Exhibit 10.58  


AGREEMENT AND GENERAL RELEASE  


        MedImmune, Inc. and Gregory S. Patrick, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement
as "Employee"), agree that: 


        1.    Last Day of Employment.    Employee's last day of employment with Employer is
January 16, 2004. 


        2.    Consideration.    In consideration for signing this Agreement and General Release and
compliance with the promises made herein, Employer agrees: 



        a.     to
pay Employee severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to his last day of
employment with Employer) and of the Pro-Rata Bonus Amount for a period of 12 months following the Employee's last day of employment with Employer. Said payments shall commence on
the next regularly scheduled payday after January 16, 2004 and after Employer receives a signed original of the letter attached hereto as Exhibit A. For the purposes of this Agreement,
"Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his
termination, including the payment in paragraph "2", section "b" below. Each semi-monthly payment will total an amount of $19,513.92, less lawful deductions. 


        b.     to
pay Employee a one-time payment in the amount of $100,000.00, less lawful deductions, for his final annual cash bonus. 



        c.     to
provide senior executive outplacement services to Employee for a period not to extend beyond twelve (12) months from the last day of employment with Employer. 


        d.     to
pay Employee any remaining accrued vacation, as required by law and MedImmune policy. The amount paid to Employee following Employee's last day of employment shall be
reduced by any vacation taken between the date of this agreement and Employee's last day of employment. 


        e.     to
allow Employee to retain his 401(k) account in accordance with plan terms and IRS guidelines. 



        f.      if
Employee elects to continue medical and/or dental coverage under the MedImmune Plan in accordance with the continuation requirements of COBRA, the Employer shall pay
for the cost of said coverage beginning on the last day of employment and ending on January 31, 2005. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the
remainder of the COBRA period, at his own expense. If the COBRA participant elects to participate in a plan other than the MedImmune Plan at any point during the coverage period, participant must
notify MedImmune immediately. 




        3.    No Consideration Absent Execution of this Agreement.    Employee understands and agrees
that he would not receive the monies and/or benefits specified in paragraph "2" above, except for his execution of this Agreement and General Release and the fulfillment of the promises contained
herein. 


        4.    General Release of Claims.    Employee knowingly and voluntarily releases and forever
discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively
referred to throughout the remainder of this Agreement as "Employer"), of and from any and all claims, known and unknown, 


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Employee
has or may have against Employer as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: 



	•
	Title
VII of the Civil Rights Act of 1964, as amended;



	•
	The
Civil Rights Act of 1991;



	•
	Sections
1981 through 1988 of Title 42 of the United States Code, as amended;



	•
	The
Employee Retirement Income Security Act of 1974, as amended ("ERISA");



	•
	The
Immigration Reform and Control Act, as amended;



	•
	The
Americans with Disabilities Act of 1990, as amended;



	•
	The
Age Discrimination in Employment Act of 1967, as amended;



	•
	The
Workers Adjustment and Retraining Notification Act, as amended;



	•
	The
Occupational Safety and Health Act, as amended;



	•
	Maryland
Human Relations Commission Act (MHRCA)—Md. Code Art. 49B §1 et seq.;



	•
	Maryland
Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers' Compensation Claim—Md. Labor & Employment Code §
9-1105;



	•
	Maryland
Equal Pay Law—Md. Labor & Employment Code § 3-301 et seq.;



	•
	Maryland
Adoption Leave Law—Md. Labor & Employment Code §§ 3-801 and 3-802;



	•
	Maryland
Medical Information Bias Law—Md. Labor & Employment Code § 5-604;



	•
	Maryland
Military Leave Law—Md. Public Safety Code sec. 13-705;



	•
	Maryland
law protecting witnesses, jurors and victims who attend court proceedings, Md. Courts and Judicial Proceedings Code §§8-105,
9-205;



	•
	Maryland
Day of Rest Law—Md. Labor & Employment Code § 3-704;



	•
	Maryland
Wage Payment and Work Hour Laws—Md. Labor & Employment Code §§ 3-401 et seq. and 3-501 et seq.;



	•
	Maryland
Occupational Safety & Health Act, as amended—Md. Labor & Employment Code § 5-101 et seq.;



	•
	Any
other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;



	•
	Any
public policy, contract, tort, or common law; or



	•
	Any
allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. 




        5.    Affirmations.    



        Employee
affirms that he has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against Employer in any forum or form. 


        Employee
further affirms that he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and
that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him, except (1) any already vested benefit under ERISA, and (2) as provided in
this Agreement and General Release. 


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        Employee
furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and
Medical Leave Act. 


        Employee
acknowledges that because of circumstances unique to him including, but not limited to, irreconcilable differences with Employer, he is not qualified to hold any position with
Employer now or in the future and, therefore, shall not apply in the future for employment with Employer. 


        Employee
affirms that he has returned any and all of Employer's property in his possession or control. 


        6.    Confidentiality.    Employee agrees not to disclose any information regarding the
existence or substance of thus Agreement and General Release, except to his spouse, tax advisor, and an attorney with whom Employee chooses to consult regarding his consideration of this Agreement and
General Release. Employee also affirms he has not divulged any proprietary or confidential information of Employer and will not divulge such information at anytime hereafter. 



        7.    Indemnification.        MedImmune, Inc. agrees to indemnify employee
against all liabilities and expenses, including reasonable attorneys' fees, actually or necessarily incurred by or imposed upon him in connection with any proceeding in which he may be made a party,
or in which he may become involved, by reason of his being or having been a director, officer or employee of the corporation, or any settlement thereof, whether or not he is a director, officer or
employee at the time such expenses and liabilities accrue, except in such cases wherein the director, officer or employee is adjudged guilty of will-ful misfeasance or malfeasance or
negligence in the performance of his duties." 


        8.    Governing Law and Interpretation.    This Agreement and General Release shall be
governed and conformed in accordance with the laws of the state in which Employee was employed at the time of his last day of employment without regard to its conflict of laws provision. In the event
the Employee breaches any provision of this Agreement and General Release, Employee and Employer affirm that either may institute an action to specifically enforce any term or terms of this Agreement
and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable,
excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. 


        9.    Nonadmission of Wrongdoing.    The parties agree that neither this Agreement and General
Release nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by either party of any liability or unlawful conduct of any
kind. 


        10.    Amendment.    This Agreement and General Release may not be modified, altered or
changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release. 


        11.    Revocation.    Employee may revoke this Agreement and General Release for a period of
seven (7) calendar days following the day he executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Pamela J. Lupien and state, "I
hereby revoke my acceptance of our Agreement and General Release." The revocation must be personally delivered to Pamela J. Lupien or her designee, or mailed to Pamela J. Lupien and postmarked within
seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired.
If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which Employee was employed at the time of his last day of employment, then the revocation period shall
not expire until the next following day which is not a Saturday, Sunday, or legal holiday. 


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        12.    Entire Agreement.    This Agreement and General Release sets forth the entire agreement
between the parties hereto, and fully supersedes any prior agreements or understandings between the parties, except
the Employee Proprietary Information and Invention Agreement. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with
his decision to accept this Agreement and General Release, except for those set forth in this Agreement and General Release. 


        EMPLOYEE HAS BEEN ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


        EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.


        HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH "2" ABOVE, EMPLOYEE FREELY
AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
EMPLOYER.


        IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below: 



	

/s/ GREGORY S. PATRICK
Gregory S. Patrick	
 	

 
	

Date:	
 	

December 31, 2003	
 	

 
	
MedImmune, Inc.	
 	

 
	

By:	
 	

/s/ PAMELA J. LUPIEN
 Pamela J. Lupien	
 	

 
	

Date:	
 	

December 31, 2003	
 	

 
	

By:	
 	

/s/ DAVID M. MOTT
 David M. Mott	
 	

 
	

Date:	
 	

January 5, 2004	
 	

 




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