<PAGE>
                                                                   EXHIBIT 10.17



                                    AGREEMENT

        This agreement is made by and between Genelabs Technologies, Inc.
("Genelabs") and Irene A. Chow, Ph.D. ("Employee").

        I. Option Acceleration Benefits. Immediately upon the effective date of
a Change in Control (as defined below), all unvested shares of any and all stock
options granted by Genelabs to Employee shall vest in full.

        II. Severance Benefits. In the event that there is an Involuntary
Termination (as defined below) of Employee's employment with Genelabs or with
any successor thereto (collectively the "Company") within eighteen (18) months
immediately following the effective date of a Change in Control, Employee shall
be entitled to receive the following:

                A. Salary Continuation. For a total of twenty-four (24) full
        calendar months after such Involuntary Termination, continued payment of
        base salary at the rate in effect for Employee immediately prior to the
        time of the event resulting in Employee's Involuntary Termination, or if
        greater, immediately prior to the Involuntary Termination, paid at
        periodic intervals in accordance with the Company's payroll practices
        for salaried employees and subject to all applicable tax withholding
        requirements.

                B. Bonus Payment. Not later than forty-five (45) days after the
        Employee's Involuntary Termination, a lump sum payment of 150% of the
        Employee's target bonus potential pursuant to any annual bonus or
        incentive plan or program for the calendar year in which the Involuntary
        Termination takes place, including 150% of any other annual incentive
        bonus compensation for such calendar year (in each case, if applicable,
        calculated as if Employee met 100% of Employee's objectives, and the
        Company met 100% of the Company's objectives), and the amount of any
        vested but unpaid long-term incentive bonus including any amount that
        would have vested during that calendar year and/or would have been paid
        out in the following calendar year, subject to all applicable tax
        withholding requirements.

                C. Health Care Coverage. For a total of eighteen (18) full
        calendar months immediately following the Employee's Involuntary
        Termination, continued coverage under the Company's medical and dental
        benefit plans, without charge, for Employee and/or Employee's eligible
        dependents upon their respective election to receive such continued
        benefit plan coverages pursuant to the federal law known as COBRA. Any
        other coverages to which Employee and/or Employee's dependents may elect
        during or after the twelve (12) month period of Company-paid coverage,
        pursuant to COBRA, shall be at the sole cost and expense of Employee
        and/or Employee's eligible dependents.

        III.    Internal Revenue Code Section 280G Treatment.

                A. Notwithstanding any other provisions of this agreement, in
        the event that any payment or benefit received or to be received by
        Employee in connection with a Change in Control or the termination of
        Employee's employment (whether pursuant to


<PAGE>

        the terms of this agreement or any other plan, arrangement or agreement
        with the Company, any person whose actions result in a Change in Control
        or any person affiliated with the Company or such person) (all such
        payments and benefits, including the payments and benefits provided
        under this agreement (the "Severance Payments"), being hereinafter
        called "Total Payments") would be subject (in whole or part), to the
        excise tax (the "Excise Tax") imposed under section 4999 of the Internal
        Revenue Code of 1986, as amended (the "Code"), then, after taking into
        account any reduction in the Total Payments provided by reason of
        section 280G of the Code in such other plan, arrangement or agreement,
        the cash Severance Payments shall first be reduced, and the noncash
        Severance Payments shall thereafter be reduced, to the extent necessary
        so that no portion of the Total Payments is subject to the Excise Tax
        but only if (i) the net amount of such Total Payments, as so reduced
        (and after subtracting the net amount of federal, state and local income
        taxes on such reduced Total Payments) is greater than or equal to (ii)
        the net amount of such Total Payments without such reduction (but after
        subtracting the net amount of federal, state and local income taxes on
        such Total Payments and the amount of Excise Tax to which Employee would
        be subject in respect of such unreduced Total Payments); provided,
        however, that Employee may elect to have the noncash Severance Payments
        reduced (or eliminated) prior to any reduction of the cash Severance
        Payments.

               B. For purposes of determining whether and the extent to which
        the Total Payments will be subject to the Excise Tax, (i) no portion of
        the Total Payments the receipt or enjoyment of which Employee shall have
        waived at such time and in such manner as not to constitute a "payment"
        within the meaning of section 280G(b) of the Code shall be taken into
        account, (ii) no portion of the Total Payments shall be taken into
        account which, in the opinion of tax counsel ("Tax Counsel") reasonably
        acceptable to Employee and selected by the accounting firm (the
        "Auditor") which was, immediately prior to the Change in Control, the
        Company's independent auditor, does not constitute a "parachute payment"
        within the meaning of section 280G(b)(2) of the Code (including by
        reason of section 280G(b)(4)(A) of the Code) and, in calculating the
        Excise Tax, no portion of such Total Payments shall be taken into
        account which, in the opinion of Tax Counsel, constitutes reasonable
        compensation for services actually rendered, within the meaning of
        section 280G(b)(4)(B) of the Code, in excess of the "base amount" within
        the meaning of section 280G(b)(3) of the Code, allocable to such
        reasonable compensation, and (iii) the value of any non-cash benefit or
        any deferred payment or benefit included in the Total Payments shall be
        determined by the Auditor in accordance with the principles of sections
        280G(d)(3) and (4) of the Code.

               C. At the time that payments are made under this agreement, the
        Company shall provide Employee with a written statement setting forth
        the manner in which such payments were calculated and the basis for such
        calculations including, without limitation, any opinions or other advice
        the Company has received from Tax Counsel, the Auditor or other advisors
        or consultants (and any such opinions or advice which are in writing
        shall be attached to the statement). If Employee objects to the
        Company's calculations, the Company shall pay to Employee such portion
        of the Severance Payments (up to 100% thereof) as Employee determines is
        necessary to result in the proper application of subsection A of this
        Section III.

<PAGE>

       IV.     Definitions. For the purposes of this agreement, the following
definitions shall apply:

                A. "Involuntary Termination" shall exclude any termination of
        Employee's employment by reason of Employee's death or due to Employee's
        disability (within the meaning of section 22(e)(3) of the Code) or by
        the Company for Cause (as defined below), and shall mean and include:

                        1. any other termination of Employee's employment by
                Company;

                        2. Employee's resignation within ninety (90) days
                following:

                                a. a reduction in Employee's rate of base salary
                        by more than ten percent (10%), unless the reduction is
                        part of an overall reduction for all employees at the
                        same level as Employee;

                                b. a relocation by the Company of Employee's
                        place of employment by more than fifty (50) miles,
                        without Employee's written consent; or

                                c. a material reduction in the level of
                        Employee's duties and responsibilities or the level of
                        management to which Employee reports,

                        provided, however, that Employee shall have given
                        written notice to the Company through the highest level
                        employee of its human resources department (or the
                        equivalent), and the Company shall have had a period of
                        thirty (30) days within which to cure the action(s)
                        described in the notice given by the Employee.

                B. A termination for "Cause" shall mean termination of
        Employee's employment by the Company for any of the following reasons:

                        1. Employee's conviction of or plea of guilty or nolo
                contendre to a felony offense;

                        2. Employee's commission of an act of fraud against the
                Company, material misappropriation of Company property, or
                embezzlement of Company funds;

                        3. Employee's breach of one or more of Employee's
                obligation under any applicable confidential/proprietary/trade
                secret information and/or inventions agreement(s);

                        4. Employee's engaging in any employment or business
                activity that is in competition with the business or proposed
                business of the Company;

                        5. misconduct by the Employee which has a materially
                adverse effect upon the Company's operations, business or
                reputation; or

<PAGE>

                        6. if Employee is an officer of the Company, a material
                breach of any of Employee's fiduciary obligations.

                C. "Change in Control" means a change in the ownership or
        control of the Company, effected through any of the following events:

                        1. any "person," as such term is used in Sections 13(d)
                and 14 (d) of the Securities Exchange Act of 1934, as amended
                (the "Exchange Act"), (other than the Company; any trustee or
                other fiduciary holding securities under an employee benefit
                plan of the Company; or any company owned, directly or
                indirectly, by the shareholders of the Company in substantially
                the same proportions as their ownership of common stock of the
                Company) is or becomes the "beneficial owner" (as defined in
                Rule 13d-3 under the Exchange Act), directly or indirectly, of
                securities of the Company (not including in the securities
                beneficially owned by such person any securities acquired
                directly from the Company or its affiliates) representing
                twenty-five percent (25%) or more of the combined voting power
                of the Company's then outstanding securities;

                        2. during any period of two consecutive years,
                individuals who at the beginning of such period constitute the
                Board of Directors of the Company (the "Board"), and any new
                director (other than a director designated by a person who has
                entered into an agreement with the Company to effect a
                transaction described in clause (1), (3) or (4) of this
                definition) whose election by the Board or nomination for
                election by the Company's shareholders was approved by a vote of
                at least two thirds (2/3) of the directors then still in office
                who either were directors at the beginning of the period or
                whose election or nomination for election was previously so
                approved, cease for any reason to constitute at least a majority
                thereof;

                        3. the shareholders of the Company approve a merger or
                consolidation of the Company with any other corporation, other
                than (A) a merger or consolidation which would result in the
                voting securities of the Company outstanding immediately prior
                thereto continuing to represent (either by remaining outstanding
                or by being converted into voting securities of the surviving
                entity), in combination with the ownership of any trustee or
                other fiduciary holding securities under an employee benefit
                plan of the Company, at least sixty percent (60%) of the
                combined voting power of the voting securities of the Company or
                such surviving entity outstanding immediately after such merger
                or consolidation or (B) a merger or consolidation effected to
                implement a recapitalization of the Company (or similar
                transaction) in which no person acquires more than fifty percent
                (50%) of the combined voting power of the Company's then
                outstanding securities; or

                        4. the shareholders of the Company approve a plan of
                complete liquidation of the Company or an agreement for the sale
                or disposition by the Company of all or substantially all of the
                Company's assets.

<PAGE>

IN WITNESS WHEREOF, the parties below, duly authorized, hereby agree to the
terms and conditions of this agreement effective as of January 3, 2002.


GENELABS TECHNOLOGIES, INC.


By:
        -----------------------------------
Name:   J. Richard Crout, M.D.
Title:  Chairman, Human Resources Committee
        of the Board of Directors


EMPLOYEE



-------------------------------------------
Name:   Irene A. Chow, Ph.D.