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                                                                    EXHIBIT 10.9

                      [PAIN THERAPEUTICS, INC. LETTERHEAD]

Edmon R. Jennings
P.O. Box 2102
South San Francisco, CA 94083-2102


Dear Ed,

I believe PTI could benefit tremendously from your years of experience
commercializing life science products. In this spirit, I am pleased to offer you
the position of Chief Commercialization Officer. The terms of your employment,
outlined below, reflect our previous discussions:

1. As Chief Commercialization Officer and an officer of the Company, you will
report to the President & CEO.

2. Your primary responsibilities will include advising the Company on its
commercialization strategy, advising the Company on its business development
strategy, assessing outside product and late-stage technology opportunities and
other responsibilities as these may arise from time-to-time.

3. Your cash compensation will be $195,000 per year will be reviewed annually.
Your will be eligible to receive a discretionary year end cash and/or equity
bonus.

4. You will receive an option to buy 225,000 shares of PTI common stock within
30 days of your full-time start date. This option will be priced at the fair
market value of PTI's common stock at the date of grant, which is currently
$0.20 per share. Your option will vest monthly and equally over 48 months,
starting on the date of your full-time employment with PTI.

5. We agree that your full-time start date will be February 1, 2000.

6. You will be eligible to receive medical, life insurance, disability or other
health, insurance or other benefits provided to PTI's full-time employees as
these become defined and available to other employees. Until these benefits are
defined, you will be reimbursed in full and at cost for all COBRA associated
expenses.

7. You will be entitled to earn and to take up to three (3) weeks paid vacation
at times mutually agreeable to you and PTI. Vacation time is accrued at the rate
of 1.25 days per month. Unused vacation may not be reimbursed or carried forward
from year to year without prior written consent of the CEO.
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8. You acknowledge and agree that in accordance with California law, your
employment at PTI is "at will". You understand that PTI or you may terminate
your employment at any time, for any reason or no reason, with or without cause
and with and without notice. PTI also reserves the right to make personnel
decisions regarding your employment, including but not limited to, promotions,
salary adjustment, scope of responsibilities, transfer and termination
consistent with PTI's needs.

In the event PTI terminates your employment without cause after your one year
anniversary with the Company, PTI will continue to provide you with your regular
base salary and health benefits until the earlier of a) three months from the
date of termination, or b) your date of new employment or other compensated
position elsewhere. You will not receive severance or other termination benefits
or any other benefits (including vesting of unvested stock) in the event either
a) you terminate this employment arrangement for any reason or no reason, or b)
PTI terminates this employment arrangement for any reason or no reason in the
first 12 months of your full-time employment, or c) PTI terminates this
employment arrangement with cause.

You and PTI further agree that all disputes, claims or causes of action arising
out of your employment of its termination shall be submitted to binding
arbitration before a neutral arbitrator, except where the law specifically
forbids the use of arbitration as a final and binding remedy.

9. You warrant and represent that you have no commitments or obligations
inconsistent with PTI's offer of employment. You further understand and agree
that this is a full-time and exclusive position in the services of PTI.
Notwithstanding the foregoing, PTI is aware and agrees that you continue to
serve as director or trustee of Asilomar Software, Inc. and San Francisco
performances.

10. PTI will reimburse you for all reasonable business and travel expenses
incurred on behalf of PTI.

11. You agree to sign a "CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT
AGREEMENT" (attached).

12. This offer expires December 31, 1999 unless mutually signed and received by
PTI before then.

Ed, I believe these terms reflect our discussions. If acceptable to you, please
sign, date and return one original copy.

I truly look forward to working with you!


/s/ REMI BARBIER
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Remi Barbier
President & CEO

     I agree to the terms and conditions of employment set forth in this letter,

                                                           /s/ EDMON R. JENNINGS
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                                                          Date: 29 December 1999
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