Employment Agreement dated as of November 15, 2002 - Michael G. Kelly, Ph. D.



 EXHIBIT 10.36 
  
 [GRAPHIC APPEARS HERE] 
  
 November 15, 2002 
  
 Michael G. Kelly, Ph.D., C.Chem., MRSC 
  
 Re: Employment Terms 
  
 Dear Mike: 
  
 I am extremely pleased to offer you the position of Senior Director, Chemistry. Everyone at Renovis is very enthusiastic about having you join us. I look forward to your
positive reply. Please review the following employment terms: 
  
 You will be
responsible for working as Senior Director, Chemistry and, at this time, will report to me. You will work at our facility located at 270 Littlefield, South San Francisco, CA. Of course, Renovis may change your position, reporting structure, duties,
and work location from time to time as it deems necessary. 
  
 Your compensation
will be $170,000 per year, less payroll deductions and all required withholdings. You will also be eligible for an annual bonus of up to 15% of base salary. As of your start date of no later than December 10th, 2002, you will be paid $7,083.33 before taxes and other deductions, semi-monthly on the fifteenth and last date of every month. In addition, you
will be granted an option to purchase 80,000 shares of the company’s common stock, as governed by the terms of the Company’s stock option plan, at a price to be determined by and subject to approval of the Company’s Board of
Directors. Your stock options will vest at a rate of 20,000 shares as of the first anniversary of your start date and 1666.67 shares per calendar month thereafter. 
  
 You will also be eligible for the following standard Company benefits: medical insurance, vacation, 401(k) plan, sick leave, and holidays.
(Please see attached summary). Details about these benefit plans are available for your review; however, please note that Renovis may modify compensation and benefits from time to time as it deems necessary. 
  
 To facilitate your joining Renovis, the company will reimburse you up to $50,000 in
relocation-related expenses. Typical relocation expenses include costs associated with the movement of household goods and automobile, temporary housing, and the down payment on the purchase of a home in the Bay Area. 
  
 As a Renovis employee, you will be expected to abide by Company rules and policies,
acknowledge in writing that you have read the Company’s Employee Handbook, and sign and comply with the attached Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of Renovis proprietary information.

  
 In your work for the Company, you will be expected not to use or disclose any
confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with
training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in 







 Michael G. Kelly, Ph.D., C.Chem., MRSC 
 November 15, 2002 
 Page 2 
  
 the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be
able to perform those duties within the guidelines just described. 
  
 You agree
that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. 
  
 Normal business hours are from 8:30 a.m. to 5:30 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work
additional hours as required by the nature of your work assignments. 
  
 You may
terminate your employment with Renovis at any time and for any reason whatsoever simply by notifying Renovis. Likewise, Renovis may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This
at-will employment relationship cannot be changed except in writing signed by a Company officer. 
  
 This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with Renovis. The employment terms in this letter supersede any
other agreements or promises made to you by anyone, whether oral or written. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. 
  
 Please sign and date this letter, and return it to me by November 20, 2002, if you wish to accept employment at Renovis under the terms
described above. 
  
 I want you to know how enthusiastic we are to have you on the
Renovis team. I personally, and the rest of the team, look forward to working with you to make the drugs that will be great personal achievements and bring the company great success. I look forward to hearing back from you soon, and working together
starting soon thereafter. 
  
 Sincerely,

  

	 /s/ Corey Goodman


	 Corey Goodman, Ph.D.

	 President & Chief Executive Officer

	
	 Accepted:

	
	 /s/ [ILLEGIBLE]


	
	 11/18/02


	 Date


 Attachments: Proprietary Information and Inventions Agreement; Benefits Summary