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Exhibit 10.85
March 8, 2001
Xxxx Xxxxxx
0000X Xxxxx Xxxxxx Xx.
Xxxxxxxx, XX 00000
Re: Amendment to Severance Benefits Agreement
Dear Xxxx:
This amendment (the "Amendment") to the Severance Benefits Agreement (the
"Agreement") dated May 4, 2000 by and between EPIMMUNE INC. (the "Company"), and
XXXX XXXXXX (the "Employee") is entered into as of March 8, 2001 (the "Amendment
Date").
1. The Company agrees that the paragraph on page 3 of the Agreement which
formerly read:
If, within 365 days following the occurrence of a Change in Control,
your employment is involuntarily terminated without Cause or you
voluntarily terminate your employment for Good Reason, then (1) within
30 days of such termination you will receive a lump-sum payment equal to
six months of base salary subject to any applicable withholding of
federal, state or local taxes and (2) the vesting of any stock option
for Company stock and the time during which such option may be exercised
immediately will be accelerated as to 50% of the then unvested shares.
is hereby amended and restated as follows:
If, within 365 days following the occurrence of a Change in Control,
your employment is involuntarily terminated without Cause or you
voluntarily terminate your employment for Good Reason, then (1) within
30 days of such termination you will receive a lump-sum payment equal to
twelve (12) months of your then current base salary subject to any
applicable withholding of federal, state or local taxes and (2) the
vesting of any stock option for Company stock and the time during which
such option may be exercised immediately will be accelerated as to 100%
of the then unvested shares, so that all such unvested shares will be
immediately vested and exercisable as of the date of termination.
2. Except as specifically amended by this Amendment, the terms and
conditions of the Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of California.
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4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
EPIMMUNE INC.
Xxxxxx De Vaere
Chief Financial Officer
Agreed and Accepted:
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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