develop our anticancer therapeutic candidates

Exhibit 10.10A

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) effective as of this 1^st day of February, 2000, and entered into by and between Therapeutic Genomics, Inc., a Delaware corporation with a place of business at 9700 Great Seneca Highway, Rockville, Maryland 20853 (“TGI”) and Bradley G. Lorimier, an individual with an address at 7807 Fox Gate Court, Bethesda, Maryland 20817 (“Consultant”).

WHEREAS, TGI is in the business of discovering genetic targets for cancer drug discovery and discovering and developing such cancer drugs; and

WHEREAS, Consultant is desirous of providing consulting services to TGI; and

WHEREAS, TGI is desirous of retaining Consultant.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the parties hereby agree as follows:

1. Engagement. TGI hereby appoints Consultant, and Consultant hereby accepts such appointment, upon the terms and conditions set forth herein.

2. Services. The nature of the services to be provided by Consultant and the compensation Consultant shall receive from TGI are set forth in Exhibit A, attached and incorporated herein by reference.

3. Term. The term of this Agreement shall commence on the 1^st day of February, 2000 and shall continue until the 31^th day of January, 2003 or until terminated as set forth below.

4. Independent Contractor. The parties expressly intend and agree that Consultant is acting as an independent contractor and not as an employee of TGI. Under no circumstances shall Consultant look to TGI as his employer, or as a partner, agent, or principal. Consultant will determine the method, details and means of performing the services for TGI subject to TGI approval.

5. Confidentiality. As a condition of this Agreement, Consultant will enter into a Confidentiality Agreement with TGI attached hereto as Exhibit A and incorporated herein by this reference.

6. Termination.

6.1 Termination. Either party may terminate this Agreement at any time by giving ninety (90) days written notice to the other party. In the event of the termination of this Agreement in accordance with the provisions of this Section 6.1, no payments made to Consultant shall be refunded or returned, and all payments due through the end of the 90-day period shall be made promptly.

6.2 Remedies Upon Breach. In the event of any breach of this Agreement by either party, the other party shall have the right to terminate the Agreement by thirty (30) days written notice to the breaching party. Such party shall also be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to enjoin the breaching party from violating any of the terms of this Agreement, to enforce by specific performance any of the terms of this Agreement, and to obtain damages, or any of these aforementioned remedies, but nothing herein contained shall be construed to prevent such remedy or combination of remedies as such party may elect to invoke. The failure of a party to promptly institute legal action upon breach of this Agreement shall not constitute a waiver of that or any other breach hereof.

6.3 Return of Materials at Termination. In the event of any termination of Consultant’s appointment, with or without cause, Consultant shall promptly deliver to TGI any and all materials, property, documents, data, and all other information belonging to TGI or pertaining to proprietary information of TGI, whether prepared by TGI of Consultant. Consultant shall not take any materials, property, documents or other information, or any reproduction or excerpt thereof, belonging to TGI or pertaining to any proprietary information of TGI.

7. General Provisions.

7.1 Entire Agreement. This Agreement constitutes the entire and exclusive Agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, representations and understandings of the parties with respect thereto.

7.2 Amendments. No Amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto.

7.3 Severability. If any provision of this Agreement shall be held illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

7.4 Waiver. The failure of any party hereto to insist upon strict compliance of any provision of this Agreement or to exercise any right hereunder will not constitute a waiver of that provision or right.

7.5 Representations and Warranties. Consultant represents and warrants that to the best of his knowledge he is permitted to enter into this Agreement and perform the obligations contemplated thereby and that this Agreement and the terms and obligations thereof are not inconsistent with any obligation he may have.

7.6 Confidential Information. Consultant represents and warrants and agrees that he can and will perform the services required by this Agreement without disclosing or using any confidential information and/or proprietary Information of a third party.

7.7 Successors and Assigns. The lights and obligations of TGI under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of TGL. Consultant shall not be entitled to assign any of Consultant’s rights or obligations under this Agreement.

7.8 Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and if required by TGI, agrees to provide TGI with proof of said payment.

7.9 Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of Maryland without giving effect to its conflict of laws principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the effective date set forth above.

Exhibit A

Nature of Services:

Compensation:

Exhibit B
To Consulting Agreement Between
Therapeutic Genomics, Inc. and Bradley G. Lorimier

CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS AND NON-
COMPETITION AGREEMENT FOR CONSULTANT LORIMIER

     This Confidentiality, Assignment of Inventions and Non-Competition Agreement is made as of the___________________ day of February, 2000 by and between Therapeutic Genomics, Inc., a Delaware corporation (Company), and Bradley G. Lorimier (Consultant).

     WHEREAS, the Consultant is a consultant of the Company; and

     WHEREAS, the Company has developed, and the Company and/or Consultant may continue to develop during the period Consultant is retained by the Company, certain Proprietary Information, Inventions and Intellectual Property (as those terms are hereinafter defined), that the Company wishes to protect and maintain as confidential; and

     WHEREAS, the Company from time to time has received, and may continue to receive during the period Consultant is so retained by the Company, the Proprietary Information of others, and the Company wishes, and is (in certain circumstances) contractually obligated, to maintain the confidentiality of such Proprietary Information; and

     WHEREAS, the Company has developed, and will continue to develop during the period Consultant is so retained by the Company, goodwill by, among other things, substantial expenditure of money and effort;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and undertakings contained in this agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT IS AGREED:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

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confidential information obtained by or given to the Company about or belonging to its suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others.

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        Executed under seal as of the date first above written.

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