EXHIBIT 10.58**CONSULTING AGREEMENT****EFFECTIVE DATE: May 1, 2007**     This Consulting Agreement (the ***“Agreement"***) is made by and between IDM Pharma, Inc., aDelaware corporation (the ***“Company”***), and John P. McKearn, Ph.D., an individual and a member of theCompany’s Board of Directors (the ***“Consultant”***) effective May 1, 2007.     **1. Engagement of Services.**The Company agrees to engage Consultant, and Consultant agrees toprovide services to the Company, including advising and consulting with the Company’s managementand Board of Directors with regard to review of the Junovan new drug application by the Food & DrugAdministration and related matters, the planning and implementation of a retention bonus plan foremployees of the Company, an intellectual property audit, and other operational matters asrequested by the Board of Directors. The manner and means by which Consultant chooses to completethe services are in Consultant’s sole discretion and control. The Company will make itsfacilities, equipment and personnel available to Consultant when necessary or appropriate inconnection with Consultant’s performance of services under this Agreement. Notwithstandinganything to the contrary set forth herein, nothing in this Agreement requires the Company to pursueany business strategy, and the Company reserves the right to modify its business strategy at anytime and for any reason.     **2. Compensation.**The Company will pay Consultant at a rate of $13,500 per month for his servicesunder this Agreement. Consultant will be reimbursed for expenses, including the costs of travelreasonably incurred in connection with his services under this Agreement, provided Consultant hasfurnished such documentation for expenses as the Company may reasonably request.     **3. Equity Awards.**          **3.1 Grant of Option.**Consultant, will be granted a nonstatutory stock option covering a totalof seventy-five thousand (75,000) shares of the common stock of theCompany (the ***“Option”***) subjectto the terms of the Company’s 2000 Stock Plan, as amended (the ***“Plan”***) and the form of stock optiongrant agreement approved by the Board substantially as attached hereto as Exhibit A (the***“Stock Option Agreement”***). The exercise price of the Option will be set at the closing price ofthe Company’s common stock as quoted on the Nasdaq Global Market on May 1, 2007 (the effective dateof grant of the Option). The Option will vest in twelve (12) equal monthly installments on thelast day of each calendar month following the date of grant for so long as Consultant providesContinuous Service (as that term is defined in the Plan) to the Company as either a Consultant orDirector (as those terms are defined in the Plan). Notwithstanding the foregoing, the terms of theStock Option Agreement shall provide for accelerated vesting in certain circumstances upon a Changein Control.
1.

 
          **3.2 Restricted Stock Award.**Pursuant to the Plan, the Company will grant to Consultant theright to receive a total of twenty thousand (20,000) shares of the common stock of the Company,which right shall vest as to six thousand six hundred sixty-seven (6,667) shares on each of May 31,2007 and June 30, 2007 and as to six thousand six hundred sixty-six (6,666) shares on July 31,2007, provided that Consultant provides Continuous Service (as that term is defined in the Plan) tothe Company through each of the specified vesting dates. Notwithstanding the foregoing, the termsof the restricted stock award agreement shall provide for accelerated vesting in certaincircumstances upon a Change in Control.     **4. Ownership of Work Product.**Consultant hereby assigns to the Company all right,title and interest in and to any work product created by Consultant, or to which Consultantcontributes, pursuant to this Agreement (the ***“Work Product”***), including all copyrights, trademarksand other intellectual property rights contained therein. Consultant agrees to execute, at theCompany’s request and expense, all documents and other instruments necessary or desirable toconfirm such assignment. In the event that Consultant does not, for any reason, execute suchdocuments within a reasonable time of the Company’s request, Consultant hereby irrevocably appointsthe Company as Consultant’s attorney-in-fact for the purpose of executing such documents onConsultant’s behalf, which appointment is coupled with an interest. If Consultant has any rightsin the Work Product which cannot be assigned, Consultant agrees to waive enforcement worldwide ofsuch rights against the Company. In the event that Consultant has any such rights, that cannot beassigned or waived, Consultant hereby grants to the Company an exclusive, worldwide, irrevocable,perpetual license to use, reproduce, distribute, create derivative works of, publicly perform andpublicly display the Work Product in any medium or format, whether now known of later developed.     **5. Independent Contractor Relationship.**Consultant’s relationship with the Company under thisAgreement is that of an independent contractor, and nothing in this Agreement is intended to, orshould be construed to, create a partnership, agency, joint venture or employment relationship.Consultant will not be entitled to any of the benefits which the Company may make available to itsemployees, including, but not limited to, group health or life insurance, profit-sharing orretirement benefits. Consultant is not authorized to make any representation, contract orcommitment on behalf of the Company unless specifically requested or authorized in writing to do soby a Company officer. Consultant is solely responsible for, and will file, on a timely basis, alltax returns and payments required to be filed with, or made to, any federal, state or local taxauthority with respect to the performance of services and receipt of fees under this Agreement.Consultant is solely responsible for, and must maintain adequate records of, expenses incurred inthe course of performing services under this Agreement. No part of Consultant’s compensation willbe subject to withholding by the Company for the payment of any social security, federal, state orany other employee payroll taxes. The Company will regularly report amounts paid to Consultant byfiling Form 1099-MISC with the Internal Revenue Service as required by law.     **6. Confidential Information.**Consultant agrees to hold the Company’s Confidential Informationin strict confidence and not to disclose such Confidential Information to any third parties. “Confidential Information” as used in this Agreement shall mean all information
2.

 
disclosed by the Company to Consultant that is not generally known in the Company’s trade or industry andshall include, without limitation, (a) concepts and ideas relating to the development anddistribution of content in any medium or to the current, future and proposed products or servicesof the Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions,know-how, software programs, and software source documents; (c) information regarding plans forresearch, development, new service offerings or products, marketing and selling, business plans,business forecasts, budgets and unpublished financial statements, licenses and distributionarrangements, prices and costs, suppliers and customers; (d) existence of any business discussions,negotiations or agreements between the parties; and (e) any information regarding the identities,skills, duties and compensation of employees, contractors or other agents of the Company or itssubsidiaries or affiliates. Confidential Information also includes proprietary or confidentialinformation of any third party who may disclose such information to the Company or Consultant inthe course of the Company’s business. Upon request by the Company, Consultant agrees to promptlydeliver to the Company the original and any copies of such Confidential Information.     **7. No Conflict of Interest.**During the term of this Agreement, Consultant will not acceptwork, enter into a contract, or accept an obligation from any third party, inconsistent orincompatible with Consultant’s obligations under this Agreement. Consultant warrants that there isno other contract or duty on his part inconsistent with this Agreement.     **8. Term and Termination.**          **8.1 Term.**The term of this Agreement begins on the Effective Date and continues until July31, 2007, unless earlier terminated as provided in this Agreement or extended by agreement of theCompany and Consultant.          **8.2 Termination by the Company.**The Company may terminate this Agreement with or withoutcause, at any time upon fifteen (15) days prior written notice to Consultant.          **8.3 Termination by Consultant.**Consultant may terminate this Agreement at any time uponfifteen (15) days prior written notice to the Company’s Executive Chair.          **8.4 Survival.**The rights and obligations contained in Sections 4 (“Ownership of WorkProduct”) and 6 (“Confidential Information”) will survive any termination or expiration of thisAgreement.     **9. Governing Law.**This Agreement shall be governed in all respects by the laws of the UnitedStates of America and by the laws of the State of California, as such laws are applied toagreements entered into and to be performed entirely within California between Californiaresidents.     **10. Severability.**Should any provisions of this Agreement be held by a court of law to beillegal, invalid or unenforceable, the legality, validity and enforceability of the remainingprovisions of this Agreement shall not be affected or impaired thereby.
3.

 
     **11. Waiver.**The waiver by the Company of a breach of any provision of this Agreement byConsultant shall not operate or be construed as a waiver of any other or subsequent breach byConsultant.     **12. Entire Agreement.**This Agreement constitutes the entire agreement between the partiesrelating to the subject matter hereof and supersedes all prior or contemporaneous oral or writtenagreements concerning such subject matter.          **In Witness Whereof,** the parties have executed this Agreement as of the date(s)indicated below.         **IDM Pharma Inc.**   **John P. McKearn, Ph.D.**           By: /s/ Jean Loup Romet-Lemonne   /s/ John P. McKearn             Jean Loup Romet-Lemonne, M.D.   John P. McKearn, Ph.D.    Chief Executive Officer               Date: May 1, 2007   Date: May 1, 2007  
4.

 
**Exhibit A****Stock Option Agreement****IDM PHARMA, INC.**