Exhibit 10.11  


October 29,
2007 


James
R. Marconi  


	Re:
	Offer of Employment by Anacor Pharmaceuticals, Inc.



Dear
Jim: 


        I
am very pleased to confirm to you our offer of employment with Anacor Pharmaceuticals, Inc. (the "Company") as Vice President/Controller, a full-time, exempt level
position initially reporting to the Chief Financial Officer, and working in our Bay Area location. Subject to fulfillment of all conditions imposed by this offer letter, we would like your start date
to be November 6, 2007, as mutually agreed to by you and the Company. In this key position you will primarily be responsible for the overall financial plants and accounting practices of the
Company, including accounting, financial reporting, treasury, planning, risk management and tax compliance. You will also serve as part of the management team and will also participate in selected
tasks as assigned by the Company. The terms of our offer and the benefits currently provided by the Company are as follows: 


        1.     Your
starting base salary will be $8,750 per semi-monthly pay period, which is equivalent to $210,000 annually, and will be paid per the Company's standard
payroll process and less all applicable taxes and withholdings. In addition, the Company will provide you with a one-time sign-on bonus in the amount of $5,000
("Sign-on Bonus"). The Sign-on Bonus will be paid to you in your first regular paycheck following your effective date of hire and will be subject to all applicable payroll
taxes and withholdings. If your employment with the Company terminates by reason of voluntary resignation or for Cause (as defined below), within one year of your effective start date, you agree to
repay the Company, the pro-rated portion of the total Sign-on Bonus corresponding to the remaining period in the one year. Such repayment will be due to the Company upon
termination of employment. For purposes of this agreement "Cause" is defined as failure or refusal to comply in any material respect with the reasonable policies, standards or regulations of the
Company; causing material loss or damage to the Company; a good faith determination by the Company's Chief Executive officer of substandard performance or failure to perform duties determined by the
Company; unethical or fraudulent conduct; material breach of a term of this offer agreement or of the Confidential Information and Invention Assignment Agreement, including, without limitation, theft
of the Company's proprietary information; or an unlawful or criminal act which would reflect badly on the Company in the Company's reasonable judgment. 



        2.     In
addition, you will be eligible for a performance bonus of up to twenty percent (20%) of your base salary ("Performance Bonus"), contingent on your achievement of
individual performance objectives, as mutually established by you and the Company ("Individual Component"), and Company's achievement of its corporate objectives ("Company Component"). The Individual
Component of the Performance Bonus will be assessed on, and if earned, paid on a quarterly basis and prorated for your length of service. The Company Component of the Performance Bonus will be
assessed on, and if earned, paid on an annual basis, and prorated for your length of service. The Company will determine in its sole discretion, the level of achievement of each Performance Bonus
component. The Performance Bonus, if earned, will be paid less all applicable taxes and withholdings. 



        3.     As
a full-time employee you will be eligible to participate in health insurance, and other employee benefit plans established by the Company, subject to any
eligibility requirements imposed by such plans. You will also be eligible for paid time off ("PTO") equal to four (4) weeks or twenty (20) working days accrued per year of service, which
will accrue on a prorated basis each pay period during which you are an active employee. 


        4.     As
a full-time employee of the Company, you agree that you will devote all of your business time and attention to the business of the Company, and that the
Company will be entitled to all to all of the benefits and profits arising from or incident to all such work services and advice. You further agree that during the course of your employment with the
Company, you will not render commercial or 










professional
services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company's Chief Executive Officer, and you will not
directly
or indirectly engage or participate in any business that is competitive in any manner with the business of the Company as determined by the Company. 



        5.     As
an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain
information or inventions, which will be the property of the Company. To protect the interests of the Company, you will be required to sign the Company's standard "Confidential Information and
Invention Assignment Agreement" as a condition of your employment. We wish to impress upon you that we do not want you to bring with you any confidential or proprietary material of any former employer
or to violate any other obligations you may have to any former employer. 



        6.     We
will recommend to the Board of Directors of the Company (the "Board") that you be granted the opportunity to purchase 140,000 options of Common Stock of the Company
("Options"), under its 2001 Equity Incentive Plan (the "Plan") at the fair market value of the Company's Common Stock, as determined by the Board upon their approval of such grant.
Twenty-five percent (25%) of the Options will vest on the one year anniversary date of your employment, and the remaining Options will vest monthly in equal portions over the following
three years for a total vesting term of four years. The Options will be governed by the terms and conditions of the Plan and corresponding option agreement. Further details on the Plan and any
specific option granted to you will be provided upon approval of such grant by the Company's Board. 



        7.     While
we look forward to a mutually satisfying relationship, should you decide to accept our offer, your employment is for no specific period of time and you will be an
at-will employee of the Company, which means the employment relationship can be terminated by either you or the Company for any or no reason, at any time, with or without notice. Any
statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. This at-will provision may
only be amended in a writing signed by both you and the Company's Chief Executive Officer. Further, your participation in any stock option or benefit programs is not to be regarded as assuring you of
continuing employment for any particular period of time. As always, the Company reserves the right to modify, delete, or otherwise amend its benefits, compensation and incentive programs from time to
time as it deems necessary in its sole discretion. 


        8.     For
purposes of federal immigration law, and as a requirement of employment with the Company, within three (3) business days of starting your new position you will
need to present documentation demonstrating your identity and eligibility to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and
non-U.S. citizens alike, you may contact Human Resources. 


        9.     This
offer is contingent upon the positive results of the background check. 


        10.   This
offer supersedes and replaces any prior representations or agreements, written, verbal or otherwise, between you and the Company regarding the terms described in
this letter. This offer, if not accepted, will expire on October 31, 2007. Please sign this letter below and return one original, along with executed originals of the referenced and enclosed
documents as applicable, to Anacor Pharmaceuticals, Inc., Attention: Human Resources. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of
this offer letter as well as the referenced and enclosed documents. A duplicate letter is enclosed for your files. Should you have anything else that you wish to discuss, please do not hesitate to
call us. 


        We
look forward to the opportunity to welcome you to the Company. 


Very
truly yours, 


/s/
CHRISTINE GRAY-SMITH 


Christine
Gray-Smith

Chief Financial Officer 









        I
have read and understood this offer letter and hereby acknowledge, accept and agree to the terms set forth above. No further commitments were made to me as a condition of employment. 

 






 



									
	/s/ JAMES R. MARCONI	 	Date Signed:	 	10/31/07	 	Effective Start Date:	 	11/6/07
	





  James R. Marconi	 	 	 	





  	 	 	 	





  




 

 Enclosures:



	(1)
	Confidential
Information and Invention Assignment Agreement  
	(2)
	Copy
of offer letter