Exhibit

10.70




 




Employment

Agreement




(hereinafter referred to as ,,Agreement“




 




 




between




 




 




Discovery Technologies Ltd.


Gewerbestrasse 16


4123 Allschwil





(hereinafter referred to als ,,DTL“)




 




 




and




 




 




Urs Regenass, Ph.D.


Muehlerain 14


4107 Ettingen




 




(hereinafter referred to as ,,Employee“)




 






















 




WHEREAS, DTL and Discovery

Partners International (hereinafter referred to as DPI), the 100% shareholder

of DTL, desire to enter into an employement agreement with Dr. Urs Regenass;




 




WHEREAS, Dr. Urs Regenass

desires to become an employee of DTL;




 




NOW, THEREFORE, in

consideration of the promises and mutual covenants herein set forth, the

parties conclude the following Agreement:




 





























 




1.         Employement




 




DTL hereby employs the

Employee as Chief Operating Officer (COO) of

DTL and Vice President Biology of DPI. The rights and duties are

defined in a separate document, which shall be an integral part of this

Agreement but this document shall also be subject to modifications as mutually

considered necessary. The Employee is a member of the management team of DPI.




 




The Employee shall legally

be an employee of DTL, be globally responsible as COO for DTL matters and have

at the same time global responsibility for biology matters related to the drug

discovery activities of the whole DPI Group.




 




2.         Duration/Termination




 




After duly signed by the

parties the Agreement shall become effective upon assuming the active

employment by the Employee with DTL/DPI, but not later than June 30, 2001, and

shall be valid for a definite period of two (2) years. Six months before the

ending of the period of the two years, the parties inform each other if they

are prepared to continue the Agreement.




 




Upon mutual agreement of

both parties the Agreement shall be automatically extended for an indefinite

period until terminated by either party thereto giving, by registered letter,

six months notice at the end of each month.




 




3.         Working Hours/Compensation

for Overtime




 




The Employe shall work 100%

of the normal working hours which are for a full time position 40 hours a week.

The Employee shall devote as much time, attention and abilitiy as is reasonable

to fulfill his duties.




 




Besides the normal vaccation

mentioned in the Employment Policies (Arbeitsreglement) the Employee is

entitled to have five days extra for overtime work. Any compensation for

overtime is deemed to be compensated by granting these extra days for overtime

work and therefore, the Employee is not entitled to additional compensation for

overtime.




 




4.         Salary




 




The gross yearly salary will

correspond to a fixed amount of CHF 200‘000 (in

words: two hundred thousand Swiss Francs) plus an incentive bonus of 20% or CHF 50’000 (in words: fifty thousand

Swiss Francs) guaranteed for the first 12




 




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months. After these first 12

months this amount of CHF 50‘000 is considered dependent upon reaching the

performance objectives as mutually agreed for each business year, which is

identical with the calendar year.




 




The total salary for the

first period of 12 months shall be payable in 13 equal installments of gross CHF 19‘231. The Employee’s contribution to

the Swiss social security scheme as prescribed by Swiss law and according to

the ,,Arbeitsreglement” and his contribution to the collective health insurance

(Krankentaggeldversicherung) will be deducted from his salary.




 




The salary can be adjusted

by DTL (and/or DPI acting through DTL) as per 1st January every year

taking into consideration DTL’s financial situation, any general price

increase, the situation on the labor market and the individual performance and

function of the Employee. The salary can be adjusted for the first time as per

January 1, 2002.




 




At the end of or during the

year DTL (or DPI acting through DTL) may pay a discretionary bonus. However,

previous bonus payments do not set a precedent. The payment and the amount of

this bonus will always remain at the sole and absolute discretion of DTL/DPI.




 




5.         Other Benefits




 




In addition to the salary as

defined in Article 4 the Employee is entitled to the following benefits:




 




•             DTL will undertake to pay the Employee the

difference of the amount for the Kinderzulage ( children allowance) paid by the

previous employer and the amount paid by DTL to all its employees under its

obligations by cantonal law.




 




•             DTL undertakes to match retirement coverage

with the one granted by the previous employer of the Employee. To this purpose

DTL undertakes to cover the difference of costs between the overall

contributions paid by the Employee under the contract with his previous employer

and the overall costs for the contract with DTL.




 




•             Car allowance: CHF 800 monthly.




 




•             DTL will pay the premium for a death by

accident insurance in the amount of CHF 2 million (two million Swiss Francs).

In the case of death by accident of the Employee 50% of this sum shall be made

available to the family of the Employee and the other 50% will be available to

DTL.




 




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•             DPI management will recommend to the Board of

Directors that - upon this Agreement becoming effective - the employee be

granted options on 50’000 shares of DPI stock at the trading price of the day

starting the employement. DPI, acting through DTL, may at its only and full

discretion grant additional stock options at any time later.




 




6.         Non Disclosure of

Information




 




a)   The Employee agrees that he

will not (except in the performance of his duties as COO of DTL and Vice

President Biology of DPI) at any time or in any manner make or cause to be made

any copies, pictures, duplicates, facsimiles or other reproductions or

recording of any reports, studies, memoranda, correspondence, summaries

thereof, or other written, printed or otherwise recorded materials, , including

but not limited to any magnetically recorded computer programs of data, of any

kind whatsoever belonging to or in the possession of DTL, DPI or customers of

DTL and DPI. The Employeee shall have no right, title or interest in or to any

such material, and he agrees that (except in the performance of his duties as

COO of DTL and Vice President Biology of DPI) he will not, without DTL’s and

DPI’s (acting through DTL) prior written consent, remove any such material from

the premises of DTL, and that he will surrender all such materials to DTL

(those relating to DTL and DPI) immediately upon the termination of his

employement with DTL and DPI (acting through DTL) or at any time prior thereto

upon the request of DTL and DPI (acting through DTL); provided however, that

the foregoing does not apply to any such material not unique to DTL and DPI and

the customers of DTL and DPI or that is otherwise available to the public other

than as a result of his breach of this Agreement.




 




b)   The Employee convenants and

agrees, without any limitation as to time, other than for purposes of carrying

out DTL’s and DPI’s duties in furtherance of this Agreement with the customers,

that:




 




•             All information obtained by him during the

course of performing services for DTL and DPI pursuant to the agreements

between DTL (and DPI acting through DTL) and the customers of DTL and DPI shall

be kept strictly confidential and he will not anywhere use for himself, or

divulge any confidential or proprietary information with respect to DTL and DPI

or any customer, including, but limited to, their businesses, operations,

equipments and products, to any person, firm, corporation, association or any

other entity for any reason whatsoever,




 




•             He shall not furnish to or use for the

benefit of any person, firm, corporation, association or any other entity any

equipment or material or make use of any




 




4





























 




pursuant

information received or developed through any existing and future agreements

between DTL or DPI and its customers.




 




7.         Other Professional

Activities




 




The Employee is not allowed

to pursue any professional activities for his own personal benefit or on

account of a third party, unless he has received the prior formal consent of

DTL and DPI (acting through DTL).




 




DTL and DPI (acting through

DTL) are interested in the Employee’s activities in scientific associations,

including teaching at academic institutions, e.g. the University of Basel,

Switzerland, as far as these acitivities are in line with the duties of the

Employee as COO of DTL and Vice President Biology of DPI and as far as they are

contributing to maintain and further the Employee’s reputation as a leading

scientist and manager in the fields of modern biology and drug discovery.




 




8.         Covenant Against Competition




 




a)   Upon termination of this

Agreement the Employee will abstain from entering into competition with DTL and

DPI for a period of one (1) year. This non-compete clause is valid worldwide

except in those jurisdictions where it cannot be enforced. The Employee will

not perform work as an employee, an independent consultant or contractor for a

company engaged in the same fields as DTL and DPI nor shall he have share

interests in private companies working in those fields. A customer of DPI/DTL

is not considered a competitor.




 




b)   In case of violation of the

above provision, the Employee shall pay DTL a fixed penalty equaling the last

six (6) months wages (inclusive 13th monthly installment and bonus

payments) for each infringement. Notwithstanding payment of the penalty, DTL

and DPI (acting through DTL) reserve the right to claim compensation for losses

or damages, provided that such losses or damages exceed the amount of the

penalty. Further, DTL and DPI (acting through DTL) expressly reserve the right

to demand that the infringing activitiy be terminated immediately.




 




c)   The Covenant against

Competition lapses according to Article 340c paragraph 2 of the Swiss Code of

Obligations if DTL terminates the Agreement without a valid reason. However, in

the event DTL terminates the Agreement or the Employee terminates the Agreement

for a valid reason for which DTL or DPI are responsible, the Covenant against

Competition will continue throughout any time period that DTL is obliged to

continue paying the Employee.




 




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9.         Miscellaneous




 




The Employement Policies

(Arbeitsreglement) of DTL are made a part of this Agreement.




 




10.  Governing Law




 




This Employement Contract

will be governed and construed in accordance with Swiss Employment Law. Venue

shall be Arlesheim.




 




 




	

  Allschwill, 20 January

  2001


  	

   


  	

  Ettingen, 20.1.2001


  
	

  Place and Date


  	

   


  	

  Place and Date


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Discovery Technologies

  Ltd.


  (Employer)


  	

   


  	

  Employee


  
	

   


  	

   


  	

   


  
	

  /s/ Henri Zinsli


  	

   


  	

   


  	

  /s/ Urs Regenass


  	

   


  
	

  Dr. Henri Zinsli, CEO


  	

   


  	

  Dr. Urs Regenass


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ Riccardo Pigliucci


  	

   


  	

   


  	

   


  
	

  Riccardo Pigliucci, Board

  Member of DTL


  and Chairman, President and CEO of DPI


  	

   


  	

   


  





 




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