Exhibit 10.1


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 THIS
AMENDED AND RESTATED AGREEMENT (the “Agreement”) is entered into effective as
of this 28th day of  March, 2007 (the “Effective
Date”), by and between Tapestry Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and Martin Batt (“Executive”). 
This Agreement amends, restates, and replaces in its entirety that
employment agreement previously entered into between Tapestry and Executive as
of October 28, 2005 (the “Original Agreement”).  Certain capitalized terms used in this
Agreement have the meaning set forth in Paragraph 17 of this Agreement.


RECITALS


A.            WHEREAS, Executive is currently
employed by the Company pursuant to the terms of an employment agreement dated
October 28, 2005;


B.            WHEREAS, the Company desires to
secure the continued services of Executive as an employee of the Company, and
to provide for certain compensation and benefit arrangements for Executive in
the event of Executive’s termination of employment under certain circumstances,
and Executive is willing to enter into this Agreement and perform such services;
and


C.            WHEREAS, the Company and Executive
desire to amend the terms of Executive’s employment on the terms set forth
herein;


NOW, THEREFORE, the Company and Executive hereby
amend, restate and replace the Original Agreement as follows:


TERMS AND CONDITIONS


In
consideration of the respective covenants and agreements of the parties
contained in this Agreement, the parties agree as follows:


                1.             Employment Services.  The Company hereby agrees to engage
Executive, and Executive hereby agrees to perform services for the Company, on
the terms and conditions set forth in this Agreement. The Company and Executive
agree that Executive will serve as an executive officer of the Company in the
position of Senior Vice President, Chief Operating Officer, or will have such
other executive title and such other executive duties, responsibilities and
authority as Executive and the Company may agree upon from time to time.  Executive will perform such services of an
executive and administrative character to the Company and its present or future
Subsidiaries consistent with the duties of the Company’s other executive
officers, as the Company’s Board of Directors (the “Board”) may from time to
time direct (the “Employment Services”) or the Bylaws of the Company may
provide.


2.             At-Will Employment.  The Company
hereby agrees that it shall not terminate or alter Executive’s employment status
such that Executive is no longer eligible to receive Company benefits without
Cause prior to April 15, 2006.  After
April 15, 2006, it is understood and agreed
by the Company and Executive that this Agreement does not 













contain
any promise or representation concerning the duration of Executive’s employment
with the Company. Executive specifically acknowledges that his employment with
the Company is at-will and may be altered or terminated by either Executive or
the Company at any time, with or without cause and/or with or without notice.  The nature, terms or conditions of Executive’s
employment with the Company cannot be changed by any oral representation,
custom, habit or practice, or any other writing.  In addition, that the rate of salary, any
bonuses, paid time off, other compensation, or vesting schedules are stated in
units of years or months or weeks does not alter the at-will nature of the
employment, and does not mean and should not be interpreted to mean that
Executive is guaranteed employment to the end of any period of time or for any
period of time. In the event of conflict
between this disclaimer and any other statement, oral or written, present or
future, concerning terms and conditions of employment, the at-will relationship
confirmed by this disclaimer shall control. 
This at-will status cannot be altered except in a writing signed by
Executive and approved by the Board of Directors of the Company (the “Board of
Directors”).


3.             Performance.


(a)  Executive shall report to the Chief Executive
Officer (or person acting in a similar capacity if the Company has no Chief
Executive Officer), and Executive shall devote his best efforts and his full
business time and attention to the business of the Company and its
Subsidiaries; provided, however, that upon prior agreement by the Chief
Executive Officer, and subject to the terms of this Agreement, Executive may
engage in independent activities in areas unrelated to the Company’s business
or the Company’s actual or demonstrably anticipated business; and provided,
further, that no such independent activities shall materially detract from the
essentially full time commitment of Executive to the business and affairs of
the Company. Executive shall perform his duties and responsibilities to the
best of his abilities in a diligent, trustworthy, businesslike and professional
manner.


(b)  Unless the Company and Executive otherwise
agree, Executive shall perform the Employment Services at the Company’s
executive offices and traveling on business as Executive and the Company shall
reasonably deem necessary.


4.             Compensation.


(a)  The Company will pay Executive for the
Employment Services a base salary (the “Base Salary”) at the annual rate of two
hundred seventy thousand dollars ($270,000) or such larger amount as the
Compensation Committee (or if the Board has no Compensation Committee at the
time, then the Board), in its discretion, may award to Executive.  Payment of the Base Salary shall be subject
to the customary withholding tax and other employment taxes as required with
respect to compensation paid by a corporation to an employee, and such salary
to be paid at such periods as salary is paid to other executive officers of the
Company.


(b)  Executive may receive an annual bonus in such
amount, if any, as the Compensation Committee (or if the Board has no Compensation
Committee at the time, then the 



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Board), in its discretion, may award to Executive,
based upon Executive’s and the Company’s performance during each year of employment.


(c)  The Executive may receive such stock options
(if any) during his employment as determined from time to time by the
Compensation Committee (or if the Board has no Compensation Committee at the
time, then the Board).


5.             Reimbursement
for Expenses.  The Company
shall promptly reimburse Executive for all reasonable out-of-pocket expenses
incurred by him in the course of performing his duties under this Agreement,
subject to the Company’s reasonable requirements with respect to reporting and
documentation of such expenses.


6.             Benefits.  Executive shall be entitled to those fringe
benefits offered by the Company to all employees and to participate in the
Company’s employee benefit programs 
available to other employees of the Company.  During the Executive’s employment, Executive
shall be entitled to eight weeks of paid vacation in accordance with the
Company’s policies.


7.             Termination.  Executive
has the right to terminate Executive’s employment with the Company at any time
for any reason or no reason whatsoever, with or with out cause or advance
notice.  Company has the right to
terminate Executive’s employment with cause at any time without advance
notice.  The Company hereby agrees that it shall not terminate or alter Executive’s
employment status such that Executive is no longer eligible to receive Company
benefits without Cause prior to April 15, 2006. 
Company has the right to terminate Executive’s employment without
cause or reason at any time after April 15, 2006.  Any termination by either party shall be pursuant
to the following:


(a)  Termination by Death or
Disability.  Subject to
applicable state or federal law, in the event that Executive shall die during
his employment hereunder or become permanently disabled, as evidenced by notice
to the Company and Executive’s inability to carry out his job responsibilities
for a continuous period of more than six months, Executive’s employment and the
Company’s obligation to make payments hereunder shall terminate on the date of
his death, or the date upon which, in the sole determination of the Board of
Directors, Executive has become permanently disabled, except the the Company
shall pay Executive any salary earned but unpaid prior to termination, any
benefits accrued prior to termination, all accrued but unused personal time,
and any business expenses that were incurred but not reimbursed as of the date
of termination. Vesting of any stock options granted to Executive shall cease
on the date of such termination.


(b)  Voluntary Resignation by
Executive.  In the event that
Executive voluntarily terminates his employment with the Company, the Company’s
obligation to make payments hereunder shall cease upon such termination, except
the Company shall pay Executive any salary earned but unpaid prior to
termination, any benefits accrued prior to termination, all accrued but unused
personal time, and any business expenses that were incurred but not reimbursed
as of the date of termination.  Vesting
of any stock options granted to Executive shall cease on the date of such
termination.



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(c)  Termination for Cause.  In the event that Executive is terminated by
the Company for Cause (as defined below), the Company’s obligation to make
payments hereunder shall cease upon the date of receipt by Executive of written
notice of such termination (the “Termination
Date”), except the Company shall pay Executive any salary earned but
unpaid prior to the Termination Date, any benefits accrued prior to
termination, all accrued but unused personal time and any business expenses
that were incurred but not reimbursed as of the date of termination.  Vesting of any stock options granted to
Executive shall cease on the Termination Date.


(d)  Termination by the Company
Without Cause or Resignation by Executive for Good Reason.  In the event Executive is terminated without
Cause or Resigns for Good Reason (as defined herein) and upon the execution of
a release by Executive in the form attached hereto as Exhibit A (“Release”) and
written acknowledgment of Executive’s continuing obligations under the
Proprietary Information Agreement, then the Company shall make the following
payments to Executive 195 days after such termination (or such longer period as
may be required by law), subject in each case to any applicable payroll or
other taxes required to be withheld: (i) 100% of Executive’s then effective Base
Salary;  and (ii) a lump sum amount in
cash equal to any accrued but unpaid salary through the date of termination and
unpaid salary with respect to any vacation days accrued but not taken as of
termination. The Company shall reimburse Executive for payments made by Executive
under C.O.B.R.A. for extension of health insurance coverage until the first to
occur of (x) the date of Executive’s re-employment and subsequent opportunity
to participate in any health insurance program, (y) eighteen months after such
termination date, or (z) Executive becomes eligible to participate in
Medicare/Medicaid.  Any stock options or
other equity awards which are not vested as of the date of termination shall
vest immediately upon the Termination Date.


(e)  Definition of “Cause.”  For purposes of this Agreement, “Cause”
shall mean (i) the conviction (or plea of nolo contendere) of a felony or a
crime involving moral turpitude or the commission of any other act which has an
adverse effect on the Company and which involves dishonesty, disloyalty or
fraud with respect to the Company or any of its Subsidiaries, or (ii) conduct
bringing the Company or any of its Subsidiaries into substantial public
disgrace or disrepute, including, without limitation, such conduct resulting
from repeated acts of alcohol or drug abuse, or (iii) continued failure by
Executive to substantially perform his duties as reasonably directed by the
Board after the Board has made a written demand for substantial performance
which specifically identifies the manner in which the Board believes that
Executive has not substantially performed his duties, or (iv) gross negligence
or misconduct not in good faith with respect to the Company or any of its
Subsidiaries that materially and adversely affects the Company, or (v) any other
material breach of this Agreement which, if in the sole determination of the
Board is curable,  is not cured within 15
days after Executive’s receipt of written notice thereof.


(f)  Definition of “Good Reason.”  For purposes of this
Agreement, “Good Reason” shall mean termination by Executive (i) within 90 days
after Executive has been assigned, after the date of this Agreement and without
Executive’s consent, to any duties substantially inconsistent with Executive’s
position, duties, responsibilities or status with the Company as contemplated
in Paragraph 1 of this Agreement; (ii) if Executive is required to regularly
perform the duties of Executive’s employment more than 50 miles from Boulder, 



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Colorado; (iii) upon a
material breach of this Agreement by the Company which is not cured within 30
days after the Company’s receipt of written notice thereof; or (iv) on or after
December 31, 2008. Executive shall provide written notice to the Company of any
and all grounds that Executive alleges constitute “Good Reason” and, with the
exception of subsection (iv), the Company shall have 30 days after receipt of
such written notice to cure any such alleged grounds for “Good Reason”.


(g)  Within seven months following any
termination of the Employment Period, and as of that date, the Company will
notify Executive of the itemized and aggregate cash value of the payments and
benefits, as determined under Section 280G of the Internal Revenue Code (the “Code”),
received or to be received by Executive in connection with the termination of
Executive’s employment (whether payable pursuant to the terms of this Agreement
or otherwise). At the same time, the Company shall advise Executive of the
portion of such payments or benefits which constitute parachute payments within
the meaning of the Code and which may subject Executive to the payment of
excise taxes pursuant to Section 4999 and the expected amount of such taxes
(such payments or benefits being hereinafter referred to as “Parachute Payments”).


(h)  If all or any portion of the payments or
benefits provided under this Agreement either alone or together with other
payments or benefits which Executive has received or is then entitled to
receive from the Company and any of its Subsidiaries would constitute Parachute
Payments, such payments or benefits provided to Executive pursuant to this
Agreement shall be reduced to the extent necessary so that no portion thereof
shall be subject to the excise tax imposed by Section 4999 of the Code; but
only if, by reason of such reduction, Executive’s net after tax benefit shall
exceed the net after tax benefit if such reduction were not made. “Net after
tax benefit” shall mean the sum of (i) the total amount payable to Executive
pursuant to this Agreement, plus (ii) all other payments and benefits which
Executive has received or is then entitled to receive from the Company and any
of its subsidiaries that would constitute a Parachute Payment, less (iii) the
amount of federal income taxes payable with respect to the payment and benefits
described in (i) and (ii) above calculated at the maximum marginal income tax
rate for each year in which such payments and benefits shall be paid to
Executive (based upon the rate in effect for such year as set forth in the Code
at the Termination Date), less (iv) the amount of excise taxes imposed with
respect to the payments and benefits described in (j) and (ii) above by Section
4999 of the Code.


For purposes of this Agreement,
Executive’s base amount, the present value of the Parachute Payments, the amount
of the excise tax and all other appropriate matters shall be determined by the
Company’s independent auditors in accordance with the principles of Section
280G of the Code and based upon the advice of tax counsel selected by the
Company, which tax counsel shall be reasonably satisfactory to Executive,
provided, however, that the applicable federal rate used for the purposes of
calculating the present value of the Parachute Payments shall be the federal
rate in effect on the date of this Agreement.


8.             Insurance.  The Company may, at its election and for
its benefit, insure Executive against accidental death, and Executive shall
submit to such physical examination and supply such information as may be
required in connection therewith.



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9.             Non-disclosure
of Confidential Information.


(a)  Unless
Executive first secures written consent from the Company pursuant to procedures
implemented by Company after the date hereof, Executive shall not disclose or
use at any time, any Confidential Information (as defined in Paragraph 17)
except to the extent Executive reasonably believes is necessary to disclose or
use such Confidential Information in performing the Employment Services.
Executive further agrees that Executive will use Executive’s commercial best
efforts to safeguard the Confidential Information and protect it against
disclosure, misuse, espionage, loss and theft, including, without limitation,
causing recipients of Confidential Information to enter into non-disclosure
agreements with the Company. Subject to the provisions of Paragraphs 10 and 13,
nothing herein shall be construed to prevent Executive from using Executive’s
general knowledge and skill after termination of this agreement, whether
Executive acquired such knowledge or skill before or during the his employment.


(b)  In the event the Company has entered into
confidentiality agreements with third parties (not including Company employees)
which contain provisions different from those set forth in this Agreement,
Executive agrees, in addition to the provisions of Paragraph 9(a), to comply
with any such different provisions of which Executive is notified by the
Company.


10.           Company
Ownership of Intellectual Property.  Executive hereby assigns to the Company all
right, title and interest in and to all Intellectual Property (as defined in
Paragraph 17) contributed to or conceived or made by Executive during the
Employment Period and prior to the Employment Period during the period
Executive was employed by or engaged in research or development activities for
or with the Company or its predecessors and affiliates (whether alone or
jointly with others) to the extent such Intellectual Property is not owned by
the Company as a matter of law. Executive shall promptly and fully communicate
to the Company all Intellectual Property conceived, contributed to or made by
Executive and shall cooperate with the Company to protect the Company’s
interests in such Intellectual Property including, without limitation,
providing assistance in securing patent protection and copyright registrations
and signing all documents reasonably requested by the Company, even if such
request occurs after Executive’s employment has terminated. The Company shall
pay Executive’s reasonable expenses of cooperating with the Company in protecting
the Company’s interests in such Intellectual Property unless the subject matter
of the requested cooperation is related to actions taken or failed to be taken
by Executive wrongfully or otherwise not in good faith.


11.           Executive’s
Rights.  Paragraph 10 of
this Agreement 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 Executive’s own time, unless (a) the invention relates
(i) to the business of the Company, or (ii) to the Company’s actual or
demonstrably anticipated material research or development, or (b) the invention
results from any work performed by Executive for the Company.


12.           Return
of Materials.  Upon termination
of Executive’s employment, regardless of reason,, or at any time reasonable
requested by the Company, Executive shall promptly deliver to the Company all
copies of Confidential Information in Executive’s possession and 



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control, including written records, manuals, lab notebooks,
customer and supplier lists and all other materials containing any Confidential
Information. If the Company requests, Executive shall provide written
confirmation that Executive has returned all such materials. Subject to the
provisions of this Agreement, including, without limitation, Paragraph 11,
notwithstanding anything in this Agreement to the contrary, upon termination of
employment, the Company, at Executive’s request, shall promptly return to
Executive any equipment or other materials owned by Executive then being used
by or then in the possession of the Company.


13.           Non-Competition.  Executive acknowledges and agrees that
Executive is considered to be part of the professional, managerial and
executive staff of the Company whose duties include the formulation and
execution of management policy, and that in the course of Executive’s duties,
Executive is permitted access to Intellectual Property, which includes, among
other things, trade secrets of the Company that the Company seeks to protect from
dissemination and disclosure. Executive acknowledges and agrees that during  Executive’s employment and for a period of one
year thereafter (the “Non-compete Period”), Executive will not, without the
prior written consent of the Company, directly or indirectly, provide products
or services substantially similar to the Employment Services to any business or
entity that provides or offers or demonstrably plans to provide or offer,
products or services that (i) are the same as or substantially similar to the
products or services provided by the Company at any time during his employment
with the Company, (ii) relate to the Company’s Intellectual Property (whether
the Company acquired such Intellectual Property pursuant to this Agreement or
otherwise), or (iii) relate to any subject matter of the Company’s actual or
demonstrably anticipated material research and development during Executive’s
employment with the Company, including without limitation, paclitaxel, taxanes
and any other compounds, within any geographical area in which the Company or
any of its subsidiaries provide or plan to provide such products or services.


14.             Non-Solicitation.  Executive acknowledges and agrees that
during the Non-compete Period, Executive will not (a) solicit, induce or attempt
to induce, directly or indirectly, any employee of the Company to leave the
employment of the Company to work for Executive or for any other person, firm
or corporation or (b) hire any employee of the Company.


15.           Acknowledgment
of Reasonableness.  Executive
acknowledges and agrees that the limitations set forth in Paragraphs 13 and 14
are reasonable with respect to scope, duration and geographic area and are
properly required for the protection of the legitimate business interest of the
Company.


16.           Further
Assistance.  During the
Non-compete Period, Executive will not make any disclosure or other
communication to any person, issue any public statements or otherwise cause to
be disclosed any information which is designed, intended or might reasonably be
anticipated to discourage any persons from doing business with the Company or
otherwise have a negative impact or adverse effect on the Company, except to
the extent such disclosure is required by law. During the Non-compete Period,
Executive will provide assistance reasonably requested by the Company in
connection with actions taken by Executive during the his employment with the
Company, including but not limited to assistance in connection with any
lawsuits or other claims against the Company arising from events during the Executive’s
employment with the Company, provided that the Company shall reimburse all
reasonable 



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expenses (including without limitation, reasonable
loss of compensation from other sources resulting from such assistance during
normal business hours).


17.           Certain
Definitions.


“Affiliate”
and “Associate” have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as in effect on the date of this Agreement (the “Exchange Act
Rules”), and “Beneficial Ownership” has the meaning ascribed to such term in
Rule 13d-3 of the Exchange Act Rules.


“Confidential Information”
means all information (whether or not specifically labeled or identified as
confidential), in any form or medium, that is disclosed to, or developed or
learned by Executive during the Employment Period and prior to the Employment
Period during the period Executive was employed by or engaged in research or
development activities for or with the Company or its predecessors and
affiliates or that relates to the business, products, services, customers,
research or development of the Company, its Subsidiaries, its Affiliates, or
third parties with whom the Company, its Subsidiaries or its Affiliates does
business or from whom the Company or its Affiliates receives information.
Confidential Information shall not include any information that (i) has become
publicly known through no wrongful act or breach of any obligation of
confidentiality, as evidenced by written records or documents; or (ii) was
rightfully received by Executive on a non-confidential basis from a third party
(provided that such third party is not known to Executive to be bound by a
confidentiality agreement with the Company or another party), as evidenced by
written records or documents.


“Intellectual Property”
means any idea, invention, design, development, device, method or process
(whether or not patentable or reduced to practice or including Confidential
Information) and all related patents and patent applications, any copyrightable
work or mask work (whether or not including Confidential Information) and all
related registrations and applications for registration, and all other
proprietary rights.


“Subsidiaries”
means any corporation of which the securities having a majority of the voting
power in electing directors are, at the time of determination, owned by the
Company, directly or through one of more Subsidiaries.


18.          Executive Representations.  Executive hereby represents and warrants to
the Company that (a) the execution, delivery and performance of this Agreement
by Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which he is bound, and (b) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the
valid and binding obligation of Executive, enforceable in accordance with its
terms.


19.          Company Representations.  The Company hereby represents and warrants to
Executive that (a) the execution, delivery and performance of this Agreement by
the Company does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which Company is a party or by which it is bound, and (b) upon the execution
and delivery of this Agreement by Executive, this Agreement 



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shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms.


20.          Severability and Modification.  If any provision of this Agreement shall be
held or declared to be illegal, invalid or unenforceable, such illegal, invalid
or unenforceable provision shall not affect any other provision of this Agreement,
and the remainder of this Agreement shall continue in full force and effect as
though such provision had not been contained in this Agreement. If the scope of
any provision in this Agreement is found to be broad to permit enforcement of
such provision to its full extent, Executive consents to judicial modification
of such provision and enforcement to the maximum extent permitted by law.


21.          Notices.  Except as otherwise expressly set forth in
this Agreement, all notices, requests and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be given (and, except as otherwise provided in this
Agreement, shall be deemed to have been duly given if so given) when delivered
if given in person or by telegram, three days after being mailed by first class
registered or certified mail, return receipt requested, postage prepaid, or one
day after being sent prepaid via reputable overnight courier to the parties at
the following addresses (or such other address as shall be furnished in writing
by like notice; provided, however, that notice of change of
address shall be effective only upon receipt):


Notices to Executive


Martin Batt

c/o Tapestry Pharmaceuticals, Inc.

4840 Pearl East Circle, Suite 300W

Boulder, Colorado 80301


Notices to Company


Tapestry Pharmaceuticals, Inc.

4840 Pearl East Circle, Suite 300W

Boulder, Colorado 80301

Attn VP, General Counsel


22.           Entire
Agreement.  This Agreement
contains the entire agreement between parties with respect to the subject
matter hereof and supersedes any previous understandings or agreements, whether
written or oral, regarding such subject matter.


23.           Governing
Law.  All questions
concerning the construction, validity and interpretations of this Agreement
will be governed by the internal law, and not the law of conflicts, of the
State of Colorado.


24.           Survival.  Paragraphs 6, 9, 10, 11, 12, 13, 14 and
16 and any other provision of this Agreement which by its terms could survive
termination of Executive’s employment shall 



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survive and continue in full force in accordance with
their terms notwithstanding any termination of employment of the Executive.


25.           Counterparts.  This Agreement may be executed in
separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement.


26.           Successors
and Assigns.  This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective successors and assigns; provided
that in no event shall Executive’s obligations under this Agreement be
delegated or transferred by Executive, nor shall Executive’s rights be subject
to encumbrance or to the claims of Executive’s creditors. This Agreement is for
the sole benefit of the parties hereto and shall not create any rights in third
parties other than Executive’s spouse or beneficiary as expressly set forth
herein.


27.           Remedies.
Except as otherwise provided in this Agreement, (i) each of the parties to this
Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights to which it may be entitled and
(ii) disputes under this Agreement not finally resolved in writing by the
parties within sixty days after one party gives notice in good faith to the
other party that a bona fide dispute exists shall be resolved pursuant to
binding arbitration conducted in Denver, Colorado in accordance with the rules
of the American Arbitration Association. The prevailing party in any such
arbitration shall be entitled to have its costs and expenses (including
reasonable attorney’s fees and expenses) relating to such arbitration paid by
the other party if the arbitrator(s) conducting such arbitration so determine.
Notwithstanding the foregoing, the parties agree and acknowledge that money
damages may not be an adequate remedy for breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement. The prevailing party in any suit shall be entitled
to recover reasonable attorneys fees and costs from the other party.


28.           Modifications
and Waivers.  No provision
of this Agreement may be modified, altered or amended except by an instrument
in writing executed by the parties hereto. No waiver by either party hereto of
any breach by the other party hereto of any term or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar terms or provisions at the time or at any prior or subsequent time.


29.           Headings.  The headings contained herein are solely
for the purpose of reference, are not part of this Agreement and shall not in
any way affect the meaning or interpretation of this Agreement.


30.           Notification
of Subsequent Employer.  Executive
agrees that the Company may present a copy of this Agreement to any third
party.



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31.           UNDERSTAND
AGREEMENT.  EXECUTIVE
REPRESENTS AND WARRANTS THAT (a) EXECUTIVE HAS READ AND UNDERSTOOD EACH AND
EVERY PROVISION OF THIS AGREEMENT, (b) EXECUTIVE HAS HAD THE OPPORTUNITY TO
OBTAIN ADVICE FROM LEGAL COUNSEL OF EXECUTIVE’S CHOICE, OTHER THAN COUNSEL TO
THE COMPANY (WHO IS NOT REPRESENTING THE EXECUTIVE), IN ORDER TO INTERPRET ANY
AND ALL PROVISIONS OF THIS AGREEMENT, (c) EXECUTIVE HAS HAD THE OPPORTUNITY TO
ASK THE COMPANY QUESTIONS ABOUT THIS AGREEMENT AND ANY OF SUCH QUESTIONS
EXECUTIVE HAS ASKED HAVE BEEN ANSWERED TO EXECUTIVE’S SATISFACTION, AND (d)
EXECUTIVE HAS BEEN GIVEN A COPY OF THIS AGREEMENT.


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on the day and
year first above written.


	
  

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Martin Batt

  
	
   

  	
  Martin Batt

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TAPESTRY PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kai P. Larson

  
	
   

  	
   

  	
  Kai P. Larson, Vice President, General Counsel

  



 



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