INCARA PHARMACEUTICALS CORP
EMPLOYMENT AGREEMENT-RICHARD W. REICHOW
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<TYPE>EX-10.77
<SEQUENCE>6
<FILENAME>dex1077.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT-RICHARD W. REICHOW
<TEXT>
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                                                                   EXHIBIT 10.77

                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is by and between Incara
Pharmaceuticals Corporation, a Delaware corporation having a place of business
at 79 T.W. Alexander Drive, Suite 200, Post Office Box 14287, Research Triangle
Park, North Carolina, 27709 (the "Corporation"), and Richard W. Reichow
("Employee").

                              W I T N E S S E T H:

     WHEREAS, the Corporation has employed and desires to continue to employ the
Employee as Executive Vice President, Chief Financial Officer, Treasurer and
Secretary, and the Employee desires to be employed by the Corporation as
Executive Vice President, Chief Financial Officer, Treasurer and Secretary, all
pursuant to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties agree as follows:

1.   EMPLOYMENT; DUTIES
     ------------------

     (A) The Corporation engages and employs the Employee, and the Employee
hereby accepts engagement and employment, as Executive Vice President, Chief
Financial Officer, Treasurer and Secretary.

     (B) The Employee shall have such powers and perform all such duties as from
time to time may be assigned to him by the Board of Directors (the "Board"), the
Chairman of the Board, the Chief Executive Officer or the President.

     (C) The Employee shall devote such of his time and efforts as shall be
necessary to the proper discharge of his duties and responsibilities under this
Agreement.

2.   TERM
     ----

     The Employee's employment hereunder shall be for the period commencing on
May 1, 2002 and continuing through April 30, 2005.

3.   COMPENSATION
     ------------

     (A) As compensation for the performance of his duties under this Agreement,
the Employee shall be compensated as follows:

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Employee Agreement
Richard W. Reichow
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          (i) The Employee shall be granted options to purchase shares of Common
Stock of the Corporation as deemed appropriate by the Board or its Compensation
Committee. To the maximum extent permitted by law, the stock options shall be
incentive stock options.

          (ii) The Corporation shall pay the Employee an annual base salary
("Base Salary") of Two Hundred Seventy Five Thousand Dollars ($275,000), payable
in accordance with the usual payroll period of the Corporation. Base Salary will
be adjusted periodically to reflect Employee's then current salary, which will
be subject to an annual review in the sole discretion of the Board of Directors
or its Compensation Committee, provided however, that the Base Salary may not be
adjusted downward.

          (iii) The Corporation shall pay the Employee bonuses, the amount of
which shall be in the discretion of the Corporation, upon the achievement of
substantial milestones to be mutually agreed upon from time to time by the Chief
Executive Officer, the Board of Directors or its Compensation Committee of the
Board.

          (iv) The Corporation shall withhold all applicable federal, state and
local taxes, social security and workers' compensation contributions and such
other amounts as may be required by law and any additional amounts agreed upon
by the parties with respect to the compensation payable to the Employee pursuant
to section 3(A) hereof.

     (B) The Corporation shall reimburse the Employee for all normal, usual and
necessary expenses incurred by the Employee in furtherance of the business and
affairs of the Corporation, including reasonable travel and entertainment,
against receipt by the Corporation of appropriate vouchers or other proof of the
Employee's expenditures and otherwise in accordance with such Expense
Reimbursement Policy as may from time to time be adopted by the Board of
Directors of the Corporation.

     (C) The Employee shall be, during the term of this Agreement, entitled to
vacation time of four (4) weeks per year.

     (D) The Corporation shall make available to the Employee and his
dependents, such medical, disability, life insurance and such other health
benefits as the Corporation makes available to its senior officers.

4.   REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE AND CORPORATION
     --------------------------------------------------------------

     The Employee hereby represents and warrants to the Corporation as follows:

     (A) Neither the execution and delivery of this Agreement nor the
performance by the Employee of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default under (whether immediately, upon

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Employee Agreement
Richard W. Reichow
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the giving of notice or lapse of time or both) any prior employment agreement,
contract, or other instrument to which the Employee is a party or by which he is
bound.

     (B) The Employee has the full right, power and legal capacity to enter and
deliver this Agreement and to perform his duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
the Employee enforceable against him in accordance with its terms. No approvals
or consents of any persons or entities are required for the Employee to execute
and deliver this Agreement or perform his duties and other obligations
hereunder.

     (C) The Employee understands that some or all of the stock issuable upon
exercise of the Options received by the Employee pursuant to section 3(A) hereof
may not be registered under the Securities Act of 1933 (the "1933 Act"), and
acknowledges that he may be obligated to agree, as a condition to the issuance
thereof, that he will acquire such stock for his own account for investment and
not with a view to, or for resale in connection with a distribution thereof, and
will bear the economic risk of his investment in such stock for an indefinite
period of time.

     (D) The Corporation hereby represents and warrants to the Employee as
follows:

          (i) The Corporation is duly organized, validly existing and in good
standing under the laws of the State of Delaware, with all requisite corporate
power and authority to own its properties and conduct its business in the manner
presently contemplated.

          (ii) The Corporation has full power and authority to enter into this
Agreement and to incur and perform its obligations hereunder.

          (iii) The execution, delivery and performance by the Corporation of
this Agreement does not conflict with or result in a breach or violation of, or
constitute a default under (whether immediately, upon the giving of notice or
lapse of time or both) the certificate of incorporation or by-laws of the
Corporation, or any agreement or instrument to which the Corporation is a party
or by which the Corporation or any of its properties may be bound or affected.

5.   NON-COMPETITION
     ---------------

     (A) The Employee understands and recognizes that his services to the
Corporation are special and unique and agrees that, during the term of this
Agreement and, unless such termination is by the Employee pursuant to 7(A)(iii)
below, for a period of nine (9) months from the date of termination of his
employment hereunder, he shall not in any manner, directly or indirectly, on
behalf of himself or any person, firm, partnership, joint venture, corporation
or other business entity ("Person"), enter into or engage in any business
engaged in the development or commercialization of products directly competitive
with products of the Corporation, including products under development by the
Corporation, either as an individual for his own account, or as a partner, joint
venturer, executive, agent, consultant, salesperson, officer, director

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Employee Agreement
Richard W. Reichow
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or shareholder of a Person operating or intending to operate in the areas of
therapeutics for inflammatory bowel disease, or the treatment of diseases by
drugs which act through the modulation of superoxide dismutase, or cell therapy
for liver diseases, or any additional areas of research or other business in
which the Corporation is engaged, within the geographic area of the
Corporation's business. This Paragraph 5(A) shall not be construed to prohibit
the ownership by Employee of not more than 1% of the capital stock of any
corporation engaged in any of the foregoing businesses which has a class of
securities registered pursuant to the Securities Exchange Act of 1934.

     (B) During the term of this Agreement and for nine (9) months thereafter,
Employee shall not, directly or indirectly, without the prior written consent of
the Corporation, solicit or induce any employee of the Corporation or any
affiliate to leave the employ of the Corporation or any affiliate or hire for
any purpose any employee of the Corporation or any affiliate or any employee who
has left the employment of the Corporation or any affiliate within six months of
the termination of said employee's employment with the Corporation; or

     (C) In the event that the Employee breaches any provisions of this Section
5 or there is a threatened breach, then, in addition to any other rights which
the Corporation may have, the Corporation shall be entitled to seek injunctive
relief to enforce the restrictions contained herein. In the event that an actual
proceeding is brought in equity to enforce the provisions of this Section 5, the
Corporation shall not be prevented from seeking any other remedies which may be
available.

6.   CONFIDENTIALITY AND INVENTIONS
     ------------------------------

     Employee agrees to comply with the provisions of his Employee Agreement
dated March 13, 1995 signed at the commencement of employment, which provisions
are incorporated herein by reference and are made part of this Agreement as if
they were explicitly set forth herein.

7.   TERMINATION
     -----------

     (A) The Employee's employment pursuant to this Agreement shall begin as of
May 1, 2002 and continue for the period set forth in Section 2 hereof unless
sooner terminated upon the first to occur of the following events:

          (i) The death of the Employee;

          (ii) Termination by the Board upon thirty (30) days prior written
notice because of any physical or mental incapacity which has or will prevent
Employee from properly performing his duties under this Agreement for more than
ninety (90) days in any one (1) year period.

          (iii) Termination by the Board of Directors of the Corporation for
just cause. Any of the following actions by the Employee shall constitute just
cause:

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Employee Agreement
Richard W. Reichow
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               (a) Material breach by the Employee of Section 5 or Section 6 of
this Agreement;

               (b) Material breach by the Employee of any provision of this
Agreement other than Section 5 or Section 6 or the willful or reckless failure
by Employee to perform his duties hereunder which breach or failure is not cured
by the Employee within fifteen (15) days notice thereof from the Corporation; or

               (c) The commission by the Employee of an act of fraud or theft
against the Corporation or any of its subsidiaries, or the conviction of
Employee of any criminal act;

          (iv) Termination by the Employee for just cause. Any of the following
actions or omissions by the Corporation shall constitute just cause:

               (a) Material breach by the Corporation of any provision of this
Agreement which is not cured by the Corporation within fifteen (15) days notice
thereof from the Employee; or

               (b) Any action by the Corporation to intentionally harm the
Employee;

          (v) Termination by the Board of Directors, the President, or the Chief
Executive Officer of the Corporation without just cause.

     (B) Upon termination by the Board without just cause pursuant to Section
7(A)(v) or by Employee for just cause pursuant to Section 7(A)(iv) or upon
termination resulting from Employee's death pursuant to Section 7(A)(i) or from
Employee's disability pursuant to Section 7(A)(ii), Employee (or his estate in
the event of a termination pursuant to Section 7(A)(i)) will be entitled to the
following:

          (i) all vested compensation then due and owing;

          (ii) as of the date of the termination, the Corporation will pay, at
the option of the Corporation, either (i) a lump sum equal to (A) the product of
9/12 times Employee's then current Base Salary, plus (B) a bonus equal to the
product of 9/12 times Employee's then current Base Salary times the average of
the actual annual bonus percentages paid to Employee for the two (2) years
immediately prior to the date of the termination ("Prorated Bonus"), or (ii)
nine (9) equal monthly payments equal to the total sum of (A) 9/12 times the
Employee's then current Base Salary, plus (B) the Prorated Bonus; and

          (iii) Corporation will continue to pay for his, or his heirs', COBRA
premiums and the premium for his executive disability insurance coverage, if
applicable, for a period of nine (9) months commencing as of the date of
termination.

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Employee Agreement
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     (C) Employee may terminate his employment with the Corporation at any time,
without cause, upon two weeks written notice to his supervisor. In such event,
Employee shall not be entitled to any benefits under this Agreement, but shall
be entitled upon termination to such benefits, if any, as are granted by law or
pursuant to the Corporation's policies, in each case, as in effect on the date
the notice of termination is given by Employee.

     (D) Termination of employment under this Agreement by either party, for any
reason, shall not affect the Employee's obligations under Sections 5 and 6
hereof, all of which shall survive such termination in accordance with their
respective terms.

8.   NOTICES
     -------

     Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: when delivered personally against
receipt therefor; one (1) day after being sent by Federal Express or similar
overnight delivery; or three (3) days after being mailed registered or certified
mail, postage prepaid, return receipt requested, to either party at the address
set forth above, or to such other address as such party shall give by notice
hereunder to the other party.

9.   RENEWAL OF AGREEMENT
     --------------------

     Upon expiration of the term of this Agreement, this agreement may be
renewed for additional one (1) year periods by the parties by mutual written
agreement.

10.  SEVERABILITY OF PROVISIONS
     --------------------------

     If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, such provision shall be interpreted so as to remain
enforceable to the maximum extent permissible consistent with applicable law and
the remaining conditions and provisions or portions thereof shall nevertheless
remain in full force and effect and enforceable to the extent they are valid,
legal and enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein.

11.  ENTIRE AGREEMENT MODIFICATION
     -----------------------------

     This Agreement contains the entire agreement of the parties relating to the
subject matter hereof, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

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Employee Agreement
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12.  BINDING EFFECT
     --------------

     The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, the Corporation, its successors and assigns, and
upon the Employee and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the Employee's obligations
hereunder may not be transferred or assigned by the Employee.

13.  NON-WAIVER
     ----------

     The failure of either party to insist upon the strict performance of any of
the terms, conditions and provisions of this Agreement shall not be construed as
a waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition shall be effective for any purpose whatsoever unless such
waiver is in writing and signed by such party.

14.  GOVERNING LAW
     -------------

     This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws.

15.  HEADINGS
     --------

     The headings of paragraphs are inserted for convenience and shall not
affect an interpretation of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the later of the following dates.

INCARA PHARMACEUTICALS CORPORATION


By: /s/ Clayton I. Duncan                             /s/ Richard W. Reichow
    -----------------------------------------         --------------------------
Name:   Clayton I. Duncan                             RICHARD W. REICHOW
Title:  President and Chief Executive Officer
Date:   April 1, 2002                                 Date: April 2, 2002

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