Prepared by MERRILL CORPORATION




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Exhibit 10.24    
  


 
 

EMPLOYMENT AGREEMENT    
  


    EMPLOYMENT AGREEMENT dated May 1, 2001 ("Agreement")
between Phage Therapeutics, Inc., a Washington corporation ("Company"), and Lisa M. Goodrich, BS,
a resident of Bothell, WA ("Employee"). 


WITNESSETH  


    WHEREAS, Company wishes to employ Employee as Manager,
Microbiology; and 


    WHEREAS, the Employee wishes to enter into the employ of the Company to fulfill the responsibilities of the position of  Manager, Microbiology; 


    NOW THEREFORE, in consideration of the foregoing and of the respective covenants, obligations and agreements of the parties contained
in this Agreement, the parties, intending to be legally bound, hereby agree as follows: 


1.  EMPLOYMENT  


    The Company shall employ Employee, and Employee shall accept such employment, upon the terms and conditions set forth in this Agreement. Employee's employment
with the Company shall be subject to the Company's general employment policies and practices. The Company reserves the right to modify such policies and practices from time to time. 



2.  DUTIES  


    Employee shall be employed as Manager, Microbiology. During the term of this Agreement, Employee shall devote
her full time, attention and efforts to the conduct of the business of the Company and the performance of her duties under this Agreement. Employee shall not engage in any other business activity,
whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided that Employee shall not be prevented from investing her personal assets in such form or manner as will
not require any services on the part of Employee in the operation of the affairs of the entities in which such investments are made. 



3.  TERM  


    Subject to the terms and conditions set forth in this Agreement, Company shall employ Employee and Employee shall serve the Company in the position of  Manager,
Microbiology for a period commencing May 1, 2001 ("Commencement Date") and continuing
through the first anniversary of the Commencement Date, unless such employment is sooner terminated as provided herein. During this one (1) year period, Employee's compensation and other
benefits may be adjusted annually, or more often, without the necessity of an amendment of this Agreement. The Employee's term of employment shall be extended for additional one (1) year
periods and on such terms and at such levels of compensation as shall be mutually agreed to in writing by Company and Employee, unless otherwise terminated under this Agreement. 


4.  COMPENSATION  


    For all services rendered by Employee under this Agreement, the Company agrees to pay Employee and Employee agrees to accept the following: 



	4.1
	Salary. An annual salary of $40,000 ("Salary"), which shall be payable at the times
and in the manner set by the Company's standard payroll policy. Such Salary shall be reviewed one 



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(1) month
prior to the anniversary of the Commencement Date each year, and any increase in the amount under this Agreement for the twelve (12) month period following the Commencement
Date anniversary date shall be determined at such time by the Board of Directors of the Company, or a compensation committee formed by the Board of Directors. 



	4.2
	Bonuses. Employee shall additionally be entitled to such cash and/or stock bonuses and stock options as determined from time to time
by the Board of Directors of the Company, or their designated representative(s). Cash bonuses, if any, shall be paid subject to achievement of specific performance milestones agreed to by both the
Company and Employee. 




5.  CONTINUING EDUCATION  


    In the event that performance of Employee's responsibilities and duties within the Company shall require or recommend certification, licensure, or continuing
education to maintain licensure, then Company shall upon notice, allow time during business hours for the required activity and shall reimburse Employee for reasonable expenses associated therewith
including at least any registration fees, license fees, travel, lodging and per diem fees. 


6.  WORKING FACILITIES  


    Employee shall be furnished with such facilities, services, and supplies as are suitable and adequate for the performance of her duties under this Agreement. 


7.  EXPENSES  



    Employee shall be reimbursed by the Company for her reasonable expenses incurred in connection with her employment and which are related to and in furtherance
of the Company's business, in accordance with the general policy of the Company regarding reimbursement of expenses. 


8.  BENEFITS  


    Employee shall be entitled to all rights and benefits for which Employee is eligible under any employee-benefits plan, including pension, stock or stock
option, profit sharing, health (including medical and dental), and life and disability insurance plan, which the Company provides for its employees generally. The Company reserves the right to change
the benefits offered to employees at any time. 


9.  TERMINATION  


    Employee's employment with the Company shall be terminated upon the occurrence of any of the following events: 



	9.1
	Death
of Employee. In lieu of any other benefits which may be payable by the Company with respect to death, in the event of such death, the Salary payable hereunder shall continue
to be paid at the then current rate for three (3) months after the termination of employment. In the event of the death of Employee during the term of this Agreement, the sums payable hereunder
shall be paid to her personal representative;



	9.2
	Mutual
agreement of termination in writing between the Company and Employee;



	9.3
	Disability
of Employee that prevents her from performing the material and substantial duties of her position for a period of two (2) months. In such event, at the Company's
option, the Company shall give Employee not less than 30 days' written notice of termination of employment. Employee shall continue to render services to the Company (unless disabled) and shall
be paid her full salary as in effect at such time up to the date of termination. 



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Nothing
in this Agreement, however, shall limit or diminish the Company's obligations towards Employee with respect to the Americans with Disabilities Act of 1990, as amended, the Family and Medical
Leave Act of 1993, as amended, or any similar state laws. 



	9.4
	Written
notice by either party to the other terminating the employment of Employee as follows:



	a.
	Notice
of resignation by Employee to the Company, at least 30 days in advance;



	b.
	Notice
of termination of employment by the Company to Employee with cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment under
this Agreement upon Employee's: (a) willful breach of any of Employee's material obligations under this Agreement, which breach shall not have been remedied by Employee within ten
(10) days after the Company shall have given written notice to Employee of such breach, or which such breach shall have been repeated after lapse of such ten-day notice period;
(b) commission of an act which the Board of Directors of the Company shall reasonably have found to have involved willful misconduct or gross negligence on the part of Employee in the conduct
of her duties under this Agreement which
materially injures the Company or any of its subsidiaries or affiliates; (c) conviction of (or pleading nolo contendere to) any felony or any
misdemeanor involving moral turpitude which might, in the reasonable judgment of the Board of Directors of the Company, cause embarrassment to the Company or any of its subsidiaries or affiliates;
(d) commission of a material act of personal dishonesty or breach of fiduciary duty involving personal profit in connection with the Employee's employment by the Company; or (e) habitual
absenteeism, chronic alcoholism, drug abuse or other form of addiction which, in the reasonable judgment of the Board of Directors, impairs Employee's ability to perform her duties or injures the
Company.



	c.
	Notice
of termination of employment by the Company to Employee without cause or for good reason. For purposes of this Agreement, the Company will have terminated Employee's
employment with Company under the Agreement without cause or for"Good Reason" upon Company's: (a) financial inability to meet its financial obligations; (b) desire to terminate
Employee's employment for reasons other than for Cause as defined above in Section 9.4.c; (c) contemplation, consideration or execution of a financial or business agreement or
transaction that obligates Company to reduce costs or staff or Employee's employment; (d) termination of Employee's employment within 120 days of the date of a Change of Control of the
Company; or (e) failure to comply with the terms of this Agreement. In the event of termination of Employee's employment under this Agreement by Employer without cause or for Good Reason,
Employer shall pay within ten (10) days of such termination a severance payment equal to the compensation that would have been paid to Employee for an additional three (3) month period,
at the same rate of pay per month as if Employee's employment would not have been terminated. Employee's fringe benefits and other benefits that were provided to Employee under Section 8 of
this Agreement will be continued to the benefit of Employee during the three month period of compensation after termination without cause or for Good Reason. 







    Notwithstanding
any termination of this Agreement pursuant to Section 9, Employee shall remain bound by the provisions of Sections 10 and 11 below. 


10.  INVENTIONS  


    "Inventions" made or conceived entirely or partially by Employee while employed by the Company shall be the exclusive property of the Company. For the purposes
of this Agreement, the term 


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"Inventions" includes, without limitation, all creations, whether or not patentable or copyrightable, and all ideas, reports, or other creative works including, without limitation, therapies, genetic
engineering tools and methods, gene expression systems and diagnostics and therapeutic products derived therefrom, which relate to the existing or proposed business of the Company or to any other
business or research or development effort conducted by the Company. All of Employee's Inventions, whether or not copyrightable or patentable, will be works for hire. Employee will promptly disclose
each Invention to the Company in writing and cooperate with the Company to patent or copyright all Inventions by executing all documents tendered by the Company for the purpose of patenting or
copyrighting Employee's Inventions. This provision shall be construed in conformity with Chapter 49.44 of the Revised Code of Washington. This provision does not apply to an Invention for which no
equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time unless (i) the Invention relates directly to the
business of the Company, or to the Company's actual or demonstrably anticipated research or development, or (ii) the Invention results from any work performed by Employee for the Company. 


11.  NON-DISCLOSURE OF CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS  



	11.1
	Confidential Information. During the course of her employment, Employee will acquire knowledge of trade secrets and other
proprietary information of the Company ("Confidential Information") and may contribute to Confidential Information through inventions, discoveries, improvements or some other manner. Confidential
Information includes, but is not limited to, nonpublic information relating to the Company's business, operations, customers or technology, including customer lists, vendor lists, pricing or financial
information concerning the Company and its vendors and customers, trade secrets, data, documentation, concepts, techniques, processes, know-how, marketing information, designs, customer
information, cost data, price lists, and pricing policies. Confidential Information does not include information that is already public knowledge or which can be obtained by reference to public
sources. Employee recognizes that all Confidential Information is the property of the Company and agrees that, except as required by the duties of Employee's employment with the Company, Employee
shall never, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information obtained during Employee's employment with the Company without the prior written
consent of the Company. Employee acknowledges and agrees that the terms of this Section shall survive the termination of her employment with the Company.



	11.2
	Non-Competition. Employee further acknowledges that her position with the Company will give her a close knowledge of its
policies, business and trade secrets, and that Employee's continued and exclusive service to the Company under this Agreement is of a high degree of importance and confidentiality. Employee agrees
that for a period of one year after the termination of Employee's employment with the Company, Employee will not, directly or indirectly, be employed by, engage in, consult with, or own an equity
interest in any entity or activities competitive with the business engaged in by the Company during Employee's employment under this Agreement, without the written consent of the Company.



	11.3
	Solicitation. During the term of her employment with the Company and for the period of one year thereafter, Employee shall not:
(i) seek to persuade, directly or indirectly, any employee of the Company to discontinue that individual's employment with the Company, or seek to persuade any such employee to become employed
in any activity similar to or competitive with the activities of the Company, or (ii) directly or indirectly solicit from any person or entity who was a customer of the Company and with whom
Employee had business dealings on behalf of the Company during the one-year period prior to the termination of Employee's employment any business which is competitive with the business
activities of the Company, or cause or authorize such solicitation, for or on behalf of Employee or any third party. 



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	11.4
	Unfair Competition. Employee agrees that the provisions of Sections 10 and 11 of this Agreement are reasonably necessary to protect
the rights of the Company and to prevent unfair competition. The provisions of Sections 10 and 11 shall apply if Employee's employment is terminated at the end of the term of this Agreement or
otherwise. The period of the covenants contained in Sections 10 and 11 shall be extended by any period of time during which Employee is in violation of said covenants, if any.



	11.5
	Severability. The parties agree that the covenants set forth in Sections 10 and 11 of this Agreement, including, without limitation,
the scope, duration, and geographic extent of such restrictions, are fair and reasonably necessary for the protection of the Company's legitimate business interests. In the event a court or arbitrator
should decline to enforce any of such provisions, they shall be deemed to be modified to restrict Employee to the maximum extent which the court or arbitrator shall find enforceable.



	11.6
	Records. Upon termination of this Agreement, all documents, records, files, notebooks, and similar repositories containing the
information described in Sections 10 and 11 of this Agreement, including all copies, then in Employee's possession, whether prepared by Employee or others, shall be immediately returned to the Company
by Employee. 




12.  INJUNCTIVE RELIEF  


    Employee acknowledges that the breach or threatened breach of the nondisclosure, non-competition or other agreements contained in this Agreement
would give rise to irreparable injury to the Company, which injury would be inadequately compensable in money damages. The Company may, therefore, seek and obtain a restraining order or injunction
prohibiting the breach or threatened breach of any provision, requirement or covenant of this Agreement, in addition to and not in limitation of any other legal remedies that may be available. 



13.  MISCELLANEOUS  



	13.1
	Entire Agreement. This Agreement contains the entire agreement between the Company and Employee relating to the subject matter of
this Agreement. No modification of this Agreement shall be valid unless made in writing and signed by both parties.



	13.2
	Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and delivered personally
or sent by registered or certified mail, receipt return requested, to Employee at her residence or to the Company at its principal office.



	13.3
	Waiver. No waiver by the Company or Employee of any default or breach of any term, condition or covenant of this Agreement shall be
deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained in this Agreement.



	13.4
	Assignment and Successors. The rights and obligations of Employee under this Agreement are personal and may not be assigned to any
other person. This Agreement will bind and benefit any successor of the Company, whether by merger, sale of assets, reorganization or other form of acquisition, disposition or business reorganization.
In the event of Employee's death, any benefits due or to become due under this Agreement shall become a part of Employee's estate and shall be distributed to her personal representative.



	13.5
	Attorneys' Fees. In the event of any dispute relating to interpretation or enforcement of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and costs, whether or not a lawsuit, arbitration or other legal action is commenced.



	13.6
	Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 



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This
Agreement is effective as of the date first above written. 



	 	 	Phage Therapeutics, Inc. (PhageTx):	 	 
	

 	
 	

 	
 	

 
	 	 	Richard C. Honour

President & CEO	 	 
	

 	
 	

 	
 	

 
	 	 	/s/ RICHARD C. HONOUR   
Signature	 	 
	

 	
 	

 	
 	

 
	 	 	May 4, 2001
Date	 	 
	

 	
 	

 	
 	

 
	 	 	Employee (Employee):	 	 
	

 	
 	

 	
 	

 
	 	 	Lisa M. Goodrich, BS	 	 
	

 	
 	

 	
 	

 
	 	 	/s/ LISA M. GOODRICH   
Signature	 	 
	

 	
 	

 	
 	

 
	 	 	May 4, 2001
Date	 	 




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Exhibit 10.24


EMPLOYMENT AGREEMENT