Vice President, Business Development Employment Agreement

EXHIBIT 10.24


September 5, 2001


Joseph S. Mohr 47 Beach Plum Lane Scituate, MA 02066


Dear Jay,


I am pleased to confirm our offer of employment for the position of Vice President, Business Development & Marketing, initially reporting to Taylor J. Crouch, President & CEO. Your start date will be on or around October 1, 2001.


Your gross biweekly base salary will be nine thousand thirty-eight and 47/100 (9,038.47) dollars which if annualized equals two hundred thirty-five thousand and no/100 (235,000.00).


a. You will be offered a Stock Option Agreement entitling you to
purchase one hundred thousand (100,000) shares of Common Stock of
Variagenics, Inc., subject to the approval of the Company's Board of
Directors. Your right to exercise these options will vest 12/48 of
the amount 12 months after your full-time starting date and 1/48 of
the amount vesting monthly thereafter for thirty-six (36) months.


b. You will receive a sign-on bonus in the net amount of $20,000 which
is payable ninety (90) days after your date of hire. The amount of
this bonus is a net amount, i.e. after deduction of any applicable
taxes at statutory rates.


c. You will be eligible for a performance based bonus of up to thirty
(30) percent of your base salary. These bonuses are typically payable
at the end of the calendar year. For calendar year 2001, you will
receive a minimum of thirty-five thousand two hundred fifty and
no/100 (35,250.00) dollars.


d. Your employment status is as an "Employee at Will", which means that
you or the Company may terminate your employment at any time and for
any reason. In the event your employment is terminated by the Company
"without cause", your base salary will be continued for a maximum of
six (6) months.


e. The Company may from time to time authorize bonuses comprising cash
and/or additional stock options based on your annual


performance review, review of team performance and the Company's
overall financial condition.


As an employee, you are entitled to receive such benefits as are generally provided to Variagenics' employees in accordance with plan documents and policies in effect from time to time. The Company reserves the right to change, add or cease any particular benefit without notice at its sole discretion. During your first week of employment you will be provided with details on the benefits programs available to you. A summary overview of the benefits has been provided to you.


As part of this offer, you will be required to sign an "Invention and Non-Disclosure Agreement" as well as a Non-Compete and Non-Solicitation which are attached to this letter.


Of course, no provision of this letter shall be construed to create an express or implied employment contract for a specific period of time. Either you or the Company may terminate the employment relationship at any time for any reason with or without notice.


On your first day, please plan on arriving by 9:00 a.m. and ask for Human Resources. In keeping with federal regulations, we require proof of your eligibility to work in the United States. Please find enclosed a list of acceptable documents or forms of identification.


This offer of employment will expire on Friday, September 14, 2001, unless accepted by you prior to such date.


Jay, I look forward to welcoming you to our team. If you have any questions, please feel free to contact me at 617 588 5315.


Sincerely yours,


/s/ Mary A. McWeeney


Mary A. McWeeney Senior Director, Human Resources


VARIAGENICS, INC.


INVENTION AND NON-DISCLOSURE AGREEMENT


This agreement is made between VARIAGENICS, INC., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the "Company"), and Joseph S. Mohr (the "Employee"). In consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee agree as follows:


1. PROPRIETARY INFORMATION


(a) The Employee agrees that all information, whether or not in writing, of
a private, secret or confidential nature concerning the Company's
business, business relationships or financial affairs (collectively,
"Proprietary Information") is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary
Information may include inventions, products, processes, methods,
techniques, formulas, compositions, compounds, projects, developments,
plans, research data, clinical data, financial data, personnel data,
computer programs, customer and supplier lists, and contacts at or
knowledge of customers or prospective customers of the Company. The
Employee will not disclose any Proprietary Information to any person or
entity other than employees of the Company or use the same for any
purposes (other than in the performance of his/her duties as an employee
of the Company) without written approval by an officer of the Company,
either during or after his/her employment with the Company, unless and
until such Proprietary Information has become public knowledge without
fault by the Employee.


(b) The Employee agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, laboratory notebooks, program
listings, or other written, photographic, or other tangible material
containing Proprietary Information, whether created by the Employee or
others, which shall come into his/her custody or possession, shall be
and are the exclusive property of the Company to be used by the Employee
only in the performance of his/her duties for the Company. All such
materials or copies thereof and all tangible property of the Company in
the custody or possession of the Employee shall be delivered to the
Company, upon the earlier of (1) a request by the Company or (2)
termination of his/her employment. After such delivery, the Employee
shall not retain any such materials or copies thereof or any such
tangible property.


(c) The Employee agrees that his/her obligation not to disclose or to use
information and materials of the types set forth in paragraphs (a) and
(b) above and his/her obligation to return mater ...