EXHIBIT 10.64**AMENDMENT TO EMPLOYMENT AGREEMENT**     **This Amendment to Employment Agreement**(the “Amendment”) is entered into effective asof July 16, 2007 (the “***Effective Date***”), by and between **Jean-Loup Romet-Lemonne**(the“Executive”) and **IDM Pharma, Inc.**, a Delaware corporation (the “Company”).**Recitals**     **A. **The Company and the Executive have executed that certain Employment Agreement dated as ofApril 21, 2005 (the “Original Agreement”).     **B. **In consideration of the premises, and other good and valuable consideration, receipt ofwhich is hereby acknowledged by the parties, the Company and the Executive desire to amend theOriginal Agreement and provide for Executive’s resignation from the Company’s Board of Directors asspecified herein, in each case effective as of the Effective Date.**Agreement**     The Company and the Executive, intending to be legally bound, agree as follows effective as ofthe Effective Date:**1.****Amendment of Original Agreement.**          **(a) Deletion of Sections 2.2 and 2.3.**Sections 2.2 and 2.3 of the Original Agreement arehereby deleted in their entirety.          **(b) Amendment of Section 4.4.4.**The first paragraph of Section 4.4.4 of the OriginalAgreement is hereby amended to read as follows:     **“4.4.4 With Good Reason.**If the Executive resigns with Good Reason,then the Company shall pay the Executive’s Base Salary and accrued andunused vacation earned through the date of termination, at the rate ineffect at the time of termination subject to standard deductions andwithholdings. In addition, subject to the limitations stated in Section4.4.6 herein and upon the Executive’s furnishing to the Company, aneffective waiver and release of claims (a form of which is attached heretoas Exhibit A), within the time period set forth therein, but in no eventlater than forty-five (45) days following termination (the “Release”), andsuch Release becoming effective in accordance with its terms, the Executiveshall be entitled to:”          **(c) Amendment of Section 4.4.5.**The first paragraph of Section 4.4.5 of the OriginalAgreement is hereby amended to read as follows:     “**4.4.5 Without Cause.**If the Company terminates the Executive’semployment without Cause, the Company shall pay the Executive’s Base Salaryand accrued and unused vacation earned through
 

 
the date of termination, at the rate in effect at the time oftermination subject to standard deductions and withholdings. In addition,subject to the limitations stated in Section 4.4.6 herein and upon theExecutive’s furnishing to the Company the Release within the time period setforth therein, but in no event later than forty-five (45) days followingtermination, and such Release becoming effective in accordance with itsterms, the Executive shall be entitled to:”          **(d) Amendment of Section 4.4.5(i).**Section 4.4.5(i) of the Original Agreement is herebyamended to read in its entirety as follows:     “(i) continuation of the Executive’s annual Base Salary in effect atthe time of termination for a period beginning upon the Effective Date ofthe Release and continuing for twenty four (24) months thereafter (the“Without Cause Severance Period”), less standard deductions andwithholdings, paid pursuant to the Company’s standard payroll practices;and”          **(e) Amendment of Section 4.5.2**. Section 4.5.2 of the Original Agreement is hereby amended toread in its entirety as follows:     “4.5.2 Good Reason. For purposes of this Agreement, Executive shall have“Good Reason” for Executive’s resignation if: (w) any of the following occurswithout Executive’s consent; (x) Executive notifies the Company in writing thatExecutive intends to terminate his employment no earlier than thirty (30) days afterproviding the notice required by Section 4.2.1 of this Agreement; (y) the Companydoes not cure such condition within thirty (30) days following its receipt of suchnotice or states unequivocally in writing that it does not intend to attempt to curesuch condition, and (z) the Executive resigns from employment within thirty (30)days following the end of the period within which the Company was entitled to remedythe condition constituting Good Reason but failed to do so:     (i) without the Executive’s consent, a material reduction in the Executive’sduties, authority, or responsibilities relative to the duties, authority, orresponsibilities in effect immediately prior to such reduction;     (ii) without the Executive’s consent, the relocation of the Executive’sprincipal place of business to a point that is not within thirty five (35) miles ofeither 5820 Nancy Ridge Drive, San Diego, California, or 9 Parker, Irvine,California;     (iii) a material reduction by the Company of the Executive’s base salary asinitially set forth herein or as the same may be increased from time to time,provided that if such reduction occurs in connection with a Company wide decrease inExecutive salaries and the percent decrease in the Executive’s base salary does notexceed the percent decrease in base salary of any other executive
 

 
of the Company such reduction will not constitute Good Reason toterminate Executive’s employment for purposes of this Agreement; or     (iv) a material breach by the Company of Section 6 of this Agreement.”          **(f) Amendment of Section 6:**The following provision is added to the end of Section 6 of theOriginal Agreement:     “The Company shall obtain the assumption of this Agreement by any successoror assign of the Company. which shall agree to assume the obligations and performall of the terms and conditions of this Agreement.”          **(g) New Section 19:**A new Section 19 is hereby added to the Original Agreement as follows:     “19. **Deferred Compensation.**Severance benefits payable pursuant to thisAgreement, to the extent of payments made from the date of termination ofExecutive’s employment through March 15th of the calendar year following suchtermination, are intended to constitute separate payments for purposes of Section1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the“short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the TreasuryRegulations; to the extent such payments are made following said March 15th, theyare intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)of the Treasury Regulations made upon an involuntary termination from service andpayable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to themaximum extent permitted by said provision, with any excess amount being regarded assubject to the distribution requirements of Section 409A(a)(2)(A) of the Code,including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of theCode that payment to Executive be delayed until 6 months after Executive’sseparation from service if Executive is a “specified employee” within the meaning ofthe aforesaid section of the Code at the time of such separation from service.”     **2. ****Board Resignation and Removal.**          **(a) Resignation**. By executing this Amendment, Executive hereby resigns from the Company’sBoard of Directors as of the Effective Date          **(b) Removal from Board**. As of the Effective Date the Executive shall be automatically removedfrom the Board without the necessity of any formal action by the Board.     **3. ****Miscellaneous Provisions.**          **(a) Original Agreement.**The Original Agreement, as amended by this Amendment, shall continuein full force and effect after the date hereof. This Amendment shall not affect the Executive’sexecution of that certain Waiver and Release signed on June 5, 2007(the “Release”), which shall remain in full force and effect, nor the Executive’s entitlement to
 

 
benefits pursuant to Section 4.4.5 the Original Agreement (as modified by section 1(d) of thisAmendment) based on the execution of the Release.          **(b) Whole Agreement.**No agreements, representations or understandings (whether oral orwritten and whether express or implied) which are not expressly set forth in the OriginalAgreement, as amended by this Amendment, have been made or entered into by either party withrespect to the subject matter of this Amendment.[Remainder of this page intentionally left blank]
 

 
     **In Witness Whereof**, each of the parties has executed this Amendment, in the case ofthe Company by its duly authorized officer, effective as of the day and year first above written.         “Company”           **IDM Pharma, Inc.**           By: /s/ Sylvie Grégoire            [Name]                  Title:    Chairman of the Board           “Executive”           /s/ Jean-Loup Romet-Lemonne         **Jean-Loup Romet-Lemonne**