**Exhibit 10.29**

June1, 2001

JohnFiddes[address]
|   | Re: | **Notification  Under the Worker Adjustment and Retraining Notification Act (“WARN Act”) and  Offer of Severance Package** |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------|

DearJohn:

ThisLetter Agreement (the “Letter Agreement”) is to inform you in advance thatIntraBiotics Pharmaceuticals, Inc. (the “Company”) is restructuring itsworkforce at its facilities located at 2021Stierlin Court, Mountain View, California and 1245 Terra Bella, MountainView, California.  This restructuringconstitutes a “mass layoff” under the WARN Act.

Dueto this restructuring, you will be laid off. Your employment termination is currently scheduled to occur on July 31,2001 (the “Separation Date”).  Until theSeparation Date, you will remain an employee of the Company, and you will bepaid your current base salary (less all applicable deductions and withholdings)in accordance with the Company’s normally scheduled payroll dates.  In addition, you will remain eligible forthose benefits provided under the Company’s employee benefit plans.  On the Separation Date, the Company will payyou all accrued salary and all accrued and unused vacation through theSeparation Date, subject to standard payroll deductions and withholdings.  There are no bumping rights.  The layoff is expected to be permanent.

Fromnow until the Separation Date, the Company asks that you continue to report forwork.  You will be asked to provideservices to the Company to aid in this transition period.  Your exact duties will be jointly determinedby you and the Company during the week of June 4, 2001 and set forth inwriting.

Moreover,if you are still employed by the Company on the Separation Date, and if on orafter the Separation Date you sign and (without revoking your signature)deliver to the Company a Confidential Separation and Release Agreement in aform substantially similar to the document attached hereto as Exhibit A, theCompany will provide you with the following “Severance Package” benefits: (i)if after the Separation Date you timely elect to continue your health insurancebenefits through COBRA coverage, the Company will pay for six (6) months ofsuch COBRA coverage at no cost to you; (ii) the Company will accelerate six (6)months vesting of all unvested stock options from the Separation Date; and(iii) the Company will pay you in a single lump sum an amount equivalent to six(6) months of your current base salary, less all applicable deductions andwithholdings within fifteen (15) days of the Separation Date.  If your employment is terminated prior tothe Separation Date and such termination constitutes an Involuntary TerminationWithout Cause (as defined below) or a Constructive Termination (as definedbelow), then you shall receive a cash payment equal to your base salary as ifyou continued to be employed from the date of your termination through ** **January 31, 2002.For purposes of this Letter Agreement, “Constructive Termination” means thatyou voluntarily terminate your employment with the Company after:
**(i)**         theassignment to you of any duties or responsibilities that result in asignificant diminution in your function as in effect on June 1, 2001; *provided, however*, that a mere change inyour title or reporting relationships shall not constitute a ConstructiveTermination;

**(ii)**         areduction by the Company in your current base salary by five percent (5%) ormore; *provided, however*, that areduction by the Company of your current base salary by up to ten percent (10%)shall not constitute a Constructive Termination for purposes of this Letter Agreementif it is made in connection with an across-the-board reduction by the Companyof all employees’ annual base salaries by a percentage at least equal to thepercentage by which your current base salary is reduced;

**(iii)**       arelocation of your business office to a location that requires you to commutemore than thirty-five (35) miles each way, except for required travel by you onthe Company’s business to an extent substantially consistent with your businesstravel obligations prior to June 1, 2001; *provided,however*, that no relocation of your business office shall constitutea Constructive Termination for purposes of this Letter Agreement if you provideservices to the Company from a remote location (e.g., through telecommuting) atthe time of the relocation;

**(iv)**        amaterial breach by the Company of any provision of this Letter Agreement; or

**(v)**         anyfailure by the Company to obtain the assumption of these benefits by anysuccessor or assign of the Company.

Forpurposes of this Letter Agreement, “Involuntary Termination Without Cause”means your dismissal or discharge for reasons other than Cause.  For this purpose, “Cause” means that, in thereasonable determination of the Company, that you have:

**(i)**         beenindicted for or convicted of or pleaded guilty or no contest to any felony orany crime involving dishonesty that is likely to inflict or has inflicteddemonstrable and material injury on the business of the Company;

**(ii)**        participatedin any fraud against the Company;

**(iii)**       willfullyand materially breached a Company policy;

**(iv)**        intentionallydamaged any property of the Company thereby causing demonstrable and materialinjury to the business of the Company;

**(v)**         willfullyand materially breached your obligations under your IntraBiotics’ Employment,Confidential Information And Invention Assignment Agreement;

**(vi)**        engagedin conduct that, in the reasonable determination of the Company, demonstratesgross unfitness to serve; or

**(vii)**      demonstrateda continued pattern of substantial nonperformance of your duties.
Notwithstandingthe foregoing, Cause shall not exist based on conduct described in clause(iii), (vi) or (vii) above unless the conduct described in such clause has notbeen cured within fifteen (15) days following your receipt of written noticefrom the Company specifying the particulars of the conduct constituting Cause.

Ifyou voluntarily leave the Company before the Separation Date (other than in aConstructive Termination), or if you are terminated for Cause before theSeparation Date, no part of the Severance Package is earned or payable.

ThisAgreement, including Exhibit A, constitutes the complete, final and exclusiveembodiment of the entire agreement between you and the Company with regard tothis subject matter.  It is entered intowithout reliance on any promise, warranty, or representation, written or oral,other than those expressly contained herein, and it supersedes any other suchpromises, warranties or representations. This Agreement may not be modified or amended except in a writing signedby both you and a duly authorized officer of the Company.  This Agreement shall bind the heirs,personal representatives, successors and assigns of both you and the Company,and inure to the benefit of both you and the Company, their heirs, successors andassigns.  This Agreement shall be deemedto have been entered into and shall be construed and enforced in accordancewith the laws of the State of California as applied to contracts made and to beperformed entirely within California.

Ifyou have any questions, the name and telephone number of the Company’s officialto contact for further information is:

                                        RayMendonca                                        Director,Human Resources                                        IntraBioticsPharmaceuticals, Inc.                                        (650)567-6650

Iwant to thank you personally for your contributions to IntraBioticsPharmaceuticals, Inc., and thank you in advance for your assistance during theTransition Period.

Sincerely,

**INTRABIOTICSPHARMACEUTICALS, INC.**

KennethKelley, President & Chief Executive Officer

**Exhibit A – General Waiver andRelease Agreement**
**AGREED AND ACCEPTED:**  
 
Dated:, 2001