Exhibit 10.49*Confidential Project***SETTLEMENT AGREEMENT****BETWEEN THE UNDERSIGNED****IDM Pharma SA,**formerly Immuno-Designed Molecules, a French “*société anonyme*” with a share capitalof 1.975.000 Euros, the registered office of which is located 172 rue de Charonne, 75011 Paris,registered on the Paris Companies Register under number B 382 632 263 represented by T. Walbert,**FOR THE FIRST PART,****AND****SANOFI-AVENTIS**, formerly SANOFI-SYNTHELABO, a French “société anonyme” with a share capital of 2718 869 366 Euros, the registered office of which is located 174 avenue de France, 75013 Paris,registered on the Paris Companies Register under number B 403 335 938 represented by,**FOR THE OTHER PART**Hereafter referred to as “**Party**” or commonly as the “**Parties**”**RECITALS:****1.** IDM Pharma SA (herafter “**IDM**”) is a biotechnology company that developed a know-how andexpertise in the field of immunotherapy, and particularly in ex vivo cancer treatments forhumans.   Sanofi-Aventis (hereafter “**Sanofi**”) is a pharmaceutical company that develops, manufacturesand markets pharmaceutical products in the field of human health on a worldwide basis. **2.** On July 13, 1999, IDM and Sanofi signed a Licence Agreement (hereafter the “**1999 LicenseAgreement**”) defining the terms and conditions under which Sanofi granted IDM a non exclusivelicense to its industrial property rights relating to the IL-13 cytokine, in consideration forSanofi’s taking a stake in IDM’s capital and receiving a commercialization option shoulddevelopments undertaken by IDM under this license be successful. **3.** IDM and Sanofi signed a Memorandum Agreement on July 20, 2001 (hereafter “**the 2001Agreement**”) defining the terms and conditions under which Sanofi has been granted a certainnumber of options on IDM Developments Programs in the field of ex vivo cellular therapies.This 2001 Agreement amended the terms on the above-mentioned 1999 License Agreement.
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  The 2001 Agreement was entered for a fixed period of 10 years as from its effective date,but the development programs under the 2001 Agreement was not entered for a fixed duration.   Pursuant to Article 5.3 of the 2001 Agreement, Sanofi has the right, subject to three monthsnotice to IDM, to discontinue at any time, each Development Program, without anyjustification and without any compensation to IDM. **4.** Further to the 2001 Agreement, IDM and Sanofi agreed to amend the 1999 License Agreement andconcluded on November 30, 2001 a IL13 agreement (hereafter “the **IL 13 Agreement**”) modifyingthe supply conditions of IDM of IL-13 products and specifying some terms and conditions of the1999 License Agreement for the marketing of search kits IL-13, the achievement of developmentprograms IL-13 and the marketing of finished IL-13 products and providing for the execution ofa license agreement. Such license (the amended and restated IL13 License Agreement) has beensigned on August 12th, 2005. **5.** In a letter dated December 21, 2001, pursuant to article 3.7.of the 2001 Agreement, Sanofinotified IDM of its decision to exercise one Development Option for the IDD-3-program for thetreatment of melanoma (hereafter the “**Uvidem Development Program**”).and the Parties havethereafter implemented the Uvidem Development Program pursuant to the terms and conditions ofthe 2001 Agreement **8.** By registered letter dated December 26, 2007, Sanofi notified IDM of its decision toterminate the Uvidem Development Program, subject to 3 month notice period, in accordance withArticle 5.3 of the 2001 Agreement. However Sanofi stated that its decision should not impactit future option rights for the remaining duration of the 2001 Agreement, as defined inArticle 3.1 and 10.4 of the 2001 Agreement. **9.** Contrary to the position of Sanofi, IDM considers that Sanofi’s termination of itsparticipation in the UVIDEM Development Program under the 2001 Agreement described herein wassudden and unpredictable and that despite the three months notice, such termination was anabuse of Sanofi’s rights under Article 5.3 of the 2001 Agreement. Furthermore, IDM considersthat Sanofi’s termination of its participation in the Uvidem Development Program mayjeopardize continuation of the Uvidem Development Program as a whole. **10.** Notwithstanding their opposing views regarding the termination of Sanofi’s participation inthe Uvidem Development Program, the Parties have entered into discussions with the intentionto settle definitively the consequences of the termination of Uvidem Development Programpursuant to the terms and conditions of this Settlement Agreement. **11.** Sanofi considers that it has complied with its obligations under the 2001 Agreement and thatits decision to terminate its participation to the Uvidem Development Program fully complieswith the wording and spirit of the Article 5.3 of the 2001 Agreement.
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**12.** Unless otherwise provided or defined in this Settlement Agreement, capitalised terms in theSettlement Agreement shall have the same meaning as the capitalised terms of the 2001Agreement.**IT WAS THEREFORE AGREED AS FOLLOWS:**1. **PURPOSE**This Settlement Agreement is aimed at terminating, in a final and irrevocable manner, the variouspending or potential disputes between the Parties as described in the Recitals regarding the UvidemDevelopment Program.In order to settle the conditions under which Uvidem Development Program has been terminated and toprevent any further dispute, the Parties have hereto agreed mutual concessions in consideration ofwhich they accordingly hereby fully, finally and irrevocably settle their respective claims,actions, demands and disputes existing or which cause has arisen or was disclosed as at the datehereof.The Parties acknowledge that this Settlement Agreement does not constitute an acknowledgement or anadmission of the positions taken by each Party in the pending disputes, such as described in theRecitals hereabove.2. **MUTUAL CONCESSIONS**2.1 **Sanofi’s obligations**In consideration for IDM’s release and waiver of action under Article 4 below, and subjectto the performance in full by IDM of its obligations pursuant to Article 2.2: 2.1.1 Sanofi grants to IDM a lump sum of 5,217,185 Euros (excluding VAT) payable atthe Effective Date of this Settlement Agreement by cheque or standing order to theorder of IDM SA, corresponding to : (i) payment of invoice in relation toservices for Q1 2008 for an amount of 1,600,000 Euros,  (ii) payment of a final amount of3,617,185 Euros. 2.1.2 Sanofi releases and discharges IDM from all its obligations under the UvidemDevelopment Program. Sanofi acknowledges that under the 2001 Agreement, IDM is under noobligation to carry out any new Developments Programs or develop any new Product.  2.1.3 The 2001 Agreement remains in full force and effect except the provisions ofarticle 5.10 of the 2001 Agreement related to the right of first refusal granted by IDMto Sanofi with regard to the Uvidem Development Program.
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2.2 **IDM’s obligations**   In consideration for Sanofi’s release and waiver of action under Article 4 below, andsubject to the performance in full by Sanofi of its obligations pursuant to Article 2.1: 2.2.1 IDM declares that it has been fully compensated for all damages arising out ofor in connection with the termination of the Uvidem Development Program.  2.2.2 IDM releases and discharges Sanofi from all its obligations under the UvidemDevelopment Program.  2.2.3 IDM shall indemnify (including all costs and fees) and hold Sanofi harmlessfrom and against and in respect of any claim by any past or present employee of IDM orany IDM Affiliate in respect of any claim arising from the effect of Sanofi’s decisionto terminate the Uvidem Development Program.3. **CONTRACTUAL CONSEQUENCES OF THE DISCONTINUATION OF THE PARTICIPATION OF SANOFI OF THE UVIDEMDEVELOPMENT PROGRAM**   Pursuant to its decision not to interrupt the Uvidem Development Program, and in accordancewith provision of Article 5.4 of the 2001 Agreement, the Parties acknowledge that IDM shallbe free without any consideration on its part to develop the corresponding Product in theTherapeutic indication covered by the interrupted Uvidem Development Program, either on itsown or in collaboration with a third party without any obligation to Sanofi.   Sanofi agrees not to be granted with the right of first refusal as described in article 5.10with respect to the Uvidem Development Program. 4. **JUDICIAL PROCEEDINGS**As a result of this Settlement Agreement, the Parties expressly and irrevocably waive all actions,claims and/ or counterclaims of any type in respect of the termination of the Uvidem DevelopmentProgram.The Parties waives any rights or cause of action arising out of the performance or termination ofthe Uvidem Development Program, and any factual or legal relationship which may exist or haveexisted between the Parties in that connection.Without prejudice to any separate confidential agreement, each Party has to bear its own legalcosts of the present Settlement Agreement.Except as set forth in this Settlement Agreement, the Parties, for and in consideration of thisSettlement Agreement and other good and valuable consideration described herein received from eachother, do hereby release and fully discharge each other, and their agents, representatives,predecessors, heirs, successors, assigns, attorneys, parent companies,
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subsidiaries, and related entities, and their officers, directors and shareholders forever of andfrom any and all manner of action and actions, cause and causes of action, claims, obligations,liabilities, and demands of any kind whatsoever, which each may have had, ever had, claims to havehad, now has, or which their predecessors, heirs, and successors can, shall, or may have thatarises from or relates to the allegations of the complains in the pending and/or threatened actionrelating the Uvidem Development Program.The provisions of the third paragraph of article 5.2 of the 2001 Agreement, related to thewarranties and liabilities of IDM, shall remain applicable to the Uvidem Development Program.5. **EFFECTIVE DATE**The present Settlement Agreement shall become effective at the date of signature by the Parties(the “**Effective Date**”).6. **LEGAL SUCCESSORS**The Settlement Agreement is binding upon and inures to the benefit of the heirs, successors,assignees, subsidiaries, licensees and affiliates of the Parties.7. **MISCELLANEOUS**7.1 Subject to proper performance hereof, this Settlement Agreement is made as a full and finalrelease and discharge of all accounts in accordance with the terms or Articles 2044 *et seq.*ofthe French civil Code. 7.2 The execution of this Settlement Agreement shall be deemed a settlement agreement within themeaning of Articles 2044 *et seq*. of the French civil Code. 7.3 This Settlement Agreement is prepared in English and this version will be binding. 7.4 This Settlement Agreement replaces all oral or written agreements entered into between theParties hereto prior to its signing in relation to the conditions of the discontinuation ofthe participation of Sanofi of the Uvidem Development Program. Modifications or supplements tothis Agreement — including this Article — require the written form and signature by theParties to become legally binding. 7.5 Should a provision of this Settlement Agreement be deemed invalid or become invalid or shouldSettlement Agreement be incomplete, the validity of the remaining provisions shall not bethereby affected. Instead of the invalid provision, a valid provision shall be deemed to beagreed upon, which comes economically closest to the one intended by the parties. The sameshould apply in case of an omission in Settlement Agreement. 7.6 The Parties undertake to keep the terms and condition, and the existence of this SettlementAgreement strictly confidential, also after termination, unless required to disclose samepursuant to subpoena, court order, or other regulatory or administrative directive. Notice ofsuch disclosure shall be made to counsel for non-disclosing party’s counsel as soon aspracticable after being put on actual notice that such disclosure is
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  compelled. It is already agreed between the Parties, that IDM Pharma Inc may require to filethis document with the US Securities and Exchange Commission (SEC) as part if its mandatorydisclosure requirement. 8. **DISPUTE SETTLEMENT**The Settlement Agreement shall be governed by French law.Any dispute regarding the present Agreement and in particular regarding the interpretation of theAgreement including those that may evolve from the question of its coming into effect as well asthose that originate from the Agreement after its termination, shall be settled by amicablenegotiations between the parties, if possible.Any dispute arising from this Settlement Agreement or in connection with the same, shall beresolved permanently in accordance with the Arbitration Rules of the International Chamber ofCommerce by one or more arbitrators names pursuant to these Rules. The place of arbitration shallbe Paris, and the language of Arbitration shall be English.Made in two originals, one for each of the Parties       Paris,the 19th Day of March 2008   Paris, the 19th Day of March 2008         /s/Timothy P. Walbert    /s/ Laurence Debroux   IDM Pharma SA    Sanofi-Aventis  Represented by T. Walbert   Represented by Laurence DEBROUX      **Chief Finance Officer**             /s/ Jean-Claude Muller       Jean-ClaudeMULLER      **Senior Vice President, Administrationand Ressources, Research &Development**  **Under « Signature » and name of each party’s representatives, please mention in a handwritten waythe name, position and the following formula:***« Valid for settlement according to the provisions of articles 2044 and following of the FrenchCivil Code. Valid for a waiver to any proceeding and action ».*
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