Exhibit 10.52
 IDM PHARMA, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
  Agreement Effective Date IDM Pharma Inc. Company Jeffrey W. Sherman, M.D. Executive Prior Agreement Parties  Party.
 Recitals
 A. Code Section 409A
 B.
 C.
 Agreement
  1. Employment.
 1.1 Term. Term
 1.2 Title Board
 1.




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1.3 Duties.
 1.4 Policies and Practices.
 2. Loyal and Conscientious Performance; Noncompetition.
 2.1 Loyalty
 2.2 Covenant not to Compete Affiliate,
 2.3 Agreement not to Participate in Companys Competitors
 2.




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3. Compensation of the Executive.
 3.1 Base Salary. Base Salary
 3.2 Discretionary Bonus. Bonus Performance Milestones
 3.3 Stock Options. Plan Option
 3.4 Restricted Stock Award. Stock Award
 3.




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3.5 Signing Bonus.
 3.6 Changes to Compensation.
 3.7 Employment Taxes
 3.8 Benefits provided however,
 4. Termination.
 4.1 Termination By the Company
 4.1.1 Termination for Death or Disability Complete Disability
 4.1.2 Termination by the Company For Cause
 4.1.3 Termination by the Company Without Cause
 4.




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4.2 Termination By The Executive
 4.2.1 Good Reason
 4.2.2 Without Good Reason
 4.3 Termination by Mutual Agreement of the Parties
 4.4 Compensation Upon Termination
 4.4.1 Death or Complete Disability
 4.4.2 With Cause or Without Good Reason.
 4.4.3 Without Cause or For Good Reason.
 5.




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(i) Severance Period
 (ii) provided, however,
 (iii)
 4.4.4 Equity Award Acceleration.
 (i) Not in connection with a Change in Control.
 (ii) In connection with a Change in Control. Change in Control
 6.




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(iii) Release and waiver.
 4.4.5 Conditions.
 4.5 Definitions
 4.5.1 Complete Disability Complete Disability Complete Disability
 4.5.2 Good Reason. Good Reason
 (i)
 (ii)
 (iii)
 (iv)
 7.




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Provided however
 4.5.3 Cause Cause
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 4.5.4 Change in Control. Change in Control
 8.




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provided, however,
 4.6 Survival of Certain Sections.
 4.7 Release. Exhibit A Release Release Effective Date
 4.8 Parachute Payment. Payment parachute payment Code Excise Tax Reduced Amount parachute
payments
  9.




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4.9 Application of Internal Revenue Code Section 409A. Severance
Benefits Separation From Service
 Specified
Employee Initial Payment Date
 4.10
 10.




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4.11 Indemnification Agreement.
 5. Confidential And Proprietary Information.
  6. Assignment and Binding Effect.
  7. Notices.
   
 11.




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8. Choice of Law.
  9. Integration.
 ,
 10. Amendment.
  11. Waiver.
  12. Severability.
  12.




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13. Interpretation; Construction.
  14. Representations and Warranties.
  15. Counterparts.
  16. Arbitration.
 JAMS
 13.




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17. Trade Secrets Of Others.
  18. Advertising Waiver .
  In Witness Whereof
 IDM Pharma Inc.By:
    /s/ Robert J. DeVaereIts:  Senior Vice President, Finance andAdministration and Chief Financial Officer  Executive:/s/ Jeffrey W. Shermanjeffrey w. sherman, m.d.  14.




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EXHIBIT A
 RELEASE AND WAIVER OF CLAIMS
 TO BE SIGNED FOLLOWING TERMINATION WITHOUT CAUSE
OR FOR GOOD REASON
 IDM Pharma Inc. Company Release and Waiver
 ADEA
 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.
  1.




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Exhibit B
  Date: ____________
    By:Jeffrey W. Sherman, M.D. 2.