Vice President, Finance Employment Agreement

Exhibit 10.11


December 23, 1998


Richard P. Shea 52 Margin St. Cohasset, MA 02025


tel: (781) 383-2384


Dear Rick:


On behalf of VARIAGENICS, I am writing to formally extend to you an offer of employment in the position of Vice President, Finance. In addition to the formal Letter Agreement which is attached, I wanted to communicate to you our sense of the Company's opportunity and your role in shaping our future.


VARIAGENICS' mission is the development of novel pharmaceutical products targeted to the normal genetic variance of human populations. Through our marketing alliance with Quintiles (and others), and through direct marketing of our technologies, capabilities, and intellectual property to biopharmaceutical companies, we expect to continue building a position of leadership in the application of genomics to drug development and we expect to profit both from providing contract pharmacogenomic services, and from participating in the successful development of new pharmaceutical products.


Our vision is for a Company that is not only a leader in innovative strategies for drug development, but also a leader in innovative business practices that optimize the return to our shareholders and employees. To this end, we must function as a multi disciplinary team. We believe you can contribute substantially to the success of the Company, and are looking forward to having you join this team.


Specifically, your roles and responsibilities will be:


(1) Manage the Company's finances including accounting, purchasing, accounts
receivable, audit, leases, and investments. Ensure that the Company
maintains best practices in all of our financial practices including
implementation of project-based cost accounting and reimbursement
procedures and management information systems.


(2) Manage the Company's corporate documents, stock issuances, and
communication with shareholders as Secretary of the Corporation.


(3) Participate with the Company's Business Development and Marketing teams to
complete corporate alliances and sales of the Company's products.
Responsibilities may include cost analysis, financial projections, and
negotiations on the financial terms of agreements.


(4) Participate with the President & CEO to complete corporate financings.
Responsibilities may include developing strategy, preparing financial
projections and business plans, building relationships with investment
banks, investors, and financial analysis, and representing the Company at
meetings and conferences.


Richard Shea December 23, 1998 Page 2


(5) Manage Operations (with Eleonora Brown, Director of Operations) including
facilities, human resources, and administration.


Your direct reports at this time will be Eleonora Brown, Director of Operations and Kathy Kreiter, Controller.


I have attached several documents related to your employment at VARIAGENICS:


A "Terms and Conditions" Agreement describing the standard terms of
employment at VARIAGENICS.


An "Invention and Non-Disclosure Agreement" required of all employees.


A draft Stock Option Agreement. (The formal agreement requires board
approval.) As we discussed, I will propose to the Board that vesting of
options be accelerated upon acquisition of the Company.


Please review these documents and contact Becky Levin or myself with any questions. I look forward to completing these agreements and welcoming you onto our team. Best wishes.


Sincerely,


/s/ Fred D. Ledley, M.D.


Fred D. Ledley, M.D. President & CEO


VARIAGENICS, INC.


TERMS AND CONDITIONS


The following are the terms and conditions of your employment with VARIAGENICS, INC.


1. Position.


The Company agrees to employ you in the position of Vice President, Finance and Administration. You will report initially to Fred D. Ledley, M.D., President & Chief Executive Officer. As you progress with the Company, your position and location are subject to change at the sole discretion of the Company. Should you be promoted or reassigned to functions other than your present functions, the terms of this agreement and the other agreements incorporated herein shall continue to apply in full force.


During your employment, you shall devote your full business time and energies to the affairs of VARIAGENICS, and shall not undertake any other employment or accept financial remuneration outside your business time from any person or entity in the biotechnology industry, without the expressed written consent of the President and Chief Executive Officer.


2. Starting Date/Nature of Relationship.


It is expected that your employment will start on or before February 2, 1999. We expect that your performance will be reviewed at least annually around the anniversary of your start date. These terms and conditions shall not 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.


3. Compensation.


(a) Your initial gross salary will be $150,000 with performance based bonuses
of $30,000 paid upon completion of mutually agreed milestones. Payroll is
currently paid biweekly.


(b) You will be offered an agreement entitling you to purchase 40,000 shares
of VARIAGENICS, INC. common stock for $0.64 per share. Of these, 20% shall
vest after one year, and the remainder shall vest monthly over the ensuing
48 months, 1/60 of the total each month, pursuant to a "Stock Option
Agreement" substantially in the form of the document attached hereto as
Exhibit A.


(c) The Company may from time to time authorize bonuses comprising cash and/or
additional stock options. You will be eligible for consideration of such
bonuses based on your annual performance review, team performance, and the
Company's overall financial condition.


Terms and Conditions Page 2


(d) The Company shall reimburse you for all reasonable and necessary expenses
incurred or paid by in connection with, or related to, the performance of
services to the Company in accordance with Company policies in effect from
time to time.


4. Benefits.


As a full-time employee of the Company, you are entitled to receive such benefits as are generally provided other full-time Company employees at your level in accordance with the policies in effect. The Company currently provides the following benefits: (i) comprehensive health insurance, (ii) dental insurance, (iii) life insurance, (iv) short term disability insurance, (v) long term disability insurance, (vi) three weeks paid vacation (accrued on a monthly basis), (vii) four floating holidays, (viii) six fixed holidays, and (ix) either free parking near the Company or a T pass. The Company reserves the right to change, add or cease any particular benefit without notice at its sole discretion.


5. Confidentiality.


The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to an "Invention and Non-Disclosure Agreement" substantially in the form of the document attached hereto as Exhibit B.


6. Workplace.


The Company considers the safety and quality of the workplace to be very important. You are expected to be familiar with, and abide by, the Company's safety policies. You are also expected to contribute to creating a working environment that is both conducive to fostering the ...