exv10w1






Exhibit 10.1









October 16, 2008




Robert De Vaere

2815 Crystal Ridge Road

Encinitas, CA 92024




	 	 	 
	Re:

	 	Amendment to Employment Agreement






Dear Bob:



The purpose of this letter is to set forth amendments to the employment agreement between you and
IDM Pharma, Inc. dated May 2, 2007 (the “Agreement”) in connection with you providing services to
the Company at the reduced level of forty percent. The terms of such amendments are set forth
below and will take effect on October 16, 2008. Except as specifically amended by this letter, the
terms of the Agreement shall remain in full force and effect.



Section 2.1 of the Agreement, entitled “Loyalty,” is stricken in its entirety, and replaced with
the following provision:




     “Loyalty. During the Executive’s employment by the Company, the Executive shall devote forty
percent (40%) of his business energies, interest, and productive time to the proper and efficient
performance of the Executive’s duties under this Agreement, which shall equate to two (2) days per
week.”


Section 3.1 of the Agreement, entitled “Base Salary,” is amended to provide for the payment to you
of base salary at the reduced annualized rate of one-hundred twenty four thousand four hundred
dollars ($124,400) per year, in accordance with the reduction in the amount of time you will spend
providing services to the Company.



Section 3.2 of the Agreement, entitled “Discretionary Bonus,” is amended to provide that your
eligibility for a Discretionary Bonus shall be capped at a maximum of $49,760, in accordance with
the reduction in the amount of time you will spend providing services to the Company.





	 	 	 	 	 	 	 	 	 	 	 	 
	IDM Pharma, Inc.

	 	9 Parker, Suite 100	 	Irvine, CA 92618-1605 USA	 	TEL. +1.949.470.4751	 	FAX +1.949.470.6470	 	www.idm-pharma.com	 






 









 





Page 2 of 2



Sections 4.4.2 of the Agreement, and 4.4.3 of the Agreement (providing for a severance benefit in
the event your employment should be terminated without Cause or for Good Reason), are hereby
deleted in their entirety and replaced with the following provision:




          “Payment upon termination. Upon the termination of the Executive’s employment, whether by the
Company or by the Executive, the Company shall pay the Executive’s Base Salary and accrued and
unused vacation benefits earned through the date of termination at the rate in effect at the time
of termination, less standard deductions and withholdings, and the Company shall thereafter have no
further obligation to pay wages to the Executive under this Agreement, except as provided by law.”



Section 4.4.5 of the Agreement is hereby deleted in its entirety.



Section 4.8 of the Agreement, regarding Internal Revenue Code 409A is hereby deleted in its
entirety.



Please signify your agreement to the foregoing amendments by signing as indicated below and
returning your signature to me.




Sincerely,




/s/ Timothy P. Walbert




IDM Pharma, Inc.

Timothy P. Walbert

President & CEO



I have read and agree and consent to the foregoing amendments of my employment agreement.




	 	 	 	 	 	 	 	 	 
	Dated

	 	10/20/08
	 	 	 	/s/ Robert De Vaere
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Robert De Vaere