Exhibit 10.6




 




October 15, 2002




Daniel J. Monticello, Ph.D.




152 N. Mill Trace




The Woodlands, TX 77381




 




Re:          Termination

of Employment Agreement




 




Dear Dr. Monticello:




 




This letter (the “Letter”) will reflect our agreement

relative to the termination of your employment agreement with Enchira

Biotechnology Corporation (the “Company”) and outline a number of practical

administrative issues resulting therefrom as well as the potential sale of

certain assets of the Company to you.




 




1.             Effective

October 15, 2002, your Employment Agreement dated January 31, 1996, as amended

by that certain First Amendment to Employment Agreement dated April 10, 1998,

as further amended by that certain Second Amendment to Employment Agreement

dated April 9, 2001, as further amended by that certain Third Amendment to

Employment Agreement dated April 2, 2002, to be effective as of January 1,

2002, and as further amended by that certain Fourth Amendment to Employment

Agreement dated August 15, 2002 (collectively, the “Employment Agreement”) is

hereby terminated.




 




2.             Notwithstanding

the termination of the Employment Agreement, you have agreed to remain a

part-time employee of the Company on an as-needed basis in the same capacity

until the first to occur of (i) a Sale (as defined below) or (ii) a Dissolution

(as defined below).  Your duties shall

include, but not be limited to, evaluating proposals relating to a merger or

sale of all or substantially all of the remaining assets or capital stock of

the Company (a “Sale”) and assisting with the dissolution and liquidation of

the Company (a “Dissolution”), as well as certain administrative duties

including, but not limited to, answering the Company’s telephone, collecting

and processing the Company’s mail, and monitoring and responding to the Company’s

e-mail.




 




3.             As

contemplated by Section 1.B of that certain Settlement and Release Agreement

dated August 15, 2002 between you and the Company, the Company hereby releases

you from the provisions of Section 5.6 of the Employment Agreement and expressly

agrees that you shall be permitted to engage in competitive activities as of

the date hereof; provided, however, that except as provided in Paragraphs 4 and

5 below, the remaining nondisclosure, inventions and confidentiality provisions

of Section 5 of the Employment Agreement shall continue to survive on the terms

provided therein and you shall continue to be bound by the terms thereof.  You hereby release the Company from any and

all further obligations arising under the Employment Agreement.




 




4.             As

consideration for all services to be rendered and performed pursuant to this

Letter, the Company agrees to assign or transfer to you those certain SBIR

grant applications (as




 





























 




more particularly described on Exhibit A hereto).  You acknowledge and agree that you will not

be paid any monetary fees in connection with your services provided pursuant to

this Letter.  Notwithstanding Paragraph

3 above, the Company hereby releases you from any nondisclosure, inventions and

confidentiality provisions of Section 5 of the Employment Agreement applicable

to the SBIR Grant applications.




 




5.             In

addition to the above, the Company agrees to negotiate with you in good faith

regarding the transfer or assignment of certain assets, intellectual property,

technology and know-how relating to the Anti-Cancer Ligand (ACL) technology

(specifically, IGF-I and EGF assays, enrichment and production methods, know

how, customer/collaborator contact lists and the notebooks and reports

(“bullets”) described on Exhibit B hereto) (the “Technology”) to you or

to your subsequent employer (either one, the “Assignee”) on such terms as may

be mutually acceptable to the Company and to Assignee.  Notwithstanding Paragraph 3 above, in the

event the Company transfers and assigns the Technology to you, the Company

agrees to release you from any nondisclosure, inventions and confidentiality

provisions of Section 5 of the Employment Agreement applicable to the

Technology.  Notwithstanding the above,

such transfer of the Technology to Assignee shall not be required in the event

that there is a Sale of the Company or a sale of such Technology to a third

party which is approved by the Board of Directors of the Company.




 




6.             Nothing

in this agreement shall be construed to grant you or your subsequent employer

any rights, license or sublicense to any technology and/or materials that are

subject to arbitration and/or litigation with Maxygen, Inc. or any order or

ruling resulting therefrom.




 




Please sign below to acknowledge your receipt,

understanding and agreement with all of the foregoing.




 




	

   


  	

  Sincerely,


  
	

   


  	

   


  
	

   


  	

  Enchira Biotechnology Corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ Paul G. Brown , III


  	

   


  
	

   


  	

  Name:


  	

   


  	

  Paul G. Brown, III


  	

   


  
	

   


  	

  Title:


  	

   


  	

  President


  	

   


  
	

   


  
	

   


  
	

  Acknowledged:


  
	

   


  
	

   


  
	

    /s/ D. J. Monticello


  	

   


  
	

  Printed Name:


  	

    D. J. Monticello


  	

   


  
	

  Date:


  	

    11/01/02


  	

   


  
										





 





























 




Exhibit A




 




SBIR Grant Applications:




 




1.  Improving the activation of CPT-11 by hCE-2




 




NCI Grant #:  1 R43 CA96076




 




2. Creating

clinically relevant EGFR antagonists




 




NCI Grant # 1 R43 CA095930-01




 





























 




Exhibit B




 




Enchira Anti-Cancer Ligand Technology & Know How




 




1.             Enchira R&D

2001-2002 “Bullets” related to IGF-I and EGF enrichments, assays and production

methods.




 




2.             Enchira laboratory

notebooks:




 




340, 341, 343,

344, 346, 347, 348, 349, 350, 351, 352, 353, 355, 356, 358, 359, 360, 361, 363,

364, 365