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[MITOKOR LETTERHEAD]
                                                                   EXHIBIT 10.11

                                                               December 11, 1996


Walter H. Moos, Ph.D.
724 Grizzly Terrace Drive
Oakland, CA 94611

Dear Walter:

We are pleased to be authorized by the Board of Directors to offer you
employment as MitoKor's Chief Executive Officer and Chairman of the MitoKor
Board of Directors. We are enthusiastic about your leading MitoKor to fulfill
its significant potential as a pharmaceutical company. You will not be
expected to relocate, but you will plan to divide your time between San Diego
and the San Francisco Bay Area, unless you are otherwise engaged in company
business at other locations. We are supportive of the concept of adding a
complementary MitoKor site in the San Francisco Bay Area, as appropriate, in
the future. The offer and terms are summarized as follows:

SALARY:     $20,850 a month, $250,000 annually

BONUS:      MitoKor will provide a signing bonus of $50,000, 50% to be paid
            to you within seven (7) days of employment with the company and 50%
            to paid to you within 90 days of employment with the company. Also,
            an incentive bonus plan will be established by you and the Board of
            Directors within a reasonable time after joining the Company.

EQUITY:     Upon joining the company, you will have the right to purchase
            outright 400,000 common shares of MitoKor stock at a price not to
            exceed $0.01 per share. In addition, you will be granted an option
            to purchase 6,090,000 shares of common stock at $0.01 per share
            representing 5% of the presently outstanding equity. This option
            will vest over 5 years. Twenty percent (20%) will vest following
            the first year of employment and the balance will vest quarterly
            (5% each quarter) over the next 4 years.



Dr. Walter H. Moos
December 11, 1996
Page Two


RELOCATION:
       A)     If you relocate to San Diego or other permanent site of
              business, MitoKor will reimburse you for (i) any brokerage fees
              incurred in selling your Oakland home (up to 6%), (ii) reimburse
              up to two points paid to secure a home mortgage for your new
              residence, and (iii) reasonable expenses incurred in the movement
              of your household items.

       B)     Use of a Company residence and Company vehicle will be provided
              during your time in San Diego at the Company's expense.

       C)     Travel between San Diego and Oakland will be reimbursed by the
              Company.

       D)     Expense reimbursement paid to you will be grossed-up when
              appropriate, to ensure that such payments are "tax neutral" to
              you.


BENEFITS:

       A competitive benefits plan (health, life, vision, dental, insurance,
       401(k) plan, paid time off, etc.) will be established and maintained for
       you, equivalent to what other companies provide for individuals in
       similar positions at similar stage companies.

       You will be entitled to 20 days paid time off each year. Paid time off
       accrues at a rate of 13.34 hours per month and can be carried over year
       to year to a maximum of 40 days. It is understood that you may pre-spend
       paid time off in the first year in advance of the full 20 days' accrual.

SEVERANCE:

       In the event that you are terminated without cause or suffer a
       constructive reduction in your responsibilities without cause, you may
       at your discretion elect to receive a lump sum payment, equivalent to
       your annual base salary and any earned bonuses less applicable
       withholdings and your vesting under your stock options will accelerate
       by twelve (12) months. All stock options must be exercised within 12
       months of termination. Cause shall specifically exclude failure to
       relocate to San Diego.

PARTICIPATION AS AN OUTSIDE DIRECTOR:

       Upon the approval of the MitoKor Board of Directors you will be
       allowed to participate as an outside Director of non-competing companies,
       such approval will not be unreasonably withheld.


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Dr. Walter H. Moos
December 11, 1996
Page Three



Walter, we trust that you will find the terms outlined above to be a full and
fair offer that is commensurate with this fine opportunity and its
significant challenge. We look forward to your acceptance and working with
you to enhance the enormous potential of MitoKor. Please indicate your
acceptance by signing a copy of this letter and returning it to one of us.


Sincerely,

/s/ Robert E. Davis                            /s/ Standish Fleming
- ---------------------                          ------------------------
Robert E. Davis, Ph.D.                          Standish Fleming
President and CEO                               Managing Partner
                                                Forward Ventures


Accepted and Agreed this

11th day of December 1996     /s/ Walter Moos
                             --------------------
                             Walter Moos, Ph.D.