EXHIBIT 10.65**CONSULTING AGREEMENT****EFFECTIVE DATE: August 10, 2006**     This Consulting Agreement (the ***“Agreement”***) is made by and between IDM Pharma, Inc., aDelaware corporation (the ***“Company”***), and Sylvie Grégoire, an individual and the Executive Chair ofthe Company’s Board of Directors (the ***“Consultant”***).     **1. Engagement of Services.**The Company agrees to engage Consultant, and Consultant agrees toprovide services to the Company in connection with her role as Executive Chair, under the terms andconditions herein provided. Consultant agrees to serve the Company by advising and consulting withCompany’s management and Board of Directors with regard to operations of the Company, including theCompany’s achievement of certain key milestones, and such other duties and responsibilities to beassigned to her from time to time by the Board of Directors. It is anticipated that Consultant’sservices under this Agreement shall require, on average, approximately two to two and one-half workdays per week. The manner and means by which Consultant chooses to complete the services are inConsultant’s sole discretion and control. The Company will make its facilities, equipment andpersonnel available to Consultant when necessary or appropriate.     **2. Compensation.**The Company will pay Consultant at a rate of $10,000 per month for her servicesunder this Agreement. Consultant will be reimbursed for expenses, including the costs of travelreasonably incurred in connection with her services under this Agreement, provided Consultant hasfurnished such documentation for expenses as Company may reasonably request.     **3. Grant of Options.**Consultant, subject to the terms of the Company’s 2000 Stock Plan, as amended(the ***“Plan”***) and the form of stock option grant agreement attached hereto as **Exhibit A**(the “***StockOption Agreement***”), will be granted nonstatutory stock options covering a total of six hundredthousand (600,000) shares of the common stock of the Company (the ***“Options”***). The exercise priceof the Options will be set at the closing price of the Company’s common stock as quoted on theNasdaq Global Market on the date of grant. The Options will have a ten (10) year term from thedate of grant. The Options will expire to the extent not exercised before the tenth(10th) anniversary of the date of grant or may expire earlier as provided below or uponConsultant’s termination of continuous service as provided in the Stock Option Agreement. TheOption for a specified number of shares will vest and become exercisable only upon the Company’sattainment of the performance milestone corresponding to such Option as set forth in theresolutions of the Board of Directors of the Company adopted August 10, 2006.     Notwithstanding anything to the contrary set forth herein, neither the grant of the Options,the performance milestones, or anything else in this Agreement requires the Company to pursue anybusiness strategy, and the Company reserves the right to modify its business strategy at any timeand for any reason, including changes that may prevent Consultant from
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attaining one ormore of the performance milestones for the Options. The determination as to whether any ofthe performance milestones for the Options have been attained shall be made by the Company’s Boardof Directors in its sole discretion, which determination shall be final, binding and conclusive onall persons, including Consultant.     **4. Ownership of Work Product.**Consultant hereby assigns to the Company all right, title andinterest in and to any work product created by Consultant, or to which Consultant contributes,pursuant to this Agreement (the ***“Work Product”***), including all copyrights, trademarks and otherintellectual property rights contained therein. Consultant agrees to execute, at the Company’srequest and expense, all documents and other instruments necessary or desirable to confirm suchassignment. In the event that Consultant does not, for any reason, execute such documents within areasonable time of the Company’s request, Consultant hereby irrevocably appoints the Company asConsultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf,which appointment is coupled with an interest. If Consultant has any rights in the Work Productwhich cannot be assigned, Consultant agrees to waive enforcement worldwide of such rights againstthe Company. In the event that Consultant has any such rights, that cannot be assigned or waived,Consultant hereby grants to the Company an exclusive, worldwide, irrevocable, perpetual license touse, reproduce, distribute, create derivative works of, publicly perform and publicly display theWork 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 Information instrict confidence and not to disclose such Confidential Information to any third parties.“Confidential Information” as used in this Agreement shall mean all information disclosed by theCompany to Consultant that is not generally known in the Company’s trade or industry and shallinclude, without limitation, (a) concepts and ideas relating to the development and distribution ofcontent in any medium or to the current, future and proposed products orservices of the Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions,
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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; (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 accept work,enter into a contract, or accept an obligation from any third party, inconsistent or incompatiblewith Consultant’s obligations under this Agreement. Consultant warrants that there is no othercontract or duty on her 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 June30, 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 Chief Executive Officer.          **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 be illegal,invalid or unenforceable, the legality, validity and enforceability of the remaining provisions ofthis Agreement shall not be affected or impaired thereby.     **11. Waiver.**The waiver by the Company of a breach of any provision of this Agreement by Consultantshall not operate or be construed as a waiver of any other or subsequent breach by Consultant.
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     **12. Entire Agreement.**This Agreement constitutes the entire agreement between the parties relatingto the subject matter hereof and supersedes all prior or contemporaneous oral or written agreementsconcerning such subject matter.          **In Witness Whereof,** the parties have executed this Agreement as of the date(s)indicated below.         **IDM Pharma Inc.**   **Sylvie Grégoire, Pharm. D.**           By: /s/ Jean Loup Romet-Lemonne   /s/ Sylvie Grégoire             Jean Loup Romet-Lemonne, M.D.