February 6, 2002
H. Valone, M.D.
524 Throckmorton Avenue
Mill Valley CA 94941
I am pleased to offer you the position of Executive Vice President, Clinical Development and Regulatory Affairs at Titan Pharmaceuticals, Inc. In this position, you will be responsible for strategic planning and implementation of all of the Company's Phase I, II and III clinical trials, as well as regulatory strategy and submissions to various regulatory agencies worldwide in support of clinical testing and regulatory approval of the Company's products. As operational head of clinical development and regulatory affairs for the Company, you will supervise all personnel in these areas, and your position will report to the President. This letter will confirm the terms of your employment with Titan, such employment to begin no later than March 18, 2002. If the terms discussed below are acceptable, please sign this letter where indicated and return it to Titan by February 11, 2002, retaining a copy for your records. As used herein, the term "Company" refers to Titan Pharmaceuticals, Inc.
Attached is a summary of the employee benefits for your reference.
employment without good cause, the Company will continue to pay your monthly salary on a regular bi-monthly basis for six (6) months from the date of termination, less all applicable withholdings, provided, however, that the employment salary received during this six month period shall be subject to offset by other employment salary received during this period. For purposes of this Agreement, "good cause" means gross misconduct, wrongful acts or omissions that may materially adversely affect the Company's business, neglect of duties, breach of any material terms or conditions of this Agreement or the Company's Proprietary Information Agreement, death, or any disability that renders you incapable of diligently performing all of your essential duties and obligations to the Company for any period of three (3) consecutive months or four (4) months in any twelve (12) month period.
To accept this offer, please sign in the space below, indicating your acceptance and agreement to the terms contained herein. No amendment or modification of the terms of this letter will be valid unless made in writing and signed by you and an authorized officer of the Company.
On a personal note, I have enjoyed our interactions to date, and look forward to working with you.
/s/ Louis R. Bucalo
Louis R. Bucalo, M.D.
Chairman, President and CEO
/s/ Frank H. Valone
Frank H. Valone, M.D.
February 11, 2002