EXHIBIT 10.18
AMENDMENT TO EMPLOYMENT
AGREEMENT
T HIS A MENDMENT TO E MPLOYMENT A GREEMENT (the “Amendment” ) is
made and entered into as of February 3, 2009 by and between
TorreyPines Therapeutics, Inc. (the “ Parent
” ), Parent’s subsidiary, TPTX, Inc. (
“TPTX” ) and E
VELYN G RAHAM (
“Executive” ). As used in this Amendment,
references to the “Company” shall include
the Parent and TPTX, as appropriate. Capitalized terms used but not
defined herein shall have the meaning assigned to them in the
Agreement (as defined below).
R ECITALS
W HEREAS , the Company and Executive previously entered
into that certain Amended and Restated Employment Agreement dated
as of September 1, 2008 (the
“Agreement” ); and
W HEREAS , the parties desires to amend the Agreement as
set forth below.
N OW ,
T HEREFORE
, in consideration for the foregoing premises and
the mutual covenants and conditions set forth below, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
A MENDMENT
1. Section 4.4.2.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
“The Company shall continue to
pay the Executive’s base salary during the period following
the termination or resignation of the Executive for a period equal
to twelve (12) months (the “Compensation Severance
Period” ). Such severance payments shall be subject
to standard deductions and withholdings and paid in accordance with
the Company’s regular payroll policies and practices. For
purposes of calculating the amount to be paid pursuant this
Section 4.4.2.1, the Company shall use the Executive’s
base salary in effect on the date of such termination or
resignation, but determined prior to a
