EXHIBIT 10.1(c)

                              EMPLOYMENT AGREEMENT
                              --------------------

            DR. STEPHEN H. IP AND AMERICAN BIOGENETIC SCIENCES, INC.
            --------------------------------------------------------


     AGREEMENT,  dated as of the  16th day of  December,  1996,  by and  between
AMERICAN BIOGENETIC SCIENCES,  INC., a Delaware  corporation,  having a place of
business at 1375 Akron Street,  Copiague, New York 11726 (hereinafter designated
and  referred to as  "Company"),  and Stephen H. Ip, Ph.D.  of 11 Singing  Hills
Circle, Sunbury,  Massachusetts 01776 (hereinafter designated and referred to as
"Employee").

     WHEREAS,  the Company  desires to employ the  Employee  in the  capacity of
Executive Vice President of the Company; and

     WHEREAS,  Employee is willing to accept such employment by the Company, all
in accordance with provisions hereinafter set forth.

     NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows:

     1.  Term:  The term of this  Agreement  shall be for a period  of three (3)
years commencing  January 1, 1997 and automatically  terminating on December 31,
1999 subject to earlier  termination  as provided  herein or unless  extended by
mutual  consent of both  parties in writing  four (4) months prior to the end of
the term of this  Agreement or any extension  thereof,  but nothing herein shall
require  the  Company  to  agree to any  specific  term or  condition  or to any
continuation of your employment beyond December 31, 1999.

     2. Employment: Subject to the terms and conditions and for the compensation
hereinafter set forth,  the Company employs the Employee for and during the term
of this  Agreement.  Employee is hereby employed by the Company as its Executive
Vice  President,  his  powers  and  duties  of an  executive  nature  which  are
appropriate  for an Executive  Vice  President  shall be determined  only by the
Chairman  of the  Board or the  Board of  Directors  or  their  duly  authorized
designee, from time to time; and the Employee does hereby accept such employment
and agrees to use his best efforts and to devote all his normal  business  time,
during the term of this Agreement,  to the performance of his duties faithfully,
diligently and to the best of his abilities upon the conditions  hereinafter set
forth. Employee shall report to the Chairman of the Board and Board of Directors
(collectively hereinafter referred to as the "Board") of the Company.

     3. Compensation:  During the term of this Agreement,  the Company agrees to
pay Employee, and Employee agrees to accept, an initial first year annual salary
of One  Hundred  and  Fifty  Thousand  Dollars  ($150,000.00)  per year less all
applicable taxes, payable every two weeks, for all services rendered by Employee
hereunder  including  being a Director of the Company if elected to the Board of
Directors. In addition, the Employee shall receive a one time sign on payment of
Twenty Five Thousand Dollars ($25,000) payable on July 1, 1997 provided Employee
is still an Employee and has not given notice of termination in accordance  with
Section 12[E]. The Employee shall be entitled to an annual bonus of up to twenty
percent (20%) of his annual salary based on goals mutually agreed to between the
parties.



                                        1

<PAGE>




     4.  Expenses:  The Company shall  reimburse  Employee,  not less often than
monthly,  for all reasonable  and actual  business  expenses  incurred by him in
connection  with  his  service  to  the  Company,  upon  submission  by  him  of
appropriate  vouchers  and  expense  account  reports.  Specially,  but  without
limitation,  Employee  shall be paid his  reasonable  expenses  on trips to Long
Island, New York.

     5.  Benefits:  In addition to the salary to be paid to Employee  hereunder,
the Company shall provide medical and dental insurance and allow the Employee to
participate in any  disability,  pension,  retirement or other  qualified  plans
adopted for the benefit of its employees,  and in accordance  with the Company's
Plan(s). The Employee shall be entitled to a two (2) weeks annual vacation.

     6. Extent of Service:  The Employee during the term of this Agreement shall
devote his full normal  business time,  attention and energy and render his best
efforts and skill to the business of the Company.

     7. Restrictive Covenant: (A) Employee acknowledges that (i) the business in
which the Company is engaged is intensely competitive and that his employment by
the Company will require  that he have access to and  knowledge of  confidential
information  of the  Company,  including,  but not  limited  to,  certain of the
Company's  confidential  plans for the creation,  acquisition  or disposition of
products,  expansion plans,  product  development  plans,  financial status, and
plans and personnel information and trade secrets, which are of vital importance
to the success of the Company's business; (ii) the direct or indirect disclosure
of any such confidential information to existing or potential competitors of the
Company  would place the Company at a competitive  disadvantage  and would cause
damage,  financial and otherwise,  to the Company's  business;  and (iii) by his
training,  experience and expertise, some of his services to the Company will be
special and unique.  (B) Employee agrees that, during the term of this Agreement
and if the Agreement is terminated by the Company for cause, for a period of one
(1) year  after the  termination  of this  Agreement,  he will not  directly  or
indirectly become affiliated as an officer, director,  employee or consultant or
as a substantial  security holder with any other company or entity in a business
which is directly  competitive  with any  business  then being  conducted by the
Company or its subsidiaries within the Continental United States or in countries
abroad  participating in the Company's  Global Network.  For the purpose hereof,
"substantial security holder" shall mean ownership,  directly or indirectly,  of
more than 5% of any class of securities of a company or partnership  interest in
any partnership.

     8. Discoveries, etc.:

     [A] The Company shall be the owner,  without further  compensation,  of all
rights of every kind in and with respect to any reports, materials,  inventions,
processes, discoveries,  improvements,  modifications, know-how or trade secrets
hereafter made, prepared, invented,  discovered,  acquired, suggested or reduced
to practice  (hereinafter  designated  and referred to as "Property  Rights") by
Employee in connection  with  Employee's  performance of his duties  pursuant to
this Agreement, and the Company shall be entitled to utilize and dispose of such
in such manner as it may determine.

     [B] The  Employee  agrees to and shall  promptly  disclose to the Board all
Property Rights (whether or not patentable) made,  discovered or conceived of by
him, alone or with others,  at any time during his employment  with the Company.
Any such Property Rights will be the sole and exclusive property of the Company,
and Employee will execute any assignments requested by the Company of his right,
title or interest in any such Property  Rights.  In addition,  the Employee will
also provide the Company with any other  instruments  or documents  requested by
the  Company,  at the  Company's  expense,  as may be  necessary or desirable in
applying for and obtaining patents with respect thereto in the United States and
all foreign


                                        2

<PAGE>



countries.  The  Employee  also  agrees to  cooperate  with the  Company  in the
prosecution  or  defense  of any  patent  claims or  litigation  or  proceedings
involving  inventions,  trade  secrets,   trademarks,   services  marks,  secret
processes,  discoveries  or  improvements,  whether or not he is employed by the
Company at the time.

     9. Confidential Information:  Employee recognizes and acknowledges that the
Company,  through the expenditure of considerable  time and money, will acquire,
has developed and will continue to develop in the future,  information,  skills,
confidential information,  know-how,  formulae,  technical expertise and methods
relating to or forming part of the  Company's  services and products and conduct
of its business,  and that the same are confidential  and  proprietary,  and are
"trade secrets" of the Company.  Employee understands and agrees that such trade
secrets  give or may give  the  Company  a  significant  competitive  advantage.
Employee  further  recognizes that the success of the Company depends on keeping
confidential  both the trade secrets already developed or to be acquired and any
future developments of trade secrets.  Employee understands that in his capacity
with the Company he will be entrusted  with knowledge of such trade secrets and,
in recognition of the importance  thereof and in consideration of his employment
by the Company  hereunder,  agrees that he will not,  without the consent of the
Board,  make any  disclosure of trade secrets now or hereafter  possessed by the
Company to any person, partnership, corporation or entity either during or after
the term hereunder,  except to such employees of the Company or its subsidiaries
or affiliates, if any, as may be necessary in the regular course of business and
except as may be required pursuant to any court order, judgment or decision from
any court of  competent  jurisdiction.  The  provisions  of this  Section  shall
continue  in full  force and  effect  notwithstanding  any  termination  of this
Agreement.

     10. Irreparable Harm:  Employee agrees that any breach or threatened breach
by Employee of provisions  set forth in Sections  seven (7),  eight (8) and nine
(9) of this Agreement,  would cause the Company irreparable harm and the Company
may obtain  injunctive  relief  against  such actual or  threatened  conduct and
without the necessity of a bond.

     11.  Return  of  Company  Property:  Employee  agrees  that  following  the
termination of his  employment  for any reason,  he shall return all property of
the Company which is then in or thereafter comes into his possession, including,
but not limited to, documents, contracts, agreements, plans, photographs, books,
notes, electronically stored data and all copies of the foregoing as well as any
other materials or equipment supplied by the Company to the Employee.

     12. Termination:

     [A]  Death:  In the event of the  Employee's  death  during the term of his
employment,  this Agreement shall automatically  terminate on the date of death,
and  Employee's  estate shall be entitled to payment of Employee's  salary until
date of death.

     [B] Disability:  In the event the Employee, by reason of physical or mental
incapacity,  shall be  disabled  for a period  of at least  two (2)  consecutive
months  in any of the  years of this  Agreement  or any  extension  hereof,  the
Company shall have the option at any time  thereafter,  to terminate  Employee's
employment and to terminate this Agreement; such termination to be effective ten
(10) days after the Company  gives  written  notice of such  termination  to the
Employee, and all obligations of the Company hereunder shall cease upon the date
of such termination. "Incapacity" as used herein shall mean the inability of the
Employee to perform his normal duties as Executive Vice President.

     [C] Company's Rights To Terminate This Agreement:



                                        3

<PAGE>



          [a] The Company  shall have the right,  before the  expiration  of the
term of this  Agreement,  to terminate this Agreement and to discharge  Employee
for cause (hereinafter "Cause"), and all compensation to Employee shall cease to
accrue  upon  discharge  of the  Employee  for Cause.  For the  purposes of this
Agreement,  the term  "Cause"  shall mean the  Employee's  (i)  violation of the
Company's  written  policy or  specific  written  directions  of the Board which
directions are consistent  with normally  acceptable  business  practices or the
failure to  observe,  or the  failure or  refusal  to  perform  any  obligations
required to be performed in accordance  with this  Agreement.  (ii) admission or
conviction of a serious crime involving moral turpitude or (iii) if the Chairman
of the Board  determines  that  employee has  committed a  demonstrable  act (or
omission) of malfeasance  seriously detrimental to this Company (which shall not
include  any  exercise  of  business  judgment  in good faith or any  illegal or
unethical act).

          [b] If the Company,  elects to  terminate  Employee's  employment  for
Cause,  under  Section 12 [C]  [a](i),  the Company  shall  first give  Employee
written notice and a period of thirty (30) days to cure such Cause,  and if such
Cause is not cured in said thirty (30) days, such termination shall be effective
five (5) days after the Company gives written notice of such  termination to the
Employee.  In the event of a termination of the Employee's  employment for Cause
in accordance  with the  provisions of Section 12  [C][a][b](ii)  or (iii),  the
Company shall have no further obligation to the Employee, except for the payment
of salary through the date of such termination from employment.

     [D] Termination Without Cause by the Company:

          [a] The  Company  shall  have the  right to  terminate  the  Agreement
without cause on thirty (30) days' written notice to the Employee.

          [b] In the event the Agreement is terminated pursuant to subsection 12
[D][a],  the Company shall pay the Employee his then existing  compensation  for
one (1) year  payable  monthly  commencing  with the day  following  the day the
notice becomes  effective and Employee shall be available for on call consulting
services  during such one year period at no additional  compensation.  If during
such one year period Employee  enters into a full time  employment  relationship
with a third  party then (i) no further  compensation  shall be due to  Employee
hereunder  and (ii)  Employee  shall no longer be  required  to  provide on call
consulting services.

     [E] Termination Without Cause by the Employee:

          Employee  after  July 1,  1997 may give the  Company  sixty  (60) days
written notice of termination under this Agreement without cause.


     13.  Travel:  Employee  agrees to work out of the offices of the Company in
Boston,  Massachusetts  and  spend so much of his  normal  business  time at the
facilities  of the Company at  Copiague,  New York,  as is necessary to properly
fulfill his duties as its Executive Vice President.  Employee agrees to relocate
if so  required  and  relocation  expenses  shall  be  paid by the  Company.  In
addition,  the Employee  agrees that to the extent required he shall travel both
domestically and internationally for the Company.

     14. Waiver: Any waiver by either party of a breach of any provision of this
Agreement  shall not operate as or be  construed as a waiver of any other breach
or default hereof.

     15.  Governing  Law:  The  validity  of  this  Agreement  or of  any of the
provisions  hereof shall be  determined  under and  according to the laws of the
State of New York, and this Agreement and its provisions


                                        4

<PAGE>



shall  be  construed  according  to the laws of the  State  of New York  without
reference to its choice of law rules.

     16. Notice:  Any notice  required to be given pursuant to the provisions of
this  Agreement  shall be in writing and by  registered  or  certified  mail and
mailed to the following addresses:

             Company:      American Biogenetic Sciences, Inc.
                           1375 Akron Street
                           Copiague, New York 11726
                           Attention: Alfred J. Roach
                           Chairman and CEO
      
             Employee:     Stephen H. Ip, Ph.D.
                           11 Singing Hills Circle
                           Sunbury, Massachusetts 01776

     17. Assignment: The Employee's assignment of this Agreement or any interest
herein,  or any  monies  due or to become  due by  reason  of the terms  hereof,
without the prior written  consent of the Company shall be void.  This Agreement
shall be binding upon the Company,  its successors  (including any transferee of
the good will of the Company) or assigns.

     18. Miscellaneous: This Agreement contains the entire understanding between
the  parties  hereto and  supersedes  all other oral and written  agreements  or
understandings  between them. No  modification  or addition  hereto or waiver or
cancellation  of any provision  shall be valid except by a writing signed by the
party to be charged therewith.

     19.  Obligations  of a Continuing  Nature:  It is expressly  understood and
agreed that the covenants,  agreements and restrictions undertaken by or imposed
on Employee  hereunder,  which are stated to exist or continue after termination
of Employee's employment with the Company, shall exist and continue.

     20. Severability:  Employee agrees that if any of the covenants, agreements
or  restrictions  on the part of Employee are held to be invalid by any court of
competent  jurisdiction,  such  holding  will not  invalidate  any of the  other
covenants,  agreements  and/or  restrictions  herein  contained and such invalid
provisions shall be severable so that the invalidity of any such provision shall
not  invalidate  any  others.  Moreover,  if any one or  more of the  provisions
contained  in  this  Agreement  shall  be  held to be  excessively  broad  as to
duration,  activity or subject,  such provisions  shall be construed by limiting
and  reducing  them so as to be  enforceable  to the maximum  extent  allowed by
applicable law.

     21. Representation:  Employee represents and warrants that he has the legal
right to enter into this Agreement and to perform all of the  obligations on his
part to be performed hereunder in accordance with its terms and that he is not a
party to any agreement or  understanding,  written or oral,  which  prevents him
from  entering  into  this  Agreement  or  performing  all  of  his  obligations
hereunder.  In the event of a breach of such  representation  or warranty on his
part or if there is any other legal  impediment which prevents him from entering
into this Agreement or performing all of his obligations hereunder,  the Company
shall have the right to  terminate  this  Agreement in  accordance  with Section
12[C][a];  in which event the "Cause" shall not be deemed  curable under Section
12[C][b],  and  Employee  will save  harmless  the Company in the event of legal
action by former employers for injunction relief or damages.



                                        5

<PAGE>


     22. Stock Option:  Employee and the Company agree to execute a stock option
agreement  that Employee  shall have a right to purchase an aggregate of 200,000
shares of Class A Common Stock of the Company in  accordance  with the Company's
Stock Option Plan  ("Plan"),  exercisable at the rate of 33 1/3% after the first
year and 16 2/3% for each six months thereafter. The options will be exercisable
at the average of the  closing bid and asked  prices of such shares on the first
business day after the commencement date of this Agreement.  The options will be
subject  to all of the  terms and  conditions  of the Plan and  Employee  hereby
agrees to all such terms and conditions.

     23. Descriptive  Headings.  The headings contained herein are for reference
purposes only and shall not in any affect the meaning or  interpretation of this
Agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

                                          AMERICAN BIOGENETIC SCIENCES, INC.


                                          By:/s/Alfred J. Roach
                                             ---------------------
                                             Alfred J. Roach
                                             Chairman and CEO


                                          By:/s/ Stephen H. Ip
                                             --------------------
                                             Stephen H. Ip, Ph.D.
                                             Employee






                                        6