Vice President, Human Resources Employment Agreement

Exhibit 10.40


September 10, 2003


Ms. Laurie Torres

615 Church Street

Half Moon Bay, CA 94019


Dear Laurie:


On behalf of Protein Design Labs, Inc., I am pleased to extend to you an offer for the position of Vice President, Human Resources reporting to me, PDL's Chief Executive Officer. Of course, your appointment as an officer of PDL is subject to approval by PDL's Board of Directors.


The monthly salary for this position is $16,666.67 ($200,000.00/annually). We offer our employees an attractive benefits package, including a comprehensive medical policy and dental plan, as well as life insurance coverage.


In addition, PDL is prepared to offer you a hiring bonus of $35,000, plus an additional amount to compensate you for the tax liability you will incur as a result of receipt of the bonus such that the amount you will receive shall be $35,000 (the "Bonus Amount"). Such Bonus Amount shall be payable and included with your first paycheck from PDL. If you voluntarily terminate your employment with PDL or if your employment is involuntarily terminated for cause prior to your second anniversary with PDL, the $35,000 will be immediately due and payable to PDL as follows:


Termination prior to the first year anniversary


100% due and payable


Termination prior to the second year anniversary


50% due and payable


Termination following the second year anniversary


0% due and payable


Furthermore, in the event you move your primary ...