**4Exhibit 10.1**

 

 

 

NOTE: CERTAIN PORTIONS OF THISDOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEENREQUESTED FOR CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT.  THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

[English Translation of Original Icelandic Language Document]

 

**EMPLOYMENTCONTRACT**

 

 

***Íslenskerfðagreining ehf***, State Reg. No. 691295-3549, Sturlugata 8Reykjavík, (“the Employer”) and Hákon Hákonarson, Id. No. 091260-2469, residentat Grjótasel 3, 109 Reykjavík, (“the Employee”) enter into the following newEmployment Contract which shall replace the earlier contract between theparties of 20 October 1998.

 

**1. Field of work**

 

The Employeeis employed by the Employer as “VP ClinicalSciences”.

 

The workplace is the Employer’s base of operations at Sturlugata inReykjavík or the Employer’s other bases of operation, as appropriate.

 

The Employeewill work under the supervision of the CEO.

 

The Employeeis the Head of the company Pharmacogenomics Research Department andresponsible, moreover, for the operation of Encode ehf.

 

Furthermore,the Employee is employed in scientific research and business development, anddiagnostic markers research also falls within his terms of reference.

 

**2. Term of employment**

 

The Employee began work for the Employer in October 1998.

The mutual notice period of termination of Employee and Employer isthree months.

 

**3. Duties**

 

The Employeeundertakes to execute faithfully and conscientiously all tasks entrusted tohim. While working for the Employer, the Employee may not accept permanentemployment outside ÍE except with the full knowledge and approval of hisimmediate superior and the Head of Human Resources. The approval of the Employershall be in writing if the employment in question constitutes competition withthe Employer’s operations, or if it could otherwise conflict with theEmployee’s work for the Employer.

 

Upon termination of his employment, the Employee shall hand over all documentsand identification papers in his custody and belonging to the Employer.

 

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**4. Working Hours**

 

The Employee is appointed for a full-time position which is a positionof responsibility and management. Working hours are determined by what isnecessary to perform the work in an efficient and effective manner,irrespective of whether this requires work outside regular working hours ornot.

 

The Employer and Employee may at any time during the term of employmentagree on other arrangements regarding working hours.

 

**5. Wage Terms**

 

The Employee’s fixed monthly salary shall be ISK [CONFIDENTIAL TREATMENTREQUESTED] per month. Payment for any work carried out outside regular workinghours and for work-related tasks of any kind is included in the above monthlysalary.

 

Wages are paid monthly on the last working day of each month.

 

The above wages constitute full remunerationfor the work performed by the Employee.

 

Rights of the Employee to vacation time and maternity/paternity leaveare subject to statutory law.

 

The Employee will pay 4% of his total wages as a contribution to apension fund of his choice and the Employer shall contribute 6% of the sameamount.

 

The Employer will provide the Employee with a mobile telephone for usein the company’s interest and pay the operating costs.

 

**6. Accidents, illness andinsurance**

 

Reference is made to Article 6 of the Employment Contract of theparties dated 20 October 1998, which remains unchanged, and also to theEmployees’ Manual, where ÍE employee insurance is described from time to timeas insurance terms change.

 

**7. Confidentiality**

 

The Employee holds a position ofresponsibility and confidentiality for the Employer. He shall maintain in fullconfidence any information which may come to his knowledge in the course of hisduties with regard to the Employer and the Employer’s customers and which coulddamage the interests of these parties. Owing to the nature of his work, theEmployee is under obligation to treat all information, documents and data towhich he has access in his work with the utmost confidentiality. Thisconfidentiality shall remain in effect following termination of employment.

 

**The substance of this Employment Contract isconfidential, as are any other contracts or agreements entered into by theEmployee and the Employer. Special emphasis is placed on the Employeemaintaining in confidence his wages and terms of employment.**

 

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While the Employee is in the employ of theEmployer and for one (1) year thereafter, the Employee shall not encourage anyother employees of the Employer to resign from their positions with theEmployer.

 

In the event of the Employee resigning from his position with theEmployer he undertakes not to accept any employment, directly or indirectly,with companies holding a competitive position vis-à-vis the Employer or withother competitors, or to initiate or become associated with such activities forat least two years following termination of his employment.

 

**8. ProprietaryInformation and Inventions**

 

The contract between the parties concerning proprietary information andinventions dated 20 October 1998 remains in full effect.

 

**9. FurtherProvisions**

 

All earlier employment contracts between the Employer and the Employeeare superseded by this Contract as of its effective date, except as expresslyindicated otherwise in this Contract.

 

Also, the Employee’s Stock Option Agreements shall remain in effect.

 

 
| Reykjavík, 23 July 2003. |
|------------------------------------|
|                               |   |   |
|                               |   |   |
| ***Employee***                     |   | For***Íslensk  erfðagreining ehf.*** |
|                               |   |   |
|                               |   |   |
| /s/  Hákon Hákonarson    |   | /s/ Tanya Zharov |
|                               |   |   |
| Hákon  Hákonarson        |   | Tanya Zharov |

 

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