**Exhibit10.4**

 

**FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT**

 

This First Amendment to Employment Agreement (the“Amendment”) is made and entered into by and between Enchira BiotechnologyCorporation, a Delaware corporation (the “Company”), and David Carpi (the “Employee”),as of this 2nd day of April, 2002, to be effective as of January 1,2002.

 

WHEREAS, the Employee and the Company entered intothat certain Employment Agreement dated August 30, 2000 (the “Agreement”),which is incorporated herein in its entirety by reference; and

 

WHEREAS, the Employee and the Company desire to amendthe Agreement to revise certain provisions thereof.

 

NOW, THEREFORE, for and in consideration of the mutualcovenants and promises and representations contained herein, and other good andvaluable consideration, the receipt and sufficiency of which are acknowledgedherein, the Company and the Employee agree as follows:

 

1.             The first sentence of the first paragraph in the Sectionentitled “Severance Pay” set forth in the Agreement is hereby amended bydeleting such sentence in its entirety and substituting the following inreplacement thereof:

 

“Unless otherwise set forth in this Agreement, in theevent that (i) your employment is terminated by the Company at any time afterthe date hereof, (ii) you terminate your employment at any time following theoccurrence of a Change in Control (as defined below) because your duties orresponsibilities are materially reduced in connection with or following theChange in Control from those in effect immediately prior to the Change inControl, or (iii) your employment with the Company, or successor entity, isterminated within twelve months following a Change in Control, then the Companyshall be obligated to pay you severance compensation in the amount of your thencurrent salary (provided, however, that if your salary was reduced during thepast year with your consent, the full unreduced salary shall be used) and bonus(in the event that such amount is not determinable under this Agreement, thelast bonus amount paid to you under this Agreement for a twelve month periodshall be used), payable in a lump sum on termination, plus continued benefitsfor the twelve month period following termination. In addition, in any suchinstance referenced above, all outstanding options to purchase stock of theCompany held by you and not previously vested (excluding any that have lapsed,terminated or expired) will vest automatically upon such termination, and youshall have a period of 90 days to exercise such options.”

 

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2.             The last sentence of the first paragraph in the Sectionentitled “Severance Pay” set forth in the Agreement is hereby amended bydeleting such sentence in its entirety and substituting the following inreplacement thereof:

 

“Notwithstanding the foregoing, the Company shall haveno obligation to pay salary or benefits in the event your employment isterminated for Cause (as defined below).”

 

3.             A new third paragraph shall be added to the Sectionentitled “Severance Pay” set forth in the Agreement to read as follows:

 

“A ‘Change in Control’ shall be deemed to haveoccurred if:

 

(i)            anyindividual, entity or group (within the meaning of Section 13(d) or 14(d)(2) ofthe Securities and Exchange Act of 1934) shall become (directly or indirectly)the “beneficial owner” (within the meaning of Rule 13d-3 promulgated under suchAct) of more than 50% of the combined voting power of the then outstandingsecurities of the Company entitled to vote generally in the election ofdirectors (“Voting Power”); or

 

(ii)           theCompany’s stockholders shall approve a merger or consolidation, sale ordisposition of all or substantially all of the Company’s assets or a plan ofliquidation or dissolution of the Company, other than (A) a merger orconsolidation in which the voting securities of the Company outstandingimmediately prior thereto will become (by operation of law), or are to beconverted into, voting securities of the surviving corporation or its parentcorporation that, immediately after such merger or consolidation, (x) are ownedby the same person or entity or persons or entities that owned the votingsecurities of the Company immediately prior thereto and (y) possess at least75% of the Voting Power held by the voting securities of the survivingcorporation or its parent corporation, or (B) a merger or consolidationeffected to implement a recapitalization of the Company (or similartransaction) in which no person acquires more than 50% of the Voting Power.”

 

4.             This Amendment shall be governed by the laws of the Stateof Texas.

 

5.             The Agreement, as amended by this Amendment, supersedesany and all other agreements, either oral or in writing, between Company andthe Employee with respect to the employment of the Employee by the Company andcontains all of the representations, covenants and agreements between theCompany and the Employee with respect to such employment.  The Agreement, as amended hereby, may not belater modified except by a further writing signed by the Company and theEmployee, and no term of this Agreement may be waived except by writing signedby the party waiving the benefit of such term.

 

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6.             Except as modified by this Amendment, all other terms ofthe Agreement shall continue in full force and effect without modification.

 

7.             This Amendment may be executed in one or morecounterparts, each of which shall be deemed an original and all of which, takentogether, constitute one and the same instrument.

 

IN WITNESS WHEREOF, theparties have executed this First Amendment to Employment Agreement in duplicateoriginals, on this 2nd day of April, 2002, to be effective asprovided above.

 

 
|   | ENCHIRA BIOTECHNOLOGY CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Peter P.  Policastro, Ph.D. |   |
|   |                              | Peter P.  Policastro, Ph.D. |
|   |                              | President and  Chief Executive Officer |
|   |                              |
|   |                              |
|   |   /s/ David  Carpi           |   |
|   | David Carpi                       |

 

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