exv10w28






Exhibit 10.28




September 30, 2009




Mary Yaroshevsky-Glanville

c/o Anadys Pharmaceuticals, Inc.

5871 Oberlin Drive, Suite 200

San Diego, CA 92121





	Re: 	 	 Severance Agreement and General Release




Dear Mary:



As we discussed, in connection with the Anadys Pharmaceuticals, Inc. (the “Company”) restructuring
and reduction in force, your employment with the Company will terminate on September
30th, 2009 (“Separation Date”). This letter will set forth our proposed agreement
concerning your separation from the Company, severance benefits from the Company and your release
of the Company from any obligations or claims after the Separation Date.




     1. You currently hold the position of Vice President, Human Capital. As of October 1, 2009,
your responsibilities as Vice President, Human Capital will cease, and all payments and benefits
from the Company will cease, except as provided in this letter Agreement (the “Agreement”) and the
consulting agreement to be entered into effective October 1, 2009.



     2. On your Separation Date, the Company shall provide you with a final paycheck through the
Separation Date which will include accrued and unused vacation pay, less all applicable federal,
state and local income, social security and other payroll taxes consistent with the Company’s
regular employment practices.



          (a) Pursuant to the Amended and Restated Severance and Change in Control Agreement by and
between you and the Company dated March 3, 2008 (the “Severance Agreement”) and contingent upon
satisfaction of the conditions described in the Severance Agreement, you are eligible for
Separation Benefits as defined under the Severance Agreement in exchange for your release of the
Company from all claims which you may have against the Company as of the Separation Date. A copy
of the Severance Agreement is attached to this Agreement as Attachment 1, and is incorporated by
reference herein.




     3. Within 14 days of the Separation Date you will be provided with election forms for medical
insurance continuation as provided by the Consolidated Omnibus Budget Reconciliation Act (COBRA).



 









 





Page 2       Wednesday September 30th , 2009




     4. On the Separation Date, you will deliver to a Company representative, at a location to be
determined, all Company property which you have in your possession, including all equipment and
accessories, office equipment, account lists or contact lists, credit cards, keys, and documents,
including copies of documents.



     5. If you continue to fulfill your job responsibilities through the Separation Date, and in
exchange for your agreement to the release terms set forth in Paragraph 6 of this Agreement, on the
date eight (8) days from your signature on this Agreement, or if the 8th day falls on a
weekend or a holiday, on the next business day, Anadys will provide the following considerations:
1) provide a partial acceleration of vesting applicable to all of your outstanding stock options
so that the options that otherwise would vest through December 31, 2009 immediately will be vested;
and 2) provide an amendment to your stock option agreements, such that all of your vested stock
options (including those accelerated pursuant to the foregoing clause) will be exercisable until
December 31, 2010 (subject to your formal separate agreement to this modification and potential
loss of ISO status). This offer expires as of 5:00 p.m., November 16th, 2009.



     6. Except for claims under the Workers’ Compensation Act and Unemployment Insurance, in
consideration for the separation benefits described in the Severance Agreement and the additional
benefits set out in Paragraph 5 above, you release and forever discharge the Company, its present
and former agents, employees, officers, directors, shareholders, principals, predecessors, alter
egos, partners, parents, subsidiaries, affiliates, attorneys, insurers, successors and assigns,
from any and all claims (excluding indemnification obligations and rights under the Company’s
director and officer insurance policies), demands, grievances, causes of action or suit of any kind
arising out of, or in any way connected with, the dealings between the parties to date, including
the employment relationship and its termination.



     This general release includes, but is not limited to: (1) all claims arising out of or in any
way related to your employment with the Company or the termination of that employment; (2) all
claims related to your compensation or benefits from the Company, including, but not limited to,
salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits,
stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (5) all federal, state or administrative
claims, rule, regulation, or ordinance, including, but not limited to, claims arising under Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the California Fair
Employment and Housing Act, or the Age Discrimination in Employment Act of 1967, as amended
(“ADEA”), and the Older Workers Benefit Protection Act, as amended (“OWBPA”) (except a claim
relating to whether this release or waiver is valid under the ADEA and except for any claims under
the ADEA that may arise after the date this agreement is executed by you). By executing this
Agreement, you acknowledge and agree that with the payments described in this Agreement, you have
received all compensation to which
you are entitled from the Company through the Separation Date, plus consideration in excess of that
amount.



 









 





Page 3       Wednesday September 30th , 2009




     7. You acknowledge that with this document you have been advised in writing to consult with an
attorney prior to executing this waiver of ADEA claims and that you have been given at least
forty-five (45) days from the date of this Agreement in which to consider entering into the waiver
of the ADEA claims, if any. If you decide to sign before November 16th, 2009 you
acknowledge that you are doing so knowingly and voluntarily. In addition, you acknowledge that you
have been informed that you may revoke a signed waiver of the ADEA claims for up to 7 days after
executing this agreement. To be effective, your revocation must be in writing, signed, dated and
delivered to Elizabeth, E. Reed Anadys Pharmaceuticals, Inc. no later than 7 days from the date on
which you sign this agreement. If the 7th day falls on a weekend or holiday, your
revocation must be delivered the next business day. You also acknowledge that you have been
provided a detailed list of the job titles and ages of all employees who were terminated in this
group termination and the ages of all employees in the same job classification or organizational
unit who were not terminated.



     8. By executing this agreement, you acknowledge that you have read the document and have had
the opportunity to receive independent legal advice with respect to executing this agreement and
that you expressly waive the rights and benefits you otherwise might have under California Civil
Code Section 1542, which provides:




A general release does not extend to claims which the
[employee] does not know or suspect to exist in his favor
at the time of executing the release, which if known by him
must have materially affected his settlement with the
[company].



          In other words, there may be additional facts or claims which you do not know about on the
date you sign this Agreement. By signing this Agreement, you understand and agree that you are
giving up your right to bring any known or unknown claim against the Company.




     9. The Company expressly denies liability of any kind to you, and nothing contained in this
agreement will be construed as an admission of any liability.



     10. You acknowledge and agree that you have a continuing obligation to keep confidential and
not to disclose information known or learned as a consequence of your employment with the Company,
including facts relating to the business operations, procedures, research strategies and
approaches, finances, product candidates, development plans and strategies, suppliers, and business
tactics, plans and strategies and other information which is not generally known in the industry.
You also agree that you have a continuing obligation under the terms of the Proprietary
Information and Inventions Agreement which you signed on April 17, 2001, and that the relevant
terms of that agreement will continue in full force and effect.



     11. Nothing in this Agreement alters the at-will nature of your employment. Anadys is an
at-will employer and as such your employment continues to be voluntarily and for no specified
period. As a result, you are free to resign or the company may terminate your employment at any
time, for any reason, with or without cause. No employee of Anadys can enter into an



 









 





Page 4       Wednesday September 30th , 2009



employment contract for a specified period of time, or make any agreement contrary to the at-will
policy of Anadys without the written approval of the Chief Executive Officer of Anadys.




     12. This Agreement has been executed and delivered within California, and our respective
rights and obligations shall be construed and enforced in accordance with and governed by
California law.



     13. You acknowledge that this Agreement and the Severance Agreement is the entire agreement
between the parties regarding severance benefits and/or compensation and supersedes all prior and
contemporaneous oral and written agreements and discussions. This agreement may be amended only by
an agreement in writing.



     14. Any dispute or claim arising out of this Agreement will be subject to final and binding
arbitration. The arbitration will be conducted by one arbitrator who is a member of the American
Arbitration Association (AAA) and will be governed by the Model Employment Arbitration rules of
AAA. The arbitration will be held in San Diego, California and the arbitrator will apply
California substantive law in all respects. The arbitrator shall have all authority to determine
the arbitrability of any claim and enter a final, binding judgment at the conclusion of any
proceedings. Any final judgment only may be appealed on the grounds of improper bias or improper
conduct of the arbitrator.



 









 





Page 5       Wednesday September 30th , 2009



We trust that the severance benefits and other consideration set out in this Agreement will assist
you in the smooth transition of your employment. This offer expires on November 16th,
2009 at 5 pm. We wish you the best in your future endeavors.




	 	 	 	 	 
	Sincerely yours,



Anadys Pharmaceuticals, Inc.

 	 	 
	/s/ Stephen T. Worland
 	 	 
	By:  Stephen T. Worland, Ph.D. 	 	 
	 	 	 


I understand, acknowledge and agree to the terms and conditions, including the releases and
waivers, set forth in this letter agreement.




	 	 	 	 	 
	 	 	 
	DATED: 09/30/2009 	/s/ Mary Yaroshevsky-Glanville
 	 
	 	Mary Yaroshevsky-Glanville