that your resignation shall be deemed to be a resignation for “Good Reason”
and that you shall be entitled to receive the severance benefits set forth in Section 4.4.4 of your
Employment Agreement, as amended by this Letter Agreement. The Company also agrees to accelerate
the payment of a portion of your retention bonus, and, in consideration of that benefit, you agree
to reduce your severance payment period to nine months. Accordingly, the Employment Agreement is
hereby amended as follows:
Section 3.7 of the Employment Agreement is amended and restated in its entirety as follows:
“3.7 RETENTION BONUSES. Provided that the Executive remains in the full time employment
of the Company, without any break or interruption in service, on the applicable retention
bonus eligibility date(s) specified below, the Executive shall receive cash retention
bonuses payable within ten (10) business days of the specified eligibility date(s) and less
payroll deductions and withholdings as follows: i) six (6) months following the Effective
Date of this Agreement, a bonus equal to twenty-five percent (25%) of the Executive’s Base
Salary and ii) March 31, 2006, a bonus equal to thirty-five percent (35%) of the Executive’s
Base Salary.”
Section 4.4.4(I) of the Employment Agreement is amended and restated in its entirety as
follows:
“(I) continued payment of the Executive’s annual Base Salary in effect at the time of
termination for a period beginning upon the Effective Date specified in Exhibit A and
continuing until the earlier of i) nine (9) months thereafter or, ii) the date on which the
Executive begins full-time employment with or in an entity or endeavor other than the
Company (the “GOOD REASON/TERM EXPIRATION SEVERANCE PERIOD”), less standard deductions and
withholdings, paid pursuant to the Company’s standard payroll practices; and”
IDM
If this amendment of the Employment Agreement is acceptable to you, please sign below and
return one original to me.
Sincerely,
/s/ ▇▇▇▇-Loup Romet-▇▇▇▇▇▇▇
▇▇▇▇-Loup Romet-Lemonne, M.D.
Chairman of the Board and Chief Executive Officer
Chairman of the Board and Chief Executive Officer
AGREED:
Date: January 26, 2006
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