Vice President of Finance Employment Agreement

Exhibit 10.24


[ACTIVBIOTICS LOGO]


March 12, 2002


James L. Warren 48 Groton Road N. Chelmsford, MA 01863


Dear Jim,


I am pleased to offer you the position of VICE PRESIDENT OF FINANCE AND ADMINISTRATION AND CHIEF FINANCIAL OFFICER with ActivBiotics, Inc., with a start date of March 18, 2002.


Your annual base salary will be $190,000 payable in bi-weekly installments of $7916.67. You will also be eligible for the company stock option program, with an initial grant of 400,000 shares. This award is subject to a vesting schedule of 25% per year for four years, and will have an exercise price of $.10 per share. Jim, this award represents an important equity position in ActivBiotics, and we look forward to working together to continue build the value of this company. You will also participate in our bonus program, eligible to earn an additional $25,000 and 25,000 stock options. This bonus payout will be determined by your individual performance against agreed upon objectives, as well as company and management team performance against objectives.


Your first 90 days of employment at ActivBiotics are considered an orientation period, and your performance will be reviewed at the conclusion of this period. After 12 months in the position, you will receive a complete performance review, and you will be eligible for a salary review. This position reports to Chalom Sayada, Chief Executive Officer.


You wil1 also receive the following additional employee benefits when they become generally available:


- - Health and dental insurance


- - Long and short term disability insurance


- - 8 fixed and 4 floating holidays


- - 401K retirement plan


- - Direct deposit of payroll (OPTIONAL)


- - Section 125 plan, allowing pre-tax deduction of health and dental insurance
contributions


- - 4 weeks (20 days) paid vacation time per year.


- - An option to purchas ...