**Exhibit 10.613**

 
|        |   | Chiron Corporation                |
|-------------|--------|-----------------------------------|
|        |   | 4560 Horton Street                |
|        |   | Emeryville, California 94608-2916 |
| C H I R O N |   | 510-655-8730                      |

 

 

January 25, 1999

**CONFIDENTIAL**

 

David V. Smith

(Address)

 

Dear David:

 

We are pleased to confirm our offer of employment for you to joinChiron Corporation.

 

Chiron’s mission is to have power over disease – to use biotechnologyas a tool for preventing and treating illnesses. We are counting on you to helpus with this work.

 

Your employment offer with Chiron is as VP, Controller reporting to me.Your starting salary will be paid at a bi-weekly rate of $6,730.76 ($175,000annually) as an exempt employee.

 

You will be eligible to participate in our stock option program.Subject to the approval of the Board of Directors, you will be awarded a stockoption grant of 30,000 options to purchase Chiron common stock. The optionsvest fully over a four-year period, with the first 25% of the shares vesting atthe one-year grant (sic) [hire date] anniversary. Shares vest on a pro-ratedmonthly basis over the subsequent remaining three years of the vesting period.The exercise price of the option will be set at the fair market value (asdefined in the Option Plan) of a share of Chiron stock on the date the optionis approved. We expect the options will be approved and effective within 90days of your employment date.

 

You will also be eligible to participate in Chiron’s Annual IncentivePlan for next year. The Plan links corporate, business/functional unit andindividual performance metrics to support the accomplishment of Chiron’sbusiness goals. The Plan, as structured, has an incentive range for yourposition from 0% to 60% with a target of 30% of base pay. Plan participantshired between January 1 and September 30, 1999 are eligible to receive a pro-ratedbonus which is paid in the first quarter of the 2000 fiscal year.

 

The information sheets following your offer letter contain some of thehighlights of Chiron’s benefits programs. You should note that, while thisoffer is being made under the terms of our current benefits and compensationprograms, changes do occur from time to time and any system-wide changes thatoccur will apply to you as well.

 

Some of these programs are effective immediately upon your employment,while others are dependent upon established enrollment periods. Your groupmedical insurance benefits generally start on the first day of the month *following* your date of hire. If, however, your date of hireis the first business day of the month, your coverage becomes effective on thatdate. Note also that, with few exceptions, Chiron extends benefits coverage toqualified 

 

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family members, including opposite- and same-sex domestic partners. Youwill have an opportunity to learn more about your benefits and complete theenrollment paperwork at a benefits orientations held twice a month. Theschedule will be provided for you at new hire orientation.

 

As a part of Chiron’s routine medical surveillance program, employeeswith certain project assignments may be advised to provide a baseline bloodsample for archival storage. The Chiron Occupational Health Department willnotify you if a baseline blood draw is recommended.

 

This offer is contingent upon your ability, as required by federal law,to establish your employment eligibility as a U.S. citizen, a U.S. lawfulpermanent resident, or an individual specifically authorized for employment inthe U.S. by the Immigration and Naturalization Service. Please read theenclosed notice specifying the documentation required in this regard. *Please bring any required documentation to new hire orientation*.If you have an employment authorization document (EAD) issued by theImmigration and Naturalization Service, please contact Lisa Steffler in Emeryville,California at (510) 923-2513.

 

Under California law, employment with Chiron is not for any specifiedterm and can be terminated at any time for any reason by you or Chiron. Anycontrary representations which have been made or may be made to you are supersededby this offer. When you accept the offer, the terms described in this letterand the Chiron Employee Invention and Confidential Information Agreement shallconstitute the terms of your employment.

 

It is our understanding that you anticipate starting your employmentwith Chiron on February 22, 1999. If you have any questions in the meantime,please feel free to contact me. Again, we think Chiron’s challenge – power overdisease – will require all of our best efforts.

 

Sincerely,

 
| CHIRON CORPORATION      |
|-------------------------|
|                    |
|                    |
| /s/ James R. Sulat      |   |
| James R. Sulat          |
| Chief Financial Officer |

 

Enclosures

 

cc:           Human Resources

 

Please indicate your understanding of the terms of this offer and youracceptance of this offer, along with your confirmed start date, by signing thisletter and filling out the attached packet of forms. Please return the letterand forms to the Chiron Human Resources Department in the enclosed postage paidenvelope within one week of receipt of this letter to 

 

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expedite the processing of your employment record. Please keep the copyof your offer letter and make copies of any of the forms you wish to retain foryour own use.

 

 
| /s/ David V. Smith |   | 1/27/99              |   | 2/22/99 |   |
|--------------------|--------|----------------------|--------|---------|--------|
| Name               | Date   | Confirmed Start Date |

 

Please note that new Employee Orientation of Emeryville-based employeesis typically held every Monday and is scheduled from 9:00 AM through 3:00 PM.Please meet in the lobby in the Q-1 building on the Emeryville campus. As partof your Chiron orientation you will receive overview information **and need to complete certain forms which areprerequisites for you to be paid**. If, for any reason, you are notable to attend your scheduled orientation session, or if your actual start dateis on a day other than a Monday, please contact Human Resources immediately sothat you are paid on a timely basis.

 

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