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Exhibit 10.21
    
  th
 BASE SALARY:
    
    You will receive a base salary of $13,125.00 paid
semi-monthly in accordance with the normal Anadys payroll
cycle, which if annualized, amounts to $315,000 per year.STOCK OPTIONS:
    
    Upon commencement of your employment with Anadys and subject
to the approval of the Board of Directors, you will be
eligible for an initial stock option grant allowing you to
purchase 200,000 shares of Anadys common stock at a price
established by the Board. These stock options vest over a
four-year period and are subject to the terms and conditions
outlined in the Anadys 2004 Equity Incentive Plan (the
Plan). You will be provided full details of the Plan once
you begin employment.SIGN-ON BONUS:
    
    As a further incentive for you to join Anadys, you will be
given a one-time sign-on bonus of $75,000, less applicable
employment taxes. This bonus will be paid to you within the
first payroll after your hire date. Should you leave the
Company within one year of your hire date, you will be
required to reimburse Anadys for this sign-on bonus within
thirty days after your termination date.ANNIVERSARY
BONUS:
    
    As a further incentive, you will be given an additional bonus
(less applicable employment taxes) which will be granted to
you on your anniversary date according to the following
schedule:   $50,000 on July 10th 2007   $50,000 on July 10th 2008   $50,000 on July 10th 2009   $50,000 on July 10th 2010   $50,000 on July 10th 2011




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You must be employed by Anadys on the anniversary date of the grant to be
granted this additional bonus. Should you leave the Company within one year
of said grant, you will be required to reimburse Anadys for this additional
bonus within thirty days after your termination date.BONUS:
    
    You will be eligible to receive an annual discretionary bonus of
between 0  30% of your then current annual base salary,
contingent upon your own and the Companys performance.BENEFITS:
    
    You will be eligible for group benefits for yourself and your
eligible dependents, effective the first day of the month
following your date of hire, subject to the terms and conditions
of the relevant insurance plan. Basic benefits include
comprehensive health insurance; dental insurance, and vision
care insurance. In addition, you will be eligible for term life
insurance and long-term disability insurance for yourself only.
You will be eligible to participate in the Anadys 401K plan as
well as the Anadys ESPP (Employee Stock Purchase Plan), all in
accordance with Company policy. You will also accrue a pro-rata
share of fifteen days of paid vacation per year, and be eligible
for paid holidays, all in accordance with Company policy.
Effective on the first day of the quarter following your hire date, you will
be eligible to participate in the Anadys 401(k) Retirement Savings Plan.CHANGE IN
CONTROL:
    
    Subject to approval by the Compensation Committee of the Board
of Directors, it is anticipated that you will be granted the
Change in Control benefits outlined in this section; however,
the applicability of this section is expressly contingent on
approval by the Compensation Committee. Contingent upon
Compensation Committee approval you will be provided with a
Change in Control Agreement (the Agreement) which will
provide that in the event that your employment with the Company
is terminated without Cause (as defined in the Agreement ) or
for Good Reason (as defined in the Agreement) within the sixty
(60) day period immediately preceding or the thirteen (13)
month period immediately following a Change in Control (as
defined in the Agreement) of the Company, then upon your
delivery to the Company of an effective Waiver and Release (in
the form attached to the Agreement), you shall be entitled to:(a) the equivalent of six (6) months of your annual base salary
in effect at the time of termination, less standard deductions
and withholdings, and (b) accelerated vesting of all unvested
shares subject to any outstanding stock options then held by
you, such that all shares shall be vested and fully exercisable
as of the date of your termination.EMPLOYMENT
AT WILL:
    
    Anadys is an at-will employer and as such your employment must
be entered into voluntarily and for no specified period. As a
result, you are free to resign




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or the company may terminate your employment at any time, for any reason,
with or without cause. No one other than the President and CEO has the
authority to alter this employment relationship, either verbally or in
writing.
     
 /s/ Mary
Glanville
 
  /s/ James L. Freddo
    
    June 23, 2006James L. Freddo, M.D.
    
    Date