EXHIBIT 10.35
**SERVICES AGREEMENT**
     This SERVICES AGREEMENT (“Agreement”) is entered into as of June 20, 2005 (the “EffectiveDate”), by and between IntraBiotics Pharmaceuticals, Inc., a Delaware corporation (the “Company”),and Hickey & Hill, Inc., a California corporation (“H&H”).
RECITALS:
     WHEREAS, the Company desires to engage H&H to provide the Company with certain administrativeand financial consulting services set forth on Exhibit A attached hereto (collectively, the“Services”).
     WHEREAS, H&H desires to provide such Services on the terms and subject to the conditions asset forth herein.
     NOW, THEREFORE, in consideration of the mutual covenants expressed herein and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto, intending to be legally bound hereby, agree as follows:
1. Services.
     A. Subject to the terms and on the conditions contained herein, H&H will use commerciallyreasonable efforts to provide to the Company the Services, which shall be provided on a continuousbasis without specific request. In performing the Services, H&H shall comply with all applicablelaws, rules and regulations, including without limitation, the rules and regulations of the SEC,Nasdaq, and applicable tax authorities, and the Company’s Certificate of Incorporation and Bylaws.In addition, H&H shall follow all policies and procedures approved by the Company’s Board ofDirectors (the “Board”) or any committee of the Board.
     B. The parties agree that Mr. Denis Hickey (“Mr. Hickey”) shall be appointed by the Company’sBoard of as the Chief Executive Officer and the Chief Financial Officer of the Company. Mr. Hickeyshall serve at the pleasure of the Board and may be removed, with or without cause, at any time bythe Board. Such removal shall not result in the termination of this Agreement unless suchtermination occurs as provided in Section 4.B. The Company and Mr. Hickey shall execute anddeliver the Company’s standard form of officer indemnification agreement as set forth onExhibit B attached hereto and he shall be covered by the Company’s D&O insurance policy.
2. Information; Confidentiality.
     A. In connection with H&H’s activities on the Company’s behalf, the Company will furnish H&Hwith all information and data concerning the Company (the “Information”) which H&H may reasonablyrequest, will provide H&H with access to
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the Company’s directors, consultants, independent accountants and legal counsel, and willotherwise cooperate fully with H&H in order to facilitate H&H’s performance of the Services.
     B. H&H shall not, and shall cause its directors, officers, employees, agents (including Mr.Hickey) and representatives (collectively with H&H, the “Restricted Parties”) not to, directly orindirectly, disclose to any person or entity, any confidential information acquired by anyRestricted Party during the course of or as an incident to H&H’s performance of the terms of thisAgreement, relating to the Company or the Services H&H is performing for the Company, including,but not limited to, proprietary technology, operating procedures, financial statements or otherfinancial information, trade secrets, know-how, and forecasts, competitive analyses, the substanceof agreements, and any other documents embodying such confidential information (including, withoutlimitation, the Information) (collectively, the “Confidential Information”). The foregoingrestrictions and obligations under this paragraph shall not apply to any confidential informationthat is or becomes generally available to the public or business community other than as a resultof a disclosure by any Restricted Party and shall not apply to any information disclosed to theextent disclosure is required by applicable law or in connection with the performance of theServices by H&H.
3. Compensation for Services; Expenses.
     A. In consideration of the performance of the Services by H&H set forth in Section 1 above,the Company shall pay to H&H the following:
          (i) a one-time fee of $20,000, payable promptly following execution of this Agreement whichincludes the performance of the Services during the month of June; and
          (ii) a monthly fee of $9,000 beginning in July, 2005, payable monthly on the last day of eachcalendar month that this Agreement is in effect.
     B. In addition to the fees described in Section 3.A above, the Company agrees to reimburseH&H, upon request from time to time, for all reasonable and documented out-of-pocket expensesincurred by H&H in connection with the matters contemplated by this Agreement. The Company shallalso reimburse H&H for reasonable legal fees incurred by it in connection with the review of thisAgreement, not to exceed $1,000.
4. Term and Termination.
     A. This Agreement shall remain in effect until the first anniversary of the Effective Dateunless terminated earlier under this Section 4. Section 2.B shall survive the termination of thisAgreement for a period of one year and Section 6 shall survive the termination of this Agreement.
     B. The Company or H&H may terminate this Agreement immediately if the other party breaches itsobligations hereunder and fails to cure such breach within ten
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(10) days following written notice thereof. In addition, the Company may terminate thisAgreement upon thirty (30) days’ written notice of termination to H&H. H&H may terminate thisAgreement upon ninety (90) days written notice of termination to the Company.
     C. Upon termination of this Agreement, H&H shall promptly return to the Company allConfidential Information.
5. Independent Contractor; Relationship of the Parties.
     Nothing herein shall be deemed to constitute any Restricted Party to be the employee or agentof the Company. H&H shall be an independent contractor and shall have responsibility for andcontrol over the details and means of performing the Services.
6. Indemnification
     A. The Company agrees to indemnify and hold harmless H&H and its officers, directors,employees, agents and shareholders (collectively, the “Indemnitees”) from and against any and alllosses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expensesand disbursements incurred by any of the Indemnitees (“Losses”) and any and all actions, suits,proceedings and investigations in respect thereof against any of the Indemnitees (“Actions”) thatdirectly or indirectly, are caused by, related to, based upon, arise from, or are in connectionwith the performance of the Services, except to the extent that any such Losses or Actions arecaused by the gross negligence or willful misconduct of the respective Indemnitee.
     B. Promptly after receipt by an Indemnitee of notice of the commencement of any Action forindemnification is sought hereunder, such Indemnitee will, if a claim in respect thereof is to bemade against the Company under this Section 6, deliver to the indemnifying party a written noticeof the commencement thereof and the Company shall have the right to participate in, and, to theextent the Company so desires, to assume the defense thereof. The failure to deliver writtennotice to the Company shall not relieve the Company of any liability to the Indemnitee under thisSection except the Company was materially prejudiced by such failure. The Company shall not consentto entry of any judgment or enter into any settlement that does not include as an unconditionalterm thereof the giving by the claimant or plaintiff to each of the Indemnitees a release from allliability in respect to such Action.
7. Amendments, Etc.
     No amendment, modification, waiver, termination or discharge of any provision of thisAgreement nor consent to any departure by a party therefrom, shall in any event be effective unlessthe same shall be in writing specifically identifying this Agreement and the provision intended tobe amended, modified, waived, terminated or discharged (a) in the case of a waiver or modification,signed by the parties, and (b) in case of a waiver, termination or discharge, signed by the partygranting or effecting the same. Each
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amendment, modification, waiver, termination or discharge shall be effective only in thespecific instance and for the specific purpose for which given. No provision of this Agreementshall be varied, contradicted or explained by any oral agreement, course of dealing or performanceor any other matter not set forth in an agreement in writing and signed by the parties.
8. Notices.
     All notices, requests, consents and other communications hereunder shall be in writing, shallbe addressed to the receiving party’s address set forth on the signature pages hereto or to suchother address as a party may designate by notice hereunder, and shall be either (a) delivered byhand, (b) made by telex, telecopy or facsimile transmission, (c) sent by recognized overnightcourier, or (d) sent by registered or certified mail, return receipt requested, postage prepaid.All notices, requests, consents and other communications hereunder shall be deemed to be effective(i) if delivered by hand, at the time of the delivery thereof to the receiving party at the addressof such party set forth above, (ii) if made by telex, telecopy or facsimile transmission, at thetime that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) ifsent by overnight courier, on the next business day following the day such notice is delivered tothe courier service, or (iv) if sent by registered or certified mail, on the third business dayfollowing the day such mailing is made.
9. Further Assurances.
     Each of the parties hereto agrees to duly execute and deliver, or cause to be duly executedand delivered, such further instruments and do and cause to be done such further acts and things,including, without limitation, the filing of such additional assignments, agreements, documents andinstruments, that may be necessary or as the other party hereto may at any time and from time totime reasonably request in connection with this Agreement to carry out more effectively theprovisions and purposes of, or to better assure and confirm unto such other party its rights andremedies under, this Agreement.
10. Severability.
     If any provision hereof should be held invalid, illegal or unenforceable in any respect in anyjurisdictions then, to the fullest extent permitted by law, (a) all other provisions hereof shallremain in full force and effect in such jurisdiction and shall be liberally construed in order tocarry out the intentions of the parties hereto as nearly as may be possible, and (b) suchinvalidity, illegality or unenforceability shall not affect the validity, legality orenforceability of such provision in any other jurisdiction.
11. No Third Party Beneficiaries.
     Nothing contained in this Agreement shall create any rights in, or be deemed to have beenexecuted for the benefit of, any person or entity that is not a party hereto; provided, however,that the provisions of Section 6 are intended for the benefit of the Indemnified Parties.
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12. Governing Law; Jurisdiction.
     This Agreement shall be governed by and construed in accordance with the laws of the State ofCalifornia without giving effect to principles of conflicts of law. Each of the parties irrevocablysubmits to the exclusive jurisdiction of any courts of the State of California or the United StatesDistrict Court for the Northern District of California for the purpose of any suit, action or otherproceeding arising out of this Agreement, or any of the agreements or transactions contemplatedhereby, which is brought by or against it.
13. Entire Agreement.
     This Agreement constitutes, on and as of the date hereof, the entire agreement of the partieswith respect to the subject matter hereof, an all prior or contemporaneous understandings oragreements, whether written or oral, between the parties with respect to such subject matter arehereby superseded in their entirety.
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**IN WITNESS WHEREOF**, the parties have executed this Services Agreement as of the date first abovewritten.         **INTRABIOTICS PHARMACEUTICALS,**  **INC.,**a Delaware corporation         By: /s/ Greg W Schafer       Its: CFO         Address: 2483 East Bayshore Road      Suite 100      Palo Alto, CA 94303         **HICKEY & HILL, INC.,**a California  corporation         By: /s/ Larry Hill       Its: President         Address: 1009 Oak Hill Road      Suite 201      Lafayette, CA 94549
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**EXHIBIT A**
**SERVICES**
1. Review of and familiarization with the Company and its records, transfer of the Company’srecords to H&H’s offices, and set up of accounting systems and files. 2. Manage the administration of the Company, including without limitation:
 **•** Make available the services of Mr. Hickey as the Company’s Chief Executive Officerand Chief Financial Officer of the Company, as contemplated by Section 1.B of theAgreement  **•** Prepare and file the Company’s SEC filings and certifications, including, withoutlimitation: Forms 10-Q and 10-K (including the preparation and execution of the officercertifications required pursuant to Sarbanes-Oxley in connection therewith), Forms 8-K,Proxy Statements, Annual Report, Forms 3, 4, 5, as required  **•** Communicate with the Company’s counsel and independent public accountants re the SECfilings and other appropriate matters  **•** Communicate with the board of directors as necessary or desirable, not less thanmonthly and with interim updates as requested by the board  **•** Make quarterly presentations to board of directors and committees  **•** Organize and hold the Company’s Annual Stockholders’ Meeting  **•** Communicate with SEC and Nasdaq and make appropriate filings, as necessary or appropriate  **•** Implement the year-end audit and related certifications  **•** Manage monthly accounts payables  **•** Close and reconcile monthly financial accounts  **•** Direct external investment manager  **•** Oversee stockholder communications and provide investor relations functions  **•** Perform other management activities necessary or appropriate or as requested by theboard of directors
3. Transition accounting system 4. Terminate 401(k) plan and make required filings in connection with the termination 5. Terminate health plans and other benefit plans and make required filings
 

 

6. Compile, sign and file all required tax returns 7. Maintain required insurance, and renew same 8. Perform all human resources functions 9. Communicate with the board of directors, attorneys and other parties as requested by theboard in connection with the class action lawsuit, administer the payment of legal fees andexpenses by the Company’s D&O Insurance provider in connection with the lawsuit and respond todiscovery requests; provided, however, that H&H will not be required to devote more than 40hours per month to responding to discovery requests. 10. Provide office space for the foregoing activities
 

 

**EXHIBIT B**
**FORM OF INDEMNIFICATION AGREEMENT**