Agreement and Release by and  between the Registrant and Cathleen P. Davis



 Exhibit 10.37 
 AGREEMENT AND GENERAL RELEASE 
 For good and valuable consideration, rendered to resolve and settle
finally, fully and completely all matters that now or may exist between them, the parties below enter this Agreement and General Release. 
 1. Parties. The parties to this Agreement are Cathy Davis, her heirs, representatives, successors and assigns (hereinafter referred to collectively as “Ms. Davis”) and Threshold Pharmaceuticals, Inc. and/or any of
its successors, subsidiaries, affiliates, parents, and related companies (hereinafter referred to collectively as “Threshold”). 
 2. Termination of Employment. Ms. Davis acknowledges and agrees that her employment relationship with Threshold will end, effective November 2, 2007 (the “Termination Date”). Ms. Davis shall continue
to receive her current salary and benefits up to and including the Termination Date. 
 3. Severance Benefits. As consideration
for the promises and covenants of Ms. Davis set forth in this Agreement, Threshold shall provide Ms. Davis with the following benefits (the “Severance Benefits”): 
 a. Severance Payment. In light of the Change of Control Severance Agreement Ms. Davis executed on 4/2/07 (the “Severance
Agreement”), Threshold shall provide Ms. Davis with a severance payment in the amount of $ 250,000.08, which is equivalent to twelve (12) months of Ms. Davis’ regular pay, less applicable withholding taxes, in a lump sum
(the “Severance Payment”). Said Severance Payment shall be delivered to Ms. Davis within fourteen (14) calendar days following Threshold’s receipt of the signed and dated Agreement. 
 b. Continued Medical Insurance. In addition to the Separation Payment, Threshold will pay the applicable premiums for Ms. Davis and her
eligible dependents to provide coverage for the four month period following Ms. Davis termination month (December 1, 2007-March 31, 2008) if Ms. Davis makes a timely and accurate election and is and remains eligible to continue her
current group medical insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”). 
 4. Consultant Services. As consideration for the promises and covenants set forth in this Agreement, Ms. Davis agrees to assist Threshold as a consultant for the twelve month period following the Termination Date (the
“Consulting Period”) at an hourly rate of two hundred (200) dollars. During the Consulting Period, Ms. Davis agrees to provide assistance to Threshold as an independent contractor and not as an agent or an employee of Threshold.
To the extent allowable under the applicable stock option plan, the parties intend that Ms. Davis’ unvested stock options will continue to vest and the right of repurchase by the Company with respect to certain shares of the Company’s
common stock held by Ms. Davis will continue to lapse, in accordance with their respective terms during the Consulting Period. The consulting period can be terminated by either party at any time during the Consulting Period. 
  







 5. No Other Payments Due. Ms. Davis acknowledges and agrees that she has received all
salary, accrued vacation, bonuses, or other such sums due to her other than the Severance Benefits to be provided by Paragraph 3 of this Agreement. 
 6. Release of Claims by Ms. Davis. In exchange for the promises contained in this Agreement, Ms. Davis hereby waives, releases and forever discharges, and agrees that she will not in any manner institute,
prosecute or pursue, any and all complaints, claims, charges, or causes of action, whether in law or in equity, which she asserts or could assert, at common law or under any statute, rule, regulation, order or law, whether federal, state, or local,
or on any grounds whatsoever, including but not limited to, any claims under Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act, Government Code §12900 et
seq., the California Labor Code, the Americans with Disabilities Act, the California Family Leave Act, and the Employment Retirement Income Security Act of 1974, against Threshold and any of its or their current or former, owners, shareholders,
agents, employee benefit plans, representatives, servants, employees, attorneys, successors, predecessors, and assigns (collectively referred to as “Released Parties”) with respect to any event, matter, claim, damage or injury arising out
of Ms. Davis’ employment relationship with Threshold, and the termination of such employment relationship, under or relating to any other agreement, express or implied, and with respect to any other claim, matter, or event arising prior to
execution of this Agreement by Ms. Davis. This Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes
indemnification rights), nor does it release any rights to defense or indemnification Ms. Davis may have under any Threshold documents or policies, or pursuant to law. 
 7. Civil Code § 1542 Waiver. As a further consideration and inducement for this Agreement, Ms. Davis hereby waives any and
all rights under Section 1542 of the California Civil Code or any other similar state, local, or federal law, statute, rule, order or regulation she may have with respect to Threshold and any of the Released Parties. 
 Section 1542 provides: 
 A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 DEBTOR. 
 Ms. Davis expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages as well as
those that are now disclosed. 
  

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 8. Outstanding Claims. As further consideration and inducement for this Agreement,
Ms. Davis represents that she has not filed or otherwise pursued any charges, complaints or claims of any nature which are in any way pending against Threshold or any of the Released Parties, with any local, state or federal government agency
or court with respect to any matter covered by this Agreement and, to the extent permitted by law, she will do so in the future. If any government agency or court assumes jurisdiction of any charge, complaint, cause of action or claim covered by
this Agreement against Threshold or any of the Released Parties, on behalf of or related to Ms. Davis, Ms. Davis will withdraw from and/or dismiss the matter with prejudice, as to any claims she might have. Ms. Davis agrees that she
will not participate or cooperate in such matter(s) except as required by law. 
 9. Proprietary Information Obligations. Both
during and after Ms. Davis’ employment, Ms. Davis acknowledges and will abide by all of Ms. Davis continuing obligations under the Company’s Proprietary Information and Inventions Agreement. A copy of the Company’s
Proprietary Information and Inventions Agreement is attached hereto as Exhibit A. 
 10. ADEA Information. Provided
Ms. Davis is covered under the ADEA (i.e., age 40 or older), Ms. Davis also acknowledges that the Company has provided her with the Notice attached hereto as Exhibit B, as may be required by the Older Workers Benefit Protection
Act of 1990. 
 11. Confidentiality of Agreement. Ms. Davis agrees to maintain in confidence the terms of this Agreement
and to discuss them only with her attorneys, tax advisors, and family members who have a reasonable need to know of such terms. 
 12.
Non-Disparagement. Ms. Davis agrees to refrain from making any disparaging comments about Threshold or any of the Released Parties. For purposes of this Agreement, a disparaging comment is one that would likely cause material damage or
harm to the interests or reputation of Threshold or any of the Released Parties. 
 13. No Admission of Liability. By entering
into this Agreement, Threshold and all Released Parties do not admit any liability whatsoever to Ms. Davis or to any other person arising out of any claims heretofore or hereafter asserted by Ms. Davis, and Threshold, for itself and all
Released Parties, expressly denies any and all such liability. 
 14. Joint Participation in Preparation of Agreement. The
parties hereto participated jointly in the negotiation and preparation of this Agreement, and each party has had the opportunity to obtain the advice of legal counsel and to review, comment upon, and redraft this Agreement. Accordingly, it is agreed
that no rule of construction shall apply against any party or in favor of any party. This Agreement shall be construed as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against any one party
and in favor of the other. 
 15. Section Headings. Section headings in this Agreement are included for convenience of
reference only and shall not be considered a part of this Agreement for any other purpose. 
  

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 16. Scope of Agreement. Ms. Davis hereby affirms and acknowledges that she has read
the foregoing Agreement, that she has had sufficient time and opportunity to review or discuss it with the counsel of his choice, and that she fully understands and appreciates the meaning of each of its terms, and that it is a voluntary, full and
final compromise, release and settlement of all claims, known or unknown, with respect to the claims identified and referred to herein. The parties to this Agreement represent that this Agreement may be used as evidence in any subsequent proceeding
in which any of the parties alleges a breach of this Agreement or seeks to enforce its terms, provisions or obligations. 
 17.
Review and Revocation. Ms. Davis expressly states that she has been given a period of at least 45 days within which to consider this Agreement. Ms. Davis is advised to consult with an attorney prior to signing this Agreement. This
Agreement does not become effective until 7 days have passed after its execution by Ms. Davis. Ms. Davis understands that she may revoke this Agreement at any time during the 7 days following its execution by her. It is agreed that any
such revocation must be in writing and received by Threshold within said 7 day period in order to be effective. 
 18. Entire
Agreement. This Agreement constitutes the complete understanding between Ms. Davis and Threshold and supersedes any and all prior agreements, promises, representations, or inducements, no matter its or their form, concerning its subject
matter, with the exception of any confidentiality, proprietary information or trade secret agreement signed by Ms. Davis, which remains in full force and effect to the extent not inconsistent with this Agreement. No promises or agreements made
subsequent to the execution of this Agreement by these parties shall be binding unless reduced to writing and signed by authorized representatives of these parties. Should any of the provisions of this Agreement be rendered invalid by a court or
government agency of competent jurisdiction, the remainder of this Agreement shall, to the fullest extent permitted by applicable law, remain in full force and effect. 
  


							
				
	Date: 11/02/2007	 		 		 	/s/    Cathleen P. Davis        
		 		 		 	Cathleen P. Davis

  

							
		 		 	Threshold Pharmaceuticals
				
	Date: 11/02/2007	 		 	By:	 	/s/    Harold E. Selick        
		 		 		 	Harold E. Selick
		 		 		 	CEO

  

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