Exhibit 10.6
 AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
 Amended and Restated Employment Agreement Agreement Effective Date Ardea Biosciences,
Inc. Company Dr. Barry Quart Executive Parties Party
 Recitals
 A. Prior Agreement
 B.
 Agreement
  1. Employment.
 1.1 Title Board
 1.2 Duties.
 1.3 Directorship.
 1.4 Policies and Practices.
 1.5 Location
 1




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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
 3. Compensation of the Executive.
 3.1 Base Salary.
 3.2 Performance Bonus.
 3.3 Changes to Compensation.
 2.




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3.4 Employment Taxes
 4. Termination.
 4.1 Termination By the Company Cause
 4.2 Termination by Mutual Agreement of the Parties
 4.3 Termination by the Executive. Good Reason
 4.4 Compensation Upon Termination.
 4.4.1 With Cause or Without Good Reason.
 4.4.2 Without Cause or With Good Reason. Exhibit A COBRA
 4.4.3 Change in Control. Plan Change in Control Involuntary Termination
 3.




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Exhibit A
 4.4.4 Parachute Payment. Payment Excise Tax Reduced Amount
   4.




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4.4.5 Application of Section 409A Severance Benefits Code Section 409A Separation From Service
 Specified
Employee Initial Payment Date
  4.5 Definitions.
 4.5.1 Cause. Cause
     5.




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4.5.2 Good Reason. Good Reason Cure
Period
    5. Confidential And Proprietary Information; Nonsolicitation.
 5.1 Exhibit B
 5.2
 6.




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6. Assignment and Binding Effect.
  7. Choice of Law.
  8. Integration.
 Exhibits A B Exhibit B
 9. Amendment.
  10. Waiver.
  11. Severability.
 
 12. Interpretation; Construction.
  7.




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13. Representations and Warranties.
  14. Counterparts.
  15. Arbitration.
 JAMS
 16. Trade Secrets Of Others.
  17. Advertising Waiver.
  8.




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9.




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In Witness Whereof
 Ardea Biosciences, Inc./s/ John PoyhonenMemberBoard of DirectorsDated:
    
    November 7, 2008Executive:/s/ Barry QuartBarry QuartDated:
    
    November 7, 2008




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EXHIBIT A
 RELEASE
AND WAIVER OF CLAIMS
 TO BE
SIGNED AT TIME OF TERMINATION WITHOUT CAUSE OR
 RESIGNATION FOR GOOD REASON
 4.4 Dr. Barry Quart Ardea Biosciences, 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.
 Effective Date
 2.




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PIIA
  Date:
    
    
    
    
    
    By:Barry Quart
 3.




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EXHIBIT B
 PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
 Ardea Biosciences, Inc. Company
 1. Confidential Information Protections .
 1.1 Nondisclosure; Recognition of Companys Rights CEO
 1.2 Confidential Information. Confidential Information
 1.3 Third Party Information. Third Party Information
 1.4 No Improper Use of Information of Prior Employers and Others.
 2. Inventions.
 2.1 Inventions and Intellectual Property Rights. Invention Intellectual Property Rights
 2.2 Prior Inventions. Exhibit A Prior Inventions Exhibit A
 4.




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2.3 Assignment of Company Inventions. Company Inventions Exhibit A
 2.4 Obligation to Keep Company Informed.
 2.5 Government or Third Party
 2.6 Enforcement of Intellectual Property Rights and Assistance.
 2.7 Incorporation of Software Code.
 3. Records.
 4. Additional Activities .
 5. Return Of Company Property.
 6. Notification Of New Employer .
 5




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7. General Provisions.
 7.1 Governing Law and Venue.
 7.2 Severability.
 7.3 Survival.
 7.4 Employment
 7.5 Notices.
 7.6 Injunctive Relief
 7.7 Waiver.
 7.8 Export
 7.9 Entire Agreement.
 6




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BARRY QUART:
    
    
    
    ARDEA BIOSCIENCES, INC.:I have read, understand, and
Accept this agreement and have
been given the opportunity to
Review it with independent legal
counsel.
    
    
    
    Accepted and agreed:(Signature)
    
    
    
    (Signature)By:
    
    
    
    By:Title:
    
    
    
    Title:Date:
    
    
    
    Date:Address:
    
    
    
    Address:




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EXHIBIT A
 INVENTIONS
 1. Prior Inventions Disclosure.
 o
 o
 
 
 2. Limited Exclusion Notification.
 This is to notify
 a.
 b.