** **

**Exhibit 10.14**

**EMPLOYMENT AGREEMENT**

THIS AGREEMENT (the “Agreement”)is entered into effective as of this 2nd day of January, 2006 (the “Effective Date”),by and between Tapestry Pharmaceuticals, Inc., a Delaware corporation (the “Company”),and Donald Picker (“Executive”). Certain capitalized terms used in thisAgreement have the meaning set forth in Paragraph 16 of this Agreement.

**RECITALS**

WHEREAS, the Companydesires to secure the services of Executive as an employee of the Company, andto provide for certain compensation and benefit arrangements for Executive inthe event of Executive’s termination of employment under certain circumstances,and Executive is willing to enter into this Agreement and perform suchservices.

**TERMS AND CONDITIONS**

In consideration of therespective covenants and agreements of the parties contained in this Agreement,the parties agree as follows:

1.             **Employment Services.**The Company hereby agrees to engage Executive, and Executive hereby agrees toperform services for the Company, on the terms and conditions set forth in thisAgreement. The Company and Executive agree that Executive will serve as anexecutive officer of the Company in the position of President, and will haveresponsibility over the Company’s drug development work, including authorityover the Company’s activities in chemistry, biology, pre-clinical and clinicaldevelopment and such other executive duties, responsibilities and authority asExecutive and the Company may agree upon from time to time (the “Employment Services.”)

2.             **At-Will Employment.**  Itis understood and agreed by the Company and Executive that this Agreement doesnot contain any promise or representation concerning the duration of Executive’semployment with the Company. Executive specifically acknowledges that hisemployment with the Company is at-will and may be altered or terminated byeither Executive or the Company at any time, with or without cause and/or withor without notice.  The nature, terms orconditions of Executive’s employment with the Company cannot be changed by anyoral representation, custom, habit or practice, or any other writing.  In addition, that the rate of salary, anybonuses, paid time off, other compensation, or vesting schedules are stated inunits of years or months or weeks does not alter the at-will nature of theemployment, and does not mean and should not be interpreted to mean thatExecutive is guaranteed employment to the end of any period of time or for anyperiod of time. In the event of conflict between this disclaimer and any otherstatement, oral or written, present or future, concerning terms and conditionsof employment, the at-will relationship confirmed by this disclaimer shallcontrol.  This at-will status cannot bealtered except in a writing signed by Executive and approved and recorded bythe Board of Directors of the Company (the “Board of Directors”) at a dulyconstituted meeting of the Board of Directors.

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3.             **Performance.**

(a)           Executive shall report to the ChiefExecutive Officer (or person acting in a similar capacity if the Company has noChief Executive Officer), and Executive shall devote his best efforts and hisfull business time and attention to the business of the Company and itsSubsidiaries; provided, however, that upon prior agreement by the ChiefExecutive Officer, and subject to the terms of this Agreement, Executive mayengage in independent activities in areas unrelated to the Company’s businessor the Company’s actual or demonstrably anticipated business; and provided,further, that no such independent activities shall materially detract from theessentially full time commitment of Executive to the business and affairs ofthe Company.  Subject to Tapestry’s Codeof Ethics, it is agreed and understood that Executive may serve or continue toserve on the Board of Directors of two companies and in addition, Executivemay, for a period of four months, provide some assistance to his replacement athis prior employer.  Executive shallperform his duties and responsibilities to the best of his abilities in adiligent, trustworthy, businesslike and professional manner.  Executive will abide by all written Company’spolicies.

4.             **Compensation.**

**(a)**           The Company will pay Executivefor the Employment Services a base salary (the “Base Salary”) at the annualrate of three hundred thousand dollars ($300,000) or such larger amount as theCompensation Committee (or if the Board has no Compensation Committee at thetime, then the Board), in its absolute discretion, may award to Executive.  Payment of the Base Salary shall be subjectto the customary withholding tax and other employment taxes as required withrespect to compensation paid by a corporation to an employee, and such salaryto be paid at such periods as salary is paid to other executive officers of theCompany.

 **(b)**          Executiveis not entitled to a bonus, however, Executive may receive an annual bonus insuch amount, if any, as the Compensation Committee (or if the Board has noCompensation Committee at the time, then the Board), in its absolute discretion,may award to Executive, based upon Executive’s and the Company’s performanceduring each year of employment.

**(c)**          The Compensation Committee hasauthorized the grant to Executive of options to purchase 444,086 shares of theCompany’s common stock under and subject to the Company’s 2006 Equity IncentivePlan, such grant to be effective if and when Executive starts his employmentwith the Company (anticipated to be January 2, 2007).  The exercise price of such options shall bethe greater of $2.10 per share or the closing price of the Company’s commonstock on NASDAQ on the date the grant is effective.  In addition to these options, it is theCompany’s intention to grant to Executive options to purchase an additional444,086 shares of the Company’s common stock. Such grant will be contingent upon the approval of the Company’sstockholders of modifications to the Company’s 2006 Equity Incentive Plan (at aregularly scheduled annual meeting of shareholders) increasing the totalauthorized shares available for issuance under such plan by at least 750,000shares.

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**(d)          **It is currently theCompany’s intention to place such a proposal before the stockholders as part ofthe Company’s proxy related to its 2007 annual meeting.  However, the Company does not guarantee thatsuch a proposal will be included in such proxy, and furthermore, the Companycan provide no assurance that its stockholders will approve such aproposal.  The Company shall under nocircumstances have any liability to Executive for failure to include such aproposal in any proxy or failure to obtain stockholder approval of such aproposal.  If the Company submits such aproposal to the stockholders, and the proposal is approved, then on the date ofsuch shareholder approval, Executive shall receive an option to purchase444,086 shares of the Company’s common stock. The exercise price of such options shall be the greater of $2.10 pershare or the closing price of the Company’s common stock on NASDAQ on the datestockholder approval is received.

**(e)          **All stock optionsgranted pursuant to paragraphs 4(c) and (d) shall vest as follows:    1/6 when the 20 trading day average of theclosing sale prices of the common stock equals or exceeds 130% of the exerciseprice of the option; 1/6 when such average equals or exceeds 160% of theexercise price; 1/6 when such average equals or exceeds 190% of the exerciseprice;  1/6 when such average equals or exceeds 220% of the exerciseprice; 1/6 when such average equals or exceeds 250% of the exercise price; and 1/6 when such average equals or exceeds 300% of the exercise price.  Any unvested shares will vest on the 5thanniversary of the grant date.

5.             **Reimbursementfor Expenses.** The Company shall reimburse Executive for allreasonable out-of-pocket expenses incurred by him in the course of performinghis duties under this Agreement, subject to the Company’s reasonablerequirements with respect to reporting and documentation of such expenses.

6.             **Benefits.**Executive shall be entitled to those fringe benefits offered by the Company toall employees and to participate in the Company’s employee benefitprograms  available to other employees ofthe Company.  During the Executive’semployment, Executive shall be entitled to accrue four weeks of paid vacationin accordance with the Company’s policies.

**7.             Termination.**  Executive has the right to terminateExecutive’s employment with the Company at any time for any reason or no reasonwhatsoever, with or with out cause or advance notice.  Company has the right to terminate Executive’semployment with cause at any time without advance notice.  Any termination by either party shall bepursuant to the following:

**(a)           Termination by Death or Disability.**  Subject to applicable state or federal law,in the event that Executive shall die during his employment hereunder or becomepermanently disabled, as evidenced by notice to the Company and Executive’sinability to carry out his job responsibilities for a continuous period of morethan six months, Executive’s employment and the Company’s obligation to makepayments hereunder shall terminate on the date of his death, or the date uponwhich, in the sole determination of the Board of Directors, Executive hasbecome permanently disabled, except the Company shall pay Executive any salaryearned but unpaid prior to termination, any benefits accrued prior totermination, all accrued but 

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unused personal time, and any business expenses that were incurred butnot reimbursed as of the date of termination. Vesting of any stock optionsgranted to Executive shall cease on the date of such termination.

**(b)           Voluntary Resignation by Executive.**  In the event that Executive voluntarilyterminates his employment with the Company, the Company’s obligation to makepayments hereunder shall cease upon such termination, except the Company shallpay Executive any salary earned but unpaid prior to termination, any benefitsaccrued prior to termination, all accrued but unused personal time, and anybusiness expenses that were incurred but not reimbursed as of the date oftermination.  Vesting of any stockoptions granted to Executive shall cease on the date of such termination.

**(c)           Termination for Cause.**  In the event that Executive is terminated bythe Company for Cause (as defined below), the Company’s obligation to makepayments hereunder shall cease upon the date of receipt by Executive of writtennotice of such termination (the “**TerminationDate**”), except the Company shall pay Executive any salary earned butunpaid prior to the Termination Date, any benefits accrued prior totermination, all accrued but unused personal time and any business expensesthat were incurred but not reimbursed as of the date of termination.  Vesting of any stock options granted toExecutive shall cease on the Termination Date.

**(d)           Termination by the Company Without Cause or Resignation byExecutive for Good Reason.** In the event Executive is terminated without Cause or Resigns for GoodReason (as defined herein) and upon the execution (and the lapsing of any rightof rescission) of a release by Executive in the form attached hereto as ExhibitA (“Release”) and written acknowledgment of Executive’s continuing obligationsunder this Agreement, then the Company shall make the following payments toExecutive, subject in each case to any applicable payroll or other taxesrequired to be withheld: (i) $300,000 (paid 195 days after such termination orsuch longer period as may be required by law); and (ii) a lump sum amount in cash equal to any accrued but unpaidsalary through the date of termination and unpaid salary with respect to anyvacation days accrued but not taken as of termination.

**(e)           Definition of “Cause”**Forpurposes of this Agreement, “Cause” shall mean (i) the conviction (or plea ofnolo contendere) of a felony or a crime involving moral turpitude or thecommission of any other act which has an adverse effect on the Company or whichinvolves dishonesty, disloyalty or fraud with respect to the Company or any ofits Subsidiaries, or (ii) conduct bringing the Company or any of its Subsidiariesinto public disgrace or disrepute, including, without limitation, such conductresulting from acts of alcohol or drug abuse, or (iii) failure by Executive toperform his duties as reasonably directed by the Chief Executive Officer, or(iv) gross negligence or misconduct not in good faith with respect to theCompany or any of its Subsidiaries that materially and adversely affects theCompany, or (v) any other material breach of this Agreement.

**(f)            Definition of “Good Reason.” **Forpurposes of this Agreement, “Good Reason” shall mean termination by Executive(i) within 90 days after Executive has been assigned, without Executive’sconsent, to any duties substantially inconsistent with Executive’s 

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position, duties, responsibilities or status with the Company ascontemplated in Paragraph 1 of this Agreement; or (ii) upon a material breachof this Agreement by the Company which is not cured within 30 days after theCompany’s receipt of written notice thereof. Executive shall provide writtennotice to the Company of any and all grounds that Executive alleges constitute “GoodReason” and the Company shall have 30 days after receipt of such written noticeto cure any such alleged grounds for “Good Reason.”

**(g)**           Within seven months followingany termination of the Employment Period, and as of that date, the Company willnotify Executive of the itemized and aggregate cash value of the payments andbenefits, as determined under Section 280G of the Internal Revenue Code (the “Code”),received or to be received by Executive in connection with the termination ofExecutive’s employment (whether payable pursuant to the terms of this Agreementor otherwise). At the same time, the Company shall advise Executive of theportion of such payments or benefits which constitute parachute payments withinthe meaning of the Code and which may subject Executive to the payment ofexcise taxes pursuant to Section 4999 and the expected amount of such taxes(such payments or benefits being hereinafter referred to as “Parachute Payments”).

**(h)**            If all or any portion of thepayments or benefits provided under this Agreement either alone or togetherwith other payments or benefits which Executive has received or is thenentitled to receive from the Company and any of its Subsidiaries wouldconstitute Parachute Payments, such payments or benefits provided to Executivepursuant to this Agreement shall be reduced to the extent necessary so that noportion thereof shall be subject to the excise tax imposed by Section 4999 ofthe Code; but only if, by reason of such reduction, Executive’s net after taxbenefit shall exceed the net after tax benefit if such reduction were not made.“Net after tax benefit” shall mean the sum of (i) the total amount payable toExecutive pursuant to this Agreement, plus (ii) all other payments and benefitswhich Executive has received or is then entitled to receive from the Companyand any of its subsidiaries that would constitute a Parachute Payment, less(iii) the amount of federal income taxes payable with respect to the paymentand benefits described in (i) and (ii) above calculated at the maximum marginalincome tax rate for each year in which such payments and benefits shall be paidto Executive (based upon the rate in effect for such year as set forth in theCode at the Termination Date), less (iv) the amount of excise taxes imposedwith respect to the payments and benefits described in (j) and (ii) above bySection 4999 of the Code.

For purposes of thisAgreement, Executive’s base amount, the present value of the ParachutePayments, the amount of the excise tax and all other appropriate matters shallbe determined by the Company’s independent auditors in accordance with theprinciples of Section 280G of the Code and based upon the advice of tax counselselected by the Company, which tax counsel shall be reasonably satisfactory toExecutive, provided, however, that the applicable federal rate used for thepurposes of calculating the present value of the Parachute Payments shall bethe federal rate in effect on the date of this Agreement.

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8.             **Insurance.**The Company may, at its election and for its benefit, insure Executive againstaccidental death, and Executive shall submit to such physical examination andsupply such information as may be required in connection therewith.

9.             **Non-disclosureof Confidential Information.**

**(a)**           Unless Executive first secureswritten consent from the Company pursuant to procedures implemented by Company,Executive shall use Executive’s best efforts to safeguard the confidential Informationand protect it against disclosure, misuse, espionage, loss and theft,including, without limitation, causing recipients of Confidential Informationto enter into non-disclosure agreements with the Company. Subject to theprovisions of Paragraphs 10 and 13, nothing herein shall be construed toprevent Executive from using Executive’s general knowledge and skill aftertermination of this agreement, whether Executive acquired such knowledge orskill before or during the his employment.

**(b)**           In the event the Company hasentered into confidentiality agreements with third parties (not includingCompany employees) which contain provisions different from those set forth inthis Agreement, Executive agrees, in addition to the provisions of Paragraph9(a), to comply with any such different provisions of which Executive isnotified by the Company.

10.           **CompanyOwnership of Intellectual Property.** Executive hereby assigns tothe Company all right, title and interest in and to all Intellectual Property(as defined in Paragraph 16) contributed to or conceived or made by Executiveduring the Executive’s employment with the Company (whether alone or jointlywith others) to the extent such Intellectual Property is not owned by theCompany as a matter of law. Executive shall promptly and fully communicate tothe Company all Intellectual Property conceived, contributed to or made byExecutive and shall cooperate with the Company to protect the Company’sinterests in such Intellectual Property including, without limitation,providing assistance in securing patent protection and copyright registrationsand signing all documents reasonably requested by the Company, even if suchrequest occurs after Executive’s employment with the Company has terminated.The Company shall pay Executive’s reasonable expenses of cooperating with theCompany in protecting the Company’s interests in such Intellectual Propertyunless the subject matter of the requested cooperation is related to actionstaken or failed to be taken by Executive wrongfully or otherwise not in goodfaith.

11.           **Returnof Materials.** Upon termination of Executive’s employment,regardless of reason, or at any time reasonable requested by the Company,Executive shall promptly deliver to the Company all Company property, includingall copies of Confidential Information in Executive’s possession and control,including written records, manuals, lab notebooks, customer and supplier listsand all other materials containing any Confidential Information or which weregenerated during Executive’s employment with the Company. If the Companyrequests, Executive shall provide written confirmation that Executive hasreturned all such materials. Subject to the provisions of this Agreement,including, without limitation, Paragraph 12, notwithstanding anything in thisAgreement to the contrary, upon termination of employment, 

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the Company, at Executive’s request, shall promptly return to Executiveany equipment or other materials owned by Executive then being used by or thenin the possession of the Company.

12.           **Non-Competition.**Executive acknowledges and agrees that Executive is considered to be part ofthe professional, managerial and executive staff of the Company whose dutiesinclude the formulation and execution of management policy, and that in thecourse of Executive’s duties, Executive is permitted access to IntellectualProperty, which includes, among other things, trade secrets of the Company thatthe Company seeks to protect from dissemination and disclosure. Executiveacknowledges and agrees that during Executive’s employment and for a period of one year thereafter (the “Non-competePeriod”), Executive will not, without the prior written consent of the Company,directly or indirectly, provide products or services substantially similar tothe Employment Services to any business or entity that provides or offers ordemonstrably plans to provide or offer, products or services that (i) are thesame as or substantially similar to the classes of products under developmentor marketed by the Company at any time during his employment with the Company,(ii) relate to the Company’s Intellectual Property (whether the Companyacquired such Intellectual Property pursuant to this Agreement or otherwise),or (iii) relate to any subject matter of the Company’s actual or demonstrablyanticipated material research and development during Executive’s employmentwith the Company, including without limitation, paclitaxel, taxanes and anyother compounds, within any geographical area in which the Company or any ofits subsidiaries provide or plan to provide such products or services.

13.           **Non-Solicitation.**Executive acknowledges and agrees that during the Non-compete Period, Executivewill not (a) solicit, induce or attempt to induce, directly or indirectly, anyemployee of the Company to leave the employment of the Company to work forExecutive or for any other person, firm or corporation or (b) hire any employeeof the Company.

14.           **Acknowledgmentof Reasonableness.** Executive acknowledges and agrees that thelimitations set forth in Paragraphs 13 and 13 are reasonable with respect toscope, duration and geographic area and are properly required for theprotection of the legitimate business interest of the Company.

15.           **FurtherAssistance.** Executive will not make any disclosure or othercommunication to any person, issue any public statements or otherwise cause tobe disclosed any information which is designed, intended or might reasonably beanticipated to discourage any persons from doing business with the Company orotherwise have a negative impact or adverse effect on the Company, except tothe extent such disclosure is required by law. Executive will provideassistance reasonably requested by the Company in connection with actions takenby Executive during the his employment with the Company, including but notlimited to assistance in connection with any lawsuits or other claims againstthe Company arising from events during the Executive’s employment with theCompany, provided that the Company shall reimburse all reasonable expenses(including without limitation, reasonable loss of compensation from othersources resulting from such assistance during normal business hours).

16.           **CertainDefinitions.**

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“Affiliate” and “Associate”have the respective meanings ascribed to such terms in Rule 12b-2 of theGeneral Rules and Regulations under the Securities Exchange Act of 1934, as ineffect on the date of this Agreement (the “Exchange Act Rules”), and “BeneficialOwnership” has the meaning ascribed to such term in Rule 13d-3 of the ExchangeAct Rules.

“ConfidentialInformation” means all information (whether or not specifically labeled oridentified as confidential), in any form or medium, that is disclosed to, ordeveloped or learned by Executive during the Employment Period or that relatesto the business, products, services, customers, research or development of theCompany, its Subsidiaries, its Affiliates, or third parties with whom theCompany, its Subsidiaries or its Affiliates does business or from whom theCompany or its Affiliates receives information. Confidential Information shallnot include any information that (i) has become publicly known through nowrongful act or breach of any obligation of confidentiality, as evidenced bywritten records or documents; or (ii) was rightfully received by Executive on anon-confidential basis from a third party (provided that such third party isnot bound by a confidentiality agreement with the Company or another party), asevidenced by written records or documents.

“Intellectual Property”means any idea, invention, design, development, device, method, data, orprocess (whether or not patentable or reduced to practice or includingConfidential Information) and all related patents and patent applications, anycopyrightable work or mask work (whether or not including ConfidentialInformation) and all related registrations and applications for registration,and all other proprietary rights.

“Subsidiaries”means any corporation of which the securities having a majority of the votingpower in electing directors are, at the time of determination, owned by theCompany, directly or through one of more Subsidiaries.

**17.          Executive Representations.**Executive hereby represents and warrants to the Company that (a) the execution,delivery and performance of this Agreement by Executive does not and will notconflict with, breach, violate or cause a default under any contract,agreement, instrument, order, judgment or decree to which Executive is a partyor by which he is bound, and (b) upon the execution and delivery of thisAgreement by the Company, this Agreement shall be the valid and bindingobligation of Executive, enforceable in accordance with its terms.

**18.          Company Representations.**The Company hereby represents and warrants to Executive that (a) the execution,delivery and performance of this Agreement by the Company does not and will notconflict with, breach, violate or cause a default under any contract,agreement, instrument, order, judgment or decree to which Company is a party orby which it is bound, and (b) upon the execution and delivery of this Agreementby Executive, this Agreement shall be the valid and binding obligation of theCompany, enforceable in accordance with its terms.

**19.          Severability and Modification**.If any provision of this Agreement shall be held or declared to be illegal,invalid or unenforceable, such illegal, invalid or unenforceable provisionshall not affect any other provision of this Agreement, and the remainder ofthis

 

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Agreement shall continuein full force and effect as though such provision had not been contained inthis Agreement. If the scope of any provision in this Agreement is found to bebroad to permit enforcement of such provision to its full extent, Executiveconsents to judicial modification of such provision and enforcement to themaximum extent permitted by law.

**20.          Notices.**Except as otherwise expressly set forth in this Agreement, all notices,requests and other communications to be given or delivered under or by reasonof the provisions of this Agreement shall be in writing and shall be given(and, except as otherwise provided in this Agreement, shall be deemed to havebeen duly given if so given) when delivered if given in person or by telegram,three days after being mailed by first class registered or certified mail,return receipt requested, postage prepaid, or one day after being sent prepaidvia reputable overnight courier to the parties at the following addresses (orsuch other address as shall be furnished in writing by like notice; provided,however, that notice of change of address shall be effective only uponreceipt):

Notices to Executive

103 EisenhowerParkway

Roseland, NewJersey 07068

Notices to Company

TapestryPharmaceuticals, Inc.

4840 Pearl EastCircle, Suite 300W

Boulder, Colorado80301

Attn VP, General Counsel

21.           **EntireAgreement.** This Agreement, contains the entire agreement betweenparties with respect to the subject matter hereof and supersedes any previousunderstandings or agreements, whether written or oral, regarding such subjectmatter.

22.           **GoverningLaw.** All questions concerning the construction, validity andinterpretations of this Agreement will be governed by the internal law, and notthe law of conflicts, of the State of Colorado. Any dispute relating to this Agreement will be adjudicated solely in theFederal or State Courts located in Colorado.

23.           **Survival.**Paragraphs 6, 9, 10, 11, 12, 13, 14, 15, 16, 22, and any other provision ofthis Agreement which by its terms could survive termination of Executive’semployment shall survive and continue in full force in accordance with theirterms notwithstanding any termination of employment of the Executive forwhatever reason.

24.           **Counterparts.**This Agreement may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and thesame agreement.  This Agreement may beexecuted by facsimile or e-mail/pdf format.

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25.           **Successorsand Assigns.** This Agreement is intended to bind and inure to thebenefit of and be enforceable by Executive, the Company and their respectivesuccessors and assigns; provided that in no event shall Executive’s obligationsunder this Agreement be delegated or transferred by Executive, nor shallExecutive’s rights be subject to encumbrance or to the claims of Executive’screditors. This Agreement is for the sole benefit of the parties hereto andshall not create any rights in third parties other than Executive’s spouse orbeneficiary as expressly set forth herein.

26.           **Remedies.**Except as otherwise provided in this Agreement, each of the parties to thisAgreement will be entitled to enforce its rights under this Agreementspecifically, to recover damages by reason of any breach of any provision ofthis Agreement and to exercise all other rights to which it may be entitled.

27.           **Modificationsand Waivers.** No provision of this Agreement may be modified,altered or amended except by an instrument in writing executed by the partieshereto. No waiver by either party hereto of any breach by the other partyhereto of any term or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar terms or provisions atthe time or at any prior or subsequent time.

28.           **Headings.**The headings contained herein are solely for the purpose of reference, are notpart of this Agreement and shall not in any way affect the meaning orinterpretation of this Agreement.

29.           **Notificationof Subsequent Employer.** Executive agrees that the Company maypresent a copy of this Agreement to any third party.

30.           **UNDERSTANDAGREEMENT.** EXECUTIVE REPRESENTS AND WARRANTS THAT (a) EXECUTIVEHAS READ AND UNDERSTOOD EACH AND EVERY PROVISION OF THIS AGREEMENT, (b) EXECUTIVEHAS HAD THE OPPORTUNITY TO OBTAIN ADVICE FROM LEGAL COUNSEL OF EXECUTIVE’SCHOICE, OTHER THAN COUNSEL TO THE COMPANY (WHO IS NOT REPRESENTING THEEXECUTIVE), IN ORDER TO INTERPRET ANY AND ALL PROVISIONS OF THIS AGREEMENT, (c)EXECUTIVE HAS HAD THE OPPORTUNITY TO ASK THE COMPANY QUESTIONS ABOUT THISAGREEMENT AND ANY OF SUCH QUESTIONS EXECUTIVE HAS ASKED HAVE BEEN ANSWERED TOEXECUTIVE’S SATISFACTION, AND (d) EXECUTIVE HAS BEEN GIVEN A COPY OF THISAGREEMENT.

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed on the day andyear first above written.

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|   | EXECUTIVE                                      |
|--------|------------------------------------------------|
|   |                                           |
|   | /s/ Donald Picker                              |
|   | Donald Picker                                  |
|   |                                           |
|   |                                           |
|   | TAPESTRY PHARMACEUTICALS, INC.                 |
|   |                                           |
|   | By:                                            | /s/ Kai P. Larson |
|   | Kai P. Larson, Vice President, General Counsel |

 

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EXHIBIT A

**EmploymentSeparation Agreement and Releaseof Legal Rights**

ThisAgreement is entered into between Tapestry Pharmaceuticals, Inc., including itsaffiliated companies and its officers, directors, agents and employees (the “Company”)and  (the “Employee”).  The purpose of this Agreement is to foreverresolve all legal disputes between the Company and the Employee concerning theEmployee’s employment and separation from employment and to provide theEmployee with severance benefits in exchange for the Employee giving up certainlegal rights.

**I.  Stipulations**

1.             In exchange for giving up certainlegal rights as provided in this Agreement, the Company has agreed to payadditional severance pay and benefits which the Employee would not otherwise beentitled to receive.

2.             The Employee understands that allpayments made by the Company under this Agreement may be subject to withholdingfor standard payroll deductions and federal and state taxes.

3.             The Employee understands that thisis a legally-binding document that surrenders certain legal rights that theEmployee may have against the Company in connection with his or her employmentand separation from employment. Accordingly, Employee has been advised to consult with a lawyer beforesigning this Agreement.

**II.  Consideration**

4.             As consideration for signing thisAgreement and the Return of Materials Agreement attached as Exhibit A, Employeewill receive, upon expiration of the revocation period described in Paragraph12, the sum of $, less applicable state and federal taxes which the Companyshall be responsible for withholding.

**III.  Legal Release**

5.             The Employee gives up his or herright to bring any legal claims against the Company of any nature related inany way, directly or indirectly, to his or her employment relationshipwith  the Company, including his or herseparation from employment.

6.             This Legal Release in favor of theCompany is intended to be interpreted in the broadest possible manner, toinclude all actual or potential legal claims that the Employee may have  against the Company, except as specificallyprovided otherwise in this Agreement.

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7.             The legal claims that the Employeeis giving up by signing this Agreement include, but are not limited to, thefollowing:

A.                                   Allclaims that the Employee may have against the Company under state law,including claims for breach of contract (express or implied),misrepresentation, fraud, claims for unpaid wages of any kind, or any otherstate law claim of whatever nature;

B.                                     Allclaims for alleged personal injuries sustained, including claims for mental andemotional distress, except claims for Workers Compensation benefits;

C.                                     Allclaims that the Employee may have against the Company alleging agediscrimination in employment, if based in whole or in part upon acts,occurrences or omissions that occurred before the effective date of thisAgreement or that relate to the Employee’s separation from employment; and

D.                                    Allclaims of discrimination in employment arising under all other federal lawssuch as the Civil Rights Act of 1964, as amended, the Americans withDisabilities Act of 1990, and all other federal and state laws prohibitingdiscrimination in employment.

8.             Employee also releases all claimsagainst the Company’s officers, directors, agents and employees.

9.             The only exceptions to this LegalRelease in favor of the Company and its agents are claims to WorkersCompensation benefits or benefits of employment that have previously vested byoperation of law, such as accrued pension benefits or entitlements to accruedvacation pay, if any.  This Legal Releasein favor of the Company also does not apply to future legal claims that mayarise after the Employee’s separation from employment with the Company, ifbased entirely on alleged acts, omissions or occurrences that are unrelated tohis or her employment with the Company.

**IV.  Important Notice to Employees Aged 40 orOlder**

10.           Employees who are 40 years of age orolder have special rights under a federal law known as the Older WorkersBenefit Protection Act.  If you haveattained age 40, you have a right under federal law to be free from agediscrimination in all aspects of your employment relationship with the Company.  Discrimination against employees who haveattained age 40 is 

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prohibited byfederal and state law.  The Employeeunderstands that he or she is giving up the right to sue the Company for agediscrimination by signing this Agreement.

11.           Employees aged 40 or older alsohave the right under federal law to be given 45 days to decide whether or notto sign this Agreement.  Employee maysign the Agreement before the expiration of 45 days, but Employee is notrequired to do so and has the right to take the entire 45 days to consider thisAgreement.

12.           Employees over age 40 also havethe right to revoke this Agreement within seven (7) days after signing it.  Such revocation must be in writing addressedto Patricia Pilia at the Company=s address.  In view of this right to revoke, however,Employee will not receive any check for severance pay or other benefits of thisAgreement until the revocation period has expired.  If the Agreement is revoked, the Employee isnot entitled to pay and benefits set forth in this Agreement.

**V.  Confidentiality**

13.           Employeehereby acknowledges and confirms the existence, validity and enforceability ofthe Employee Confidentiality Agreement between Employee and the Company.  A copy of this Agreement is attached asExhibit B.

**VI.  Entire Agreement**

14.           This Agreement, the Confirmation ofReturn of Materials (attached as Exhibit A) and the Confidentiality Agreement(attached as Exhibit B) constitute the sole and entire agreements between theEmployee and the Company with respect to the subject matter hereof, andsupersede in their entirety any and all prior understandings, commitments andagreements, whether written or oral.  Nopart of this Agreement may be changed except in writing executed by the Companyand the Employee.

**VII.  Governing Law**

15.           This Agreement shall be governed bythe laws of the State of Colorado, and may be enforced in any court ofcompetent jurisdiction.

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**VIII.  Signatures**

16.           The Employee acknowledges that he orshe has read this Agreement in its entirety, understands the contents,understands that this is a legally-binding document, and has been provided withan opportunity to consult with a lawyer before signing it.
|        |   | Tapestry Pharmaceuticals, Inc. |
|--------|--------|--------------------------------|
|   |   |                           |   |
|   |   | By:                            | /s/ Donald Picker |
|   |   |                           |   |
|   |   | 12/18/06                       |
| Date   |   | Date                           |

 

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**Confirmation ofReturn of Materials**

**[Date]**

Iconfirm that upon termination of my employment with Tapestry Pharmaceuticals,Inc., I have delivered to Tapestry all Tapestry property in my possession,including any and all of the following:

all copies of any and allTapestry information in my possession and control, including, but not limitedto, written records, manuals, lab notebooks, customer and supplier lists, labnotes, working notes, information concerning products and business plans,budgets, sales forecasts, trade secrets, confidential design plans, researchand engineering data and all other materials containing any informationgenerated by me or any other Tapestry employee or that otherwise relates to theBusiness of Tapestry or my employment with Tapestry.

Iunderstand that Tapestry information includes all information in any form ofmedium, including written records, handwritten notes, and information stored oncomputer discs or other electronic means.
|        |   |
|--------|--------|
|   |   |
|   |   |

 

 

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