Exhibit
10.2

     


    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT, effective as of January 1, 2008 (the “Effective Date”), is
made by and between Quark Pharmaceuticals, Inc., a California Corporation (the
“Company”), and Daniel Zurr (“Executive”).

     

    RECITALS

     

    WHEREAS,
Executive is currently employed by the Company under terms and conditions that
expired on December 31, 2007;

     

    WHEREAS,
the Company seeks to continue to employ Executive; and

     

    WHEREAS,
the Company and Executive seek to enter into a new Employment Agreement which
shall govern Executive’s employment as of the Effective Date;

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
below and other good and valuable consideration, the receipt of which is hereby
acknowledged, Executive and the Company hereby agree as follows:

     

    1.           Position and
Duties.  The Company hereby agrees to employ Executive as Chief
Executive Officer or in such other capacity as the Company’s Board of Directors
(the “Board”) may from time to time request.  While Executive is
employed by the Company, Executive shall devote his full time and best efforts,
energies and talents to serving the Company in accordance with this
Agreement.  Executive shall not be engaged in any other employment nor
engage in any other business activities for any other person, firm or company
without the prior written consent of the Company.  Executive shall
report to the Board and shall perform the duties, undertake the responsibilities
and exercise the authority assigned to him by the Board.  Executive
agrees that he shall perform his duties faithfully and efficiently subject to
the direction of the Board.

     

    2.           Compensation and
Benefits.  Subject to the terms of this Agreement, the Company
shall compensate the Executive for his services as follows:

     

    (a)           Base
Salary.  Executive shall earn a base salary at an annual rate
of US $325,000, subject to applicable tax withholdings and payable on the
Company’s regular payroll schedule.

     

    (b)           Standard Company
Benefits.  Executive shall be eligible to participate in the
Company’s standard employee benefit plans as in effect ‘tom time to time,
subject to the terms and conditions of the plans.  These benefits
currently include group insurance plans (such as health, life, and disability)
and a retirement savings plan.


    
      
         


      

      
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    (c)           Equity
Awards.  The Company has granted Executive certain options to
purchase shares of common stock in the Company (the “Existing
Options”).  Executive shall also be eligible for additional equity
awards from time to time in the future as shall be determined by the Board in
its sole discretion, and subject to such vesting, exercisability, and other
provisions as the Board may determine in its sole discretion (the “Future Equity
Awards”).  Both the Existing Options and the Future Equity Awards
shall be governed in all respects by the terms of the applicable equity plan
document(s), grant notice(s) and award agreement(s).

     

    (d)           Expenses.  The
Company will reimburse Executive for reasonable business expenses incurred by
Executive in the furtherance of or in connection with the performance of
Executive’s duties hereunder in accordance with the Company’s established
policies (including reimbursement for telephone expenses and business
(ravel).  Executive shall furnish the Company with evidence of the
incurrence of such expenses in accordance with the Company’s policies on expense
reimbursement from time to time.

     

    3.           At-Will
Employment.  Executive’s employment with the Company is at
will, and may be terminated by either party at any time, with or without Cause
(as defined herein) or advance notice.

     

    4.           Severance
Benefits.

     

    (a)           Termination Without Cause
and/or Resignation For Good Reason.  If Executive’s employment
is terminated by the Company without Cause (as defined below), and not due to
Executive’s death or disability, or it’ Executive resigns from his employment
for Good Reason (as defined below), then (in either ease) the Company shall pay
Executive, in one lump sum, twelve (12) months of Executive’s then current base
salary (subject to standard payroll deductions and withholdings), with such
payment to be made within fifteen days after the effective date of the release
referenced in subsection (b) below; provided, however, that if Executive remains
a member of the Board following the termination of his employment, or serves as
a consultant to the Company following the termination of his employment, then
this severance payment shall be offset by any compensation paid to Executive by
the Company in connection with such role(s).  Executive shall not be
entitled to any other severance benefits from the Company other than those
expressly set forth in this paragraph.

     

    (b)           Release.  As
a condition to receipt of the severance benefits set forth in subsection
(a).  Executive shall be required to provide the Company with an
effective general release of any and all known and unknown claims against the
Company and its officers, directors, employees, shareholders, parents,
subsidiaries, successors, agents, and affiliates in a form acceptable to the
Company.  Executive must provide such release within thirty (30) days
after Executive’s receipt of such release (but in no event later than February
28 of the year following the year in which the termination occurs).

     

    (c)           Termination For Cause and/or
Resignation Without Good Reason.  If the Company terminates
Executive’s employment for Cause (as defined below) or Executive resigns from
his employment without Good Reason (as defined below), Executive shall not
receive any severance benefits from the Company, including (without limitation)
those set forth in subsection (a).


    
      
         


      

      
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    (d)          Cause.  For
purposes o f this Agreement, “Cause” shall mean (1) gross negligence or willful
failure by Executive to perform his duties, (2) willful misconduct by the
Executive that is materially injurious to the Company, monetarily or otherwise,
(3) the engaging by Executive in egregious misconduct involving moral turpitude
to the extent that his creditability and reputation no longer conforms to the
standard of senior executives of the Company, (4) the commission by Executive of
an act of dishonesty or breach of trust; or (5) a material breach of this
Agreement or any other agreement between Executive and the Company.

     

    (e)          Good
Reason.  For purposes of this Agreement, a resignation for
“Good Reason” shall mean that Executive has resigned from all positions he
then-holds with the Company if:

     

    (1)           one
of the following actions has been taken: (i) there is a material reduction in
Executive’s compensation, except to the extent the compensation of other
similarly situated officers of the Company is similarly reduced, or (ii) the
Company materially breaches its obligations under any agreement with
Executive;

     

    (2)           Executive
provides written notice to the Chairman of the Board within the 60-day period
immediately following such reduction or breach;

     

    (3)           such
reduction or breach is not remedied by the Company within thirty (30) days
following the Company’s receipt of such written notice; and

     

    (4)           Executive’s
resignation is effective not later than one hundred and twenty (120) days after
the expiration of such thirty (30) day cure period.

     

    5.           Proprietary Information
Agreement.  Executive shall continue to be bound by the terms
and conditions of the Proprietary Information Agreement between Executive and
the Company.

     

    6.           Representations and
Warranties.

     

    (a)          Executive
represents and warrants that: (i) the execution and delivery of this Agreement
and the fulfillment of the terms hereof will not constitute a default under or
breach of any agreement or other instrument to which he is a party or by which
he is bound, including without limitation, any confidentiality or
non-competition agreement, and do not require the consent of any person or
entity; (ii) he shall not utilize, during his employment with the Company any
proprietary information of any of his previous employers.

     

    (b)          Executive
shall inform the Company, immediately upon becoming aware of any matter in which
he or a member of his immediate family or affiliate has a personal interest or
which might create a conflict of interests with his duties to the
Company.

     

    7.           Successors.  This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns and upon any person acquiring, whether, by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business.


    
      
         


      

      
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    8.           Notices.  Notices
and all other communications provided for in this Agreement shall be in writing
and shall be delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, or sent by facsimile or prepaid
overnight courier to the parties at the addresses set forth below (or such other
addresses as shall be specified by the parties by like notice):

     

    To the
Company:

     

    Quark
Pharmaceuticals, Inc.

    6501
Dumbarton Circle

    Fremont,
California 94555

    Attn:
Chairman of the Board of Directors

     

    To
Executive:

     

    Daniel
Zurr, at the most recent address shown in the records of the
Company.

     

    9.           Severability.  The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable
provision were omitted (but only to the extent that such provision cannot be
appropriately reformed or modified).

     

    10.         Waiver of
Breach.  No waiver of any party hereto of a breach of any
provision of this Agreement by any other party will operate or be construed as a
waiver of any subsequent breach by such other party.  The failure of
any party hereto to take any action by reason of such breach will not deprive
such party of the right to take action at any time while such breach
continues.

     

    11.         Amendment.  This
Agreement may not he amended, modified or canceled other than by a written
instrument executed by both Parties, or by their duly authorized
representatives.

     

    12.         Survival of
Agreement.  Except as otherwise expressly provided in this
Agreement, the rights and obligations of the parties to this Agreement shall
survive the termination of the Executive’s employment with the
Company.

     

    13.         Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes all
prior agreements between Executive and the Company relating to the subject
matter hereof

     

    14.         Governing
Law.  This Agreement shall be governed by the laws of the State
of California.  Any proceeding related to or arising out of this
Agreement shall be commenced, prosecuted or continued in the State of
California.

     

    15.         Acknowledgement by
Executive.  Executive represents to the Company that he is
knowledgeable and sophisticated as to business matters, including the subject
matter of this Agreement, that he has read this Agreement and that he
understands its terms.  Executive acknowledges that, prior to
assenting to the terms of this Agreement, he has been given a reasonable time to
review it, to consult with counsel of his choice, and to negotiate at
arm’s-length with the Company as to the contents.  Executive and the
Company agree that the language used in this Agreement is the language chosen by
the parties to express their mutual intent, and that no rule of strict
construction is to be applied against any party hereto.


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties execute and deliver this Employment Agreement as of the day and year
written below.

     

    
      
        
          
            	 
      	
                    QUARK
      PHARMACEUTICALS, INC.

                  
	 	 
	 
      	
                    By:

                  	
                    /s/ Philip B.
  Simon

                  


          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Print
      Name: 

                            	
                              Philip B. Simon

                            
	 	 	 
	 
      	
                              Print
      Title:

                            	
                              Chairman of the Board of
      Directors

                            
	 
      	 
      	 
      
	 
      	
                              DANIEL
      ZURR

                            
	 	 
	 
      	
                                /s/ D.
  Zurr

                            


                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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