exv10w56






Exhibit 10.56




IDM PHARMA, INC.

2009 NDA AMENDMENT FILING BONUS PLAN



The Board of Directors of IDM Pharma, Inc., a Delaware corporation (the “Company”) adopted
resolutions at a meeting held on December 11, 2008, approving payment of a cash bonus to
certain non-executive employees and executive officers as summarized below (the “Plan”).



1. Purpose of the Plan. The Company considers it essential to the operation of the
Company that certain of its employees be encouraged to remain employed by the Company while the
Company attempts to effect a sale of the Company or substantially all of its assets. The Plan
is meant to supplement and work in conjunction with (and, except as provided herein, not to
replace) the Company’s other incentive programs, such as its option plans, severance
arrangements and other benefits plans, in order to achieve the foregoing purposes.



2. Terms of the Plan. 





	 	A)	 	Upon the earlier of (a) a Change of Control of the Company (as defined below) or
(b) the filing of an amended New Drug Application (“NDA”) for L-MTP-PE with the Food
and Drug Administration on or prior to March 31, 2009, a lump sum cash bonus payment
less standard deductions and withholding, will be payable to such specified employee,
including certain executive officers, as noted in the column in the table below labeled
“Change of Control/NDA Amendment Filing,” who are employees of the Company immediately
prior to the closing of such Change of Control or filing of the amended NDA. This cash
payment would be in addition to any payment to which the specified employee may be
entitled under his employment agreement or any other retention plan of the Company in
connection with a similar event.
	 
	 	B)	 	The term “Change of Control” under this Plan shall mean the first occurrence of any
of the following on or prior to March 31, 2009: (i) a merger or consolidation of the
Company after which the Company’s stockholders immediately prior to the merger or
consolidation do not have beneficial ownership of at least 50% of the outstanding
voting securities of the new or continuing entity or its parent entity; (ii) a
transaction to which the Company is a party and in which a majority of the outstanding
shares of the Company’s capital stock are sold, exchanged or otherwise disposed of,
after which the Company’s stockholders immediately prior to such transaction do not
have beneficial ownership of at least 50% of the outstanding voting securities of the
Company or of the entity for which shares of the Company’s capital stock were
exchanged; or (iii) a transaction or series of related transactions in which the
Company sells, licenses or otherwise transfers for value all or substantially all of
its assets, in order to effect a sale of the Company’s business as a going concern, to
a single purchaser or group of associated purchasers. As defined herein, the term
Change of Control shall not include any transaction effected exclusively for the
purpose of changing the domicile of the Company.




3. Employee Bonuses




1.









 








	 	 	 	 	 
	 	 	Change of Control/NDA	 
	Executive Officers	 	Amendment Filing	 
	Name	 	Dollars	 
	Timothy P. Walbert
	 	 	N/A	 
	President and Chief Executive Officer
	 	 	 	 
	Robert J. De Vaere
	 	 	N/A	 
	Senior Vice President, Finance &

Administration and Chief Financial Officer
	 	 	 	 
	Jeffrey W. Sherman
	 	$	125,000	 
	Senior Vice President, Research &

Development and Chief Medical Officer
	 	 	 	 
	Timothy C. Melkus
	 	$	50,000	 
	Senior Vice President, Business 
Development
and Operations
	 	 	 	 
	Other Non-Executive Employees
	 	$	30,000	 
	 
	 	 	 
	 
	 	$	205,000	 
	 
	 	 	 








2.