**Exhibit 10.31**

 

June 11, 2001

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

Dear Sandy:

This 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.

Due to this restructuring, you will belaid off.  Your employment terminationis currently scheduled to occur on August 31, 2001 (the “Separation Date”),sixty days from today.  Until the SeparationDate, you will remain an employee of the Company, and you will be paid yourcurrent base salary (less all applicable deductions and withholdings) inaccordance with the Company’s normally scheduled payroll dates.  In addition, you will remain eligible forthose benefits provided under the Company’s ERISA benefit plans.

From now until the Separation Date, youare neither expected nor required to report for work.  However, until the Separation Date, the Company reserves theright to call you back to work either at your present position or at anequivalent position.  If you refuse toreport for work after being notified, you will be subject to discipline up toand including the termination of your employment and the cessation of anyfurther compensation or benefits.  Thereare no bumping rights.  The layoff isexpected to be permanent.

Additionally, if on the Separation Dateyou sign the general waiver and release of claims attached hereto as Exhibit A,you will receive an amount equivalent to sixteen (16) weeks of your currentbase salary, less all applicable deductions and withholdings plus a one-timepre-tax payment equal to 10% of your annual salary or $23,500.  In addition, if you timely elect to continueyour health insurance benefits through COBRA coverage, the Company will pay forCOBRA coverage for September, October, November, and December 2001.  You will also receive acceleration of fourmonths vesting of your existing stock options. In other words, you will get thebenefit of any vesting that would have occurred through December 31, 2001.  All other terms of your options, includingany applicable exercise periods continue to be governed by the 2000 EquityIncentive Plan and the terms of your option agreement thereunder.

If you have any questions, the name andtelephone number of the Company’s official to contact for further informationis:

Ray MendoncaDirector, Human ResourcesIntraBiotics Pharmaceuticals, Inc.(650) 567-6650

Pursuant to the Age Discrimination in EmploymentAct, 29 U.S.C. Section 626(f)(1)(H), the Company provides disclosuresconcerning the terms and eligibility for this termination program inExhibit B attached hereto.

I want to thank you personally for yourcontributions to IntraBiotics Pharmaceuticals, Inc., and wish you luck in yourfuture endeavors.

Sincerely,

**IntraBiotics Pharmaceuticals, Inc.**

Kenneth Kelley, President & Chief ExecutiveOfficer

**ExhibitA – General Waiver and Release AgreementExhibit B - Disclosure Under 29 U.S.C. § 626(f)(1)(H)**