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IDM  Immuno-Designed Molecules
 Employment Contract
 BETWEEN
 
 ON THE ONE HAND,
 AND
    ARTICLE 1
 
 ARTICLE 2
   ARTICLE 3




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H. Duchesne de Lamotte / IDM Employment Contract
  ARTICLE 4
  ARTICLE 5
       ARTICLE 6
   2/4




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H. Duchesne de Lamotte / IDM Employment Contract
 ARTICLE 7
  ARTICLE 8
   
 ARTICLE 9
   ARTICLE 10
  
    
    To accept compensation from a third party, in whatever form for whatever reason;
    
    To transmit, to lend or to assign to anyone whatsoever, documents, documentation,
forms, tables or diagrams, drawings or images, originals or copies, that are the
property of IDM without prior authorization from the Chief Executive Officer, or from
the Chairman and Chief Executive Officer.
  3/4




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H. Duchesne de Lamotte / IDM Employment Contract
   ARTICLE 11
  ARTICLE 12
  Done in two originals,In Paris,March 15, 1998The parties confirm that they have received their copies.
(Signatures preceded by the comment Read and Approved)Read and Approved
    
    
    
    Read and Approved/s/ Yves Fouron
    
    
    
    /s/ Herve Duchesne de LamotteYves FOURON
    
    
    
    Hervé DUCHESNE DE LAMOTTEChairman and Chief Executive Officer
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IDM
 
  Hand Delivery
     
    
    Responsibilities
    
    
    The preparation of corporate accounts and consolidated statements, the compliance
and reliability of which you will guarantee;
    
    The management of capital and corporate action;
 IDM Paris Headquarters
    
    172 rue de Charonne
75011 Paris FRANCEweb:www.idm-biotech.com
    
    tel
fax
    
    +33 (0) 1 40 09 04 11
+ 33 (0) 1 40 09 04 25S.A. with Capital of 1,164,736.90
    
    e-mail
    
    idm@idm-biotech.comRCS Paris B 382 632 263 NAF 731Z
    
    web
    
    www.idm-biotech.comVAT No.: FR 62 382 632263




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
    
    Management of the treasury and of financing, relationships with the bankers for
the company
    
    Management control: planning, budget and reporting;
    
    Studies for industrial and financial investment;
    
    Internal controls.
  
    
    For the Groups development and financial strategy and its implementation;
    
    Financial communications and relations with shareholders and institutional
investors;
    
    Legal and fiscal affairs;
    
    Management of the Groups information systems.
   
    
    Work Schedule
   
    
    Compensation
   2




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Please accept, Sir, our sincere greetings./s/ Bernard Brigonnet
    
    
    
    /s/ Herve Duchesne de LamotteBernard Brigonnet
    
    
    
    [Handwritten: Read and ApprovedChief Executive Officer
    
    
    
    Good for Agreement]
 3




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AMENDMENT TO
THE EMPLOYMENT AGREEMENT OF
HERVÉ DUCHESNE DE LAMOTTE
 BY AND BETWEEN THE UNDERSIGNED
      Recitals
    Contractual Indemnity
  (d)
    
    Termination of the Agreement at the Executives initiative, (i) within 2
months of a proposal from the Company for an unfavorable amendment to
his employment agreement, including but not limited to a proposal of
relocation of the Executives principal place of business outside the region
of Paris (i.e. outside the following departments: 75, 78, 92) or (ii) within 2
months of the transfer of the Companys registered offices outside the
following departments: 75, 78, 92, such a transfer being considered as
having occurred on the date that such transfer is decided by the competent
corporate body and notified to the Executive in writing.(e)
    
    Termination of the Agreement at the Companys initiative, for a reason
other than gross negligence or willful misconduct (Faute lourde on
grave)
whether subsequent to a Change of Control of IDM SA or IDM Pharma
Inc. ou not. A Change of Control shall have the same definition as provided
under Article L. 233-3 of the French commercial code.
 1




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(f)
    
    Termination of the Agreement at the Executives initiative under the
conditions described under (a) further to a Change of Control of IDM SA or IDM
Pharma Inc.
  (iii)
    
    In case (a) above, from the end of his notice period, each month, his
monthly gross base salary until the earlier of (x) the date on which the aggregate
amount he has received under this paragraph (i) equals to 12 monthly gross base
salary or (xx) the date on which the Executive begins full-time employment with or in
an entity or endeavor other than the Company.(iv)
    
    In case (b) and (c) above, at the end of the notice period, the Executive
will receive a lump sum payment equals to 12 monthly gross base salary.
  argus
 Agreement not to Participate in Companys Competitors. Publicly Traded
Company)
  /s/ Jean-Loup Romet-Lemonne
    
    
    
    /s/ Hervé Duchesne de LamotteJean-Loup Romet-Lemonne
    
    
    
    Hervé Duchesne de Lamotte
 2