EXHIBIT 10.47
                               SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT (the "Agreement") is made as of September 23,
1999 between INCARA PHARMACEUTICALS CORPORATION, a Delaware corporation (the
"Company"), and _____________ ("Employee").

                                    Recitals
                                    --------

A.       Employee is employed by the Company as an officer, and as such, the
         Company recognizes the valuable services performed by Employee for the
         Company and wishes to encourage his/her continued employment.

B.       Employee desires to be assured that he/she will be entitled to a
         certain amount of compensation and benefits for some definite period of
         time upon the occurrence of certain events.

C.       The parties desire to enter into this Agreement to provide the terms
         and conditions upon which the Company will pay severance benefits to
         Employee upon the occurrence of certain events.

                             Statement of Agreement
                             ----------------------

         In consideration of the foregoing and the promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.       Definitions. Whenever used in this Agreement, the following terms shall
         have the meanings respectively assigned to them in this Section 1:

         (a) "Cause" shall have the meaning as defined in the Employment
         Agreement (as defined below), and in addition, shall include
         conviction of a felony and the violation of "insider trading laws",
         as determined by the Securities and Exchange Commission.

         (b) "Change in Control" means any of the following events or
         transactions:

             (i)      A merger or consolidation of the Company with another
                      corporation (A) where the stockholders of the Company
                      immediately prior to the merger or consolidation do not
                      beneficially own, immediately after the merger or
                      consolidation, shares of the corporation issuing cash or
                      securities in the merger or consolidation entitling such
                      stockholders to more than fifty percent (50%) of all votes
                      (without consideration of the rights of any class of stock
                      to elect directors by a separate class vote) to which all
                      stockholders of such surviving corporation would be
                      entitled in the election of directors, or (B) where the
                      members of the Board of Directors of the Company
                      immediately prior to the merger or consolidation do not,
                      immediately after the merger or consolidation, constitute
                      a majority of the Board of Directors of the corporation
                      issuing cash or securities in the merger or consolidation;

             (ii)     The sale, transfer or other disposition of all or
                      substantially all of the assets of the Company; or

             (iii)    The acquisition, directly or indirectly, by any person or
                      related group of persons (other than the Company or a
                      person that directly or indirectly controls, is controlled
                      by, or is under common control with, the Company) of
                      beneficial ownership (within the meaning of Rule

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                      13d-3 of the Securities Exchange Act of 1934, as amended)
                      of securities possessing more than fifty percent (50%) of
                      the total combined voting power of the Company's
                      outstanding securities pursuant to a tender or exchange
                      offer made directly to the Company's stockholders.

         (c) "Employment Agreement" shall mean the Employment Agreement between
             the Employee and the Company dated ___________ (or any subsequent
             employment agreement which supplements, supersedes or replaces such
             agreement).

         (d) "Good Reason" shall mean any reduction, without Employee's consent,
             in Employee's status, title, authority, duties, salary, benefits,
             eligibility for bonuses or location of employment that is more than
             thirty (30) miles from Employee's current location of employment.

         (e) "Separation Event" shall mean the termination by the Company of
             Employee's employment without Cause or termination by Employee for
             Good Reason, in either case within two and one-half years after the
             earliest date of a Change in Control of the Company (the
             "Termination Period"). The death or disability of Employee shall
             not be a Separation Event.

         Other terms used in this Agreement are defined in other provisions of
this Agreement and shall have the respective meanings given such terms in those
provisions.

2.       Employment. Employee shall, so long as he/she remains in the active
         employment of the Company, devote such of his/her time and efforts as
         shall be necessary to the proper discharge of his/her duties and
         responsibilities as an officer of the Company.

3.       Severance Benefits.

         (a) In consideration of Employee remaining an employee of the Company,
             if there is a Separation Event, then Employee shall receive the
             following in lieu of any other severance benefits due to Employee
             pursuant to Company policies or the Employment Agreement, if any.

             (i)      Accrued and unpaid salary less all applicable and
                      customary withholding taxes and deductions;

             (ii)     A bonus in the amount of the average annual bonus earned
                      by Employee during the previous two years, prorated for
                      the portion of the current year worked through the date of
                      termination, less all applicable withholding taxes and
                      deductions;

             (iii)    A lump sum severance payment equal to two and one-half
                      times the sum of his/her current annual base salary and
                      average annual bonus during the previous two years, less
                      all applicable withholding taxes and deductions; and

             (iv)     Medical and insurance benefits paid by the Company or its
                      successor-in-interest equal to those provided by the
                      Company to Employee immediately prior to the date of the
                      Separation Event for two and one-half years following the
                      Separation Event.

         (b) The amounts in Subsections 3(a)(i), (ii) and (iii) shall be paid
             within thirty (30) days following the Separation Event.
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         (c) In addition to the foregoing, all restricted stock and all stock
             options for the purchase of capital stock of the Company held by
             Employee shall vest in full immediately upon the occurrence of a
             Separation Event.

4.       Other Termination of Employment. If the Company or the Employee
         terminates Employee's employment with the Company for any reason other
         than a Separation Event, then

             (i)      No benefits shall become due and payable under Section 3,
                      above;

             (ii)     This Agreement shall be considered terminated with respect
                      to Employee; and

             (iii)    Company policy and the Employment Agreement shall
                      determine the severance benefits, if any, due to Employee
                      or his/her descendents.

5.       Corporate Assets. No provision in this Agreement, or any action taken
         pursuant to its provisions by either party, shall create, or be
         construed to create, a trust of any kind, or a fiduciary relationship
         between the Company and the Employee, his/her designated beneficiary,
         other beneficiaries of Employee, or any other person. The payments to
         Employee, his/her designated beneficiary, or any other beneficiary
         shall be made from assets which shall continue to be a part of the
         general assets of the Company. No person shall have, by virtue of the
         provisions of this Agreement, any interest in the Company's assets. To
         the extent that any person acquires a right to receive payments or
         benefits from the Company under this Agreement, the right shall be no
         greater than the right of any unsecured general creditor of the
         Company.

6.       No Employment Contract. Nothing contained in this Agreement shall be
         construed as a contract of employment for any term of years, nor as
         conferring upon Employee the right to continue as an employee of the
         Company in any capacity. It is understood by the parties that this
         Agreement relates exclusively to severance benefits payable after
         termination of Employee's employment with the Company during the
         Termination Period, and is not intended to be an employment contract.

7.       Employee's Capacity. Employee represents and warrants to the Company
         that he/she has the capacity and right to enter into this Agreement
         without any restriction whatsoever by any other agreement, other
         document or otherwise.

8.       Complete Agreement. This document contains the entire agreement between
         the parties regarding severance arrangements resulting from certain
         terminations of Employee's employment during the Termination Period and
         supersedes any prior discussions, negotiations, representations, or
         agreements between them relating to such severance arrangements for
         Employee. No additions or other changes to this Agreement shall be made
         or be binding on either party unless made in writing and signed by each
         party to this Agreement.

9.       Notices. All notices and other communications under this Agreement to
         any party shall be in writing and shall be deemed given when delivered
         personally, via facsimile (which is confirmed) to that party at the
         telecopy number for that party set forth below, mailed by certified
         mail (return receipt requested) to that party at the address for that
         party set forth below (or at such other address for such party as such
         party shall have specified in notice to the other party), or delivered
         to Federal Express, UPS or any similar express delivery service for
         delivery to that party at that address:
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                  (a)      If to the Company:

                           Incara Pharmaceuticals Corporation
                           P.O. Box 14287
                           3200 East Highway 54
                           Cape Fear Building, Suite 300
                           Research Triangle Park, NC  27709
                           Attention:  President
                           Facsimile No.:    (919) 544-1245

                  (b)      If to the Employee:

                           The Employee's current address in the Company's
                           personnel files

10.      Governing Law. All questions concerning the validity, intention, or
         meaning of this Agreement or relating to the rights or obligations of
         the parties with respect to performance hereunder shall be construed
         and resolved under the laws of North Carolina.

11.      Severability. The intention of the parties to this Agreement is to
         comply fully with all laws and public policies, and this Agreement
         shall be construed consistently with all laws and public policies to
         the extent possible. If and to the extent that any court of competent
         jurisdiction determines that it is impossible or violative of any legal
         prohibition to construe any provision of this Agreement consistently
         with any law, legal prohibition, or public policy and consequently
         holds that provision to be invalid or prohibited, that shall in no way
         affect the validity of the other provisions of this Agreement which
         shall remain in full force and effect.

12.      Nonwaiver. No failure by any party to insist upon strict compliance
         with any term of this Agreement, to exercise any option, enforce any
         right, or seek any remedy upon any default of any other party shall
         affect, or constitute a waiver of, the first party's right to insist
         upon such strict compliance, exercise that option, enforce that right,
         or seek that remedy with respect to that default or any prior,
         contemporaneous, or subsequent default; nor shall any custom or
         practice of the parties at variance with any provision of this
         Agreement affect or constitute a waiver of, any party's right to demand
         strict compliance with all provisions of this Agreement.

13.      Captions. The captions of the various sections of this Agreement are
         not part of the context of this Agreement, but are only labels to
         assist in locating those sections, and shall be ignored in construing
         this Agreement.

14.      Successors. This Agreement shall be personal to Employee and no rights
         or obligations of Employee under this Agreement may be assigned by
         him/her. Except as described in the preceding sentence, this Agreement
         shall be binding upon, inure to the benefit of, and be enforceable by
         and against the respective heirs, legal representatives, successors,
         and assigns of each party to this Agreement.

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

                                              INCARA PHARMACEUTICALS CORPORATION
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By:_______________________________
Title:____________________________


EMPLOYEE:


                            (SEAL)
__________________________________
__________________________________