Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made as of the 15th day of November, 2002 between Maxim Pharmaceuticals, Inc. ("Company") and Larry G. Stambaugh ("Executive").

Preliminary Statement

WHEREAS, the Company wishes to retain the Executive as Chairman of the Board of Directors, President and Chief Executive Officer of the Company, and the Executive
wishes to continue in such positions, all on the terms and conditions set forth in this Agreement;

NOW,
THEREFORE, in consideration of the premises, and for other good and valuable consideration, the Company and the Executive agree as follows:

1.    Term of Agreement.This Agreement shall commence on October 1, 2002 and shall continue in effect until
terminated pursuant to Section 5 hereof.

2.    Position and Duties.Except as may otherwise be agreed upon between the Company and the Executive, the
Company agrees to employ the Executive, and the Executive agrees to serve the Company, as Chairman of the Board of Directors, President and Chief Executive Officer. The Executive shall render such
services to the Company as are customary for such positions and perform all other services incident thereto. At all times, the Executive shall report directly to the Board of Directors of the Company.
The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company, except for time spent for service on the boards of directors of other
corporations, vacations as defined by Company policy and civic and charitable activities, and shall represent the Company within its industry.

3.    Place of Performance.In connection with his employment by the Company, the Executive shall, except as the
Executive may otherwise agree, perform his principal activities at the offices of the Company located in San Diego, California, subject to travel reasonably required for the Company's business.

4.    Compensation and Related Matters.



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5.    Termination.The Executive's employment hereunder may be terminated under the following circumstances
(without impairing the Executive's rights under benefit plans and arrangements and the Company's policies and procedures):



Nothing
herein shall derogate from the Executive's rights under employee benefit plans, programs and arrangements or under applicable law.



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6.    Attorneys Fees.If litigation shall be instituted to enforce or interpret any provision hereof the prevailing
party will reimburse the other part for his reasonable attorneys' fees and disbursements incurred in such proceeding and will pay prejudgment interest at the legal rate then in effect on any money
judgment or award obtained in such proceeding.

7.    Notice.For the purposes of this Agreement, notices, demands and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

| |  | If to the Executive:                                                                                                    
| |  | ------------------------------------------------------------------------------------------------------------------------
| |  | Larry G. Stambaugh
Maxim Pharmaceuticals
8899 University Center Lane, Suite 400
San Diego, California 92122             
| |  | If to the Company:                                                                                                      
| |  | Maxim Pharmaceuticals, Inc.
8899 University Center Lane, Suite 400
San Diego, California 92122
Attn: Corporate Secretary

or
to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change in address shall be effective only upon receipt.

8.    Miscellaneous.No provisions of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any proper or subsequent time.
No agreements or representations, oral otherwise, expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly or referred to in
this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California relating to contracts to be performed entirely
therein.

9.    Validity.The invalidity or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10.    Headings.The headings of the paragraphs herein are for convenience only and shall have no significance in
the interpretation of this Agreement.

11.    Bind and Inure.This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their heirs, personal representatives and successors, including any successor of the Company by reason of any dissolution, merger, consolidation, sale of assets or other reorganization of the Company.

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12.    Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.

IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and its seal to be affixed hereunto by its officer thereunto duly authorized, and Executive has signed this Agreement, as of
the day and year first above written.

| |  | MAXIM PHARMACEUTICALS, INC.
| |  | ---------------------------
| |  | By:                        
| |  | Date:                      

| | /s/LARRY G. STAMBAUGHExecutive
| | ------------------------------

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