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Exhibit 10.1
 
      Positions, Location and Scope of Employment
 Compensation
 Base Salary; Annual Reviews
 Signing and Retention Bonus




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Performance Bonus
 Options
 Employee Benefits
    2




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Vacation Days; Sick Days; Holidays.
 Expenses
 Termination.
 At-Will Employment
 Voluntary Termination; Termination for Cause
 3




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Termination upon Death or Disability
 Termination without Cause
 Conditions of Severance Post-Termination General Release of All
Claims Agreement
 4




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Attachment B provided, however must
 Change of Control
 Proprietary
Information & Inventions Assignment Agreement (PIIA).  Proprietary
Information & Inventions Assignment Agreement PIIA Attachment C
 Directors and Officers Liability Policy
 Relocation Expenses associated with this Agreement Attachment D
 Indemnification
 5




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Assignment
 Notices
  
 If to you:
  Severability
 Integration
 Governing Law
 6




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Effective Time
  Sincerely,SIRNA THERAPEUTICS, INC.By:
    
    /s/ Howard W. RobinName: Howard W. RobinTitle:   President & CEOAgreed and accepted:/s/ Gregory L. Weaver

Gregory L. WeaverDated: February 4, 2006
 7




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DEFINITIONS
 Cause
 Change of Control
 8




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GENERAL RELEASE
  Gregory Weaver Company
  Termination
Date
  
    
    all items of property provided or paid by the Company (or predecessor) for my use
during employment (including but not limited to keys, access badge, computer equipment,
pager, Treo/Blackberry and such other handheld device and equipment, cell phone, credit
and telephone calling cards) with the Company (or predecessor), and
    
    all documents (paper and electronic) created or received by me during my employment
with the Company (or predecessor), exceptmy personal copies of documents evidencing my
hire, compensation, benefits, stock and stock options, and documents I may have received
as a shareholder of the Company.
 Post-Termination General Release
of All Claims Agreement
 Releasees
 
    
    claims for unpaid wages, bonuses, or severance (except pursuant Paragraph 9(c) of my
Offer); claims of breach of contract and of the covenant of good faith and fair dealing,
wrongful termination, violation of public policy, fraud, intentional or negligent
misrepresentation, defamation, personal injury, infliction of emotional distress;
    
    claims under applicable equal employment opportunity and non discrimination laws such
as Title VII of the 1964 Civil Rights Act, the Equal Pay Act of 1963, the Age
Discrimination in Employment Act (ADEA), the Americans with Disabilities Act,
the Civil Rights Act of 1866, the Worker Adjustment Retraining Notification Act, the
Employee Retirement Income Security Act of 1974, the Family Medical Leave Act; and
    
    claims under any local, state and federal statutory, regulatory or common law relating
to employment,
 except
   9




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i.e i.e
     Proprietary Information and Inventions Assignment Agreement
  If I am under age 40 as of my Termination Date provided that
 If I am age 40 or older as of my Termination Date provided
that
  Attention  Copy to
   10




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except
 
    
    the Offer;
    
    those referenced in Paragraphs 2.d., 2.e. and 7., above; and
    
    any repayment obligation(s) I owe to the Company (if any), as of my Termination Date.
 I HAVE READ THIS GENERAL RELEASE; I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT
RIGHTS;
 I AM AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING BEFORE SIGNING THIS
GENERAL RELEASE, AND I HAVE BEEN ENCOURAGED TO UNDERTAKE SUCH CONSULTATION; AND
 I SIGN THIS GENERAL RELEASE FREELY AND VOLUNTARILY, WITHOUT COERCION OR DURESS.
  Employees Signature:
 /s/ Gregory L. WeaverGregory Weaver
 11




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PROPRIETARY INFORMATION & INVENTIONS ASSIGNMENT AGREEMENT
 Proprietary Information and Inventions Assignment Agreement Agreement




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1. Nondisclosure.
 1.1 Recognition of Companys Rights; Nondisclosure.
 1.2 Proprietary Information. Proprietary Information Proprietary Information Inventions Service Providers
 1.3 Nondisclosure. times
 1.4 Third Party Information. Third Party Information




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Greg Weaver
    
    February 4, 2006Confidential
 1.5 No Improper Use of Information of Prior Employers and Others.
 2. Assignment Of Inventions.
 2.1 Proprietary Rights. Proprietary Rights
 2.2 Prior Inventions.
 2.3 Assignment of Inventions.
 2.4 Nonassignable Inventions. Specific Inventions Law
 2.5 Obligation to Keep Company Informed
 2.6 Government or Third Party.
 2.7 Works for Hire.
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com




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Greg Weaver
    
    February 4, 2006Confidential
 2.8 Enforcement of Proprietary Rights.
 2.9
 3. R ecords .
 4. Duty of Loyalty & Best Efforts During Employment.
 5. No Solicitation of Service Providers or Customers.
 5.1
 5.2
 6. REASONABLENESS OF RESTRICTIONS
 6.1
 6.2
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com




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Greg Weaver
    
    February 4, 2006Confidential
 7. No Conflicting Agreement or Obligation.
 8. Return Of Company Property.
 9. LEGAL AND EQUITABLE REMEDIES .
 9.1
 9.2
 9.3
 10. Notices.
 11. Notification Of New Employer.
 12. General Provisions.
 12.1 Governing Law.
 12.2 Severability.
 12.3 Successors and Assigns.
 12.4 Survival.
 12.5 Employment At-Will.
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com




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Greg Weaver
    
    February 4, 2006Confidential
  12.6 Waiver.
 12.7 Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
 12.8 Entire Agreement.
 12.9 Modification
 12.10 Date
 I have read this agreement carefully and understand its terms. I accept and agree to the
terms and conditions of this Agreement:
  /s/ Gregory L. Weaver(Signature)Gregory L. Weaver(Printed Name)
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com




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Greg Weaver
    
    February 4, 2006Confidential
   Sirna Executive Relocation Policy Summary sheet
 Relocation Item
    
    Sirna PolicyHome Sale Support
    
    Employee fully responsible for sale of home.Home Sale Expenses
    
    Reasonable and customary costs associated with home sale including,
appraisal, real estate fees up to 6%, and inspections, but in no
event shall the real estate fees be paid for that portion of the
sale price exceeding the following amounts:
CEO: $3MM
Officers & SVPs: $2MM
VPs: $1MMLoss Protection
    
    NoneBridge Loan
    
    NoneHome Finding Trips
    
    2 Trips with reasonable expensesTemporary Housing in
the San Francisco Bay
Area
    
    Up to 2 months of reasonable expenses for Mr. Weaver and up to an
additional 4 months for Mr. Weavers family upon their respective
relocation. Reasonable expenses shall include reasonable
rent/lease payments (to pre-approved in writing by the CEO) and do
not include meals, laundry and other expenses that would have to be
incurred at primary residence.Temporary Living Trips
Home
    
    NoneHome Purchase
    
    Reimbursable new home purchase costs set forth in the policy,
including a origination fee of up to 3%, provided however this loan
origination fee is not be used to lower the interest rate below the
rate under the employees existing mortgageTransportation Costs
and storage
    
        Company approves individual choice of moving company.

    Reasonable storage costs for up to 2 months for Mr.
Weavers relocation and an additional period of up to 4 months in
connection with relocation of Mr. Weavers family.Final Move
    
    Reasonable ExpensesSpousal Support
    
    NoneMiscellaneous Allowance
    
    One half month of base salary at the time of Mr. Weavers relocationState of CA Incentive
Program
    
    To the extent that any expenses under the Relocation Policy can be
reimbursed through the State of CA Incentive Program, the employee
is required to utilize such reimbursement in lieu of reimbursement
by Sirna.Gross Up
    
    All expenses under the Relocation Policy that have no off-setting
tax deduction for the employee.Termination
    
    Should Mr. Weaver voluntarily separate from the Company or if the
employment is terminated for cause, within 1 year of the completion
date of the move/relocation then all costs incurred by Company in
connection with the move/relocation are to be fully and promptly
reimbursed by the employee.
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com




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Greg Weaver
    
    February 4, 2006Confidential
 Reimbursable New Home Purchase Costs
  
    
    Mortgage fees
    
    New loan origination fee, the equivalent of the origination on prior residence loan
up to three percent (3%) of the new mortgage balance
    
    Credit report
    
    Pest inspection (if required)
    
    Survey (if required)
    
    Title examination and title insurance (lenders coverage); owners coverage is
reimbursable only if mandated by state or local laws
    
    Abstract/title search
    
    Attorneys fees
    
    Escrow fees
    
    Notary fees
    
    Recording fees
    
    Settlement or closing fees
    
    Tax service fees
    
    Home inspection/engineering report ordered by purchaser
    
    Appraisal ordered by purchaser
    
    Mortgage and deed tax
    
    Transfer fee (purchasers portion)
    
    Home or component warranties of any type
 Non-reimbursable New Home Closing Costs
 not
 
    
    Real estate and personal property taxes
    
    Hazard, fire, flood and any other type of homeowners insurance
    
    Mortgage insurance
    
    Mortgage insurance application fees
    
    Pro-rated waste collection fee
    
    Improvement assessments by State/City/County taxing authorities
    
    Title insurance owners policy (where not mandated by state or local laws)
    
    Prepaid or pro-rated interest on mortgage
    
    Pro-rated rent
    
    Pro-rated water, electric, gas billings, etc.
    
    VA/FHA points or any other discount points or costs
normally charged to the seller
    
    Condominium or association fees
 185 Berry Street, Ste. 6504, San Francisco, CA 94107
    
    Phone: 415-512-7624
    
    Fax: 415-512-7022
    
    http://www.sirna.com