Exhibit 10.1

MYMETICS CORPORATON
Route de la Corniche 4
CH-1066 Epalinges, Switzerland

July 30, 2010

Mr. Ernst Luebke
39, Route d’Arzier
1273 Arzier, Switzerland

Dear Ernst:

     This letter is to set forth the agreement between Mymetics Corporation and its subsidiaries (“Mymetics”) and you concerning the termination of your employment with Mymetics (this “Agreement”).

      1. Date of Termination. Your employment as CFO of Mymetics is terminated effective July 30, 2010 (“Termination Date”).

      2. Board Resignation. You agree that effective December 31, 2010 you will resign from the various Mymetics’ Boards of Directors on which you serve as a director.

      3. Separation Pay. Mymetics agrees to enter into a Consulting Agreement commencing August 1, 2010 in the form attached as Exhibit A to this Agreement pursuant to which you will have the title of Senior Advisor to the President. Mymetics will pay you CHF 25,000 per month through December 31, 2010 for such consulting services. Mymetics will also pay to you all of your reasonable business expenses incurred on behalf of Mymetics through the date of this Agreement.

      4. Return of Mymetics’ Property. You agree to return all property and confidential information of Mymetics that is in your possession upon the date of this Agreement, including any computers, software, keys, access cards, etc.

      5. Stock Options. You will receive an option under Mymetics’ 2009 Stock Incentive Plan to acquire 250,000 shares of Mymetics common stock. The option shall be fully vested as of the date of grant which was December 3, 2009.

      6. Cessation of Contacts; Certain Relationships. You agree that, except as requested by the President of Mymetics, you will not have any further business contacts nor interfere in any way with prospective investors, customers, current or future merger partners, joint venture or strategic partners, lenders, banks, investors or acquisition targets of Mymetics, of which you have knowledge as of the date of your execution of this Agreement.

Mr. Ernst Luebke
July 30, 2010
Page 2

      7. Condition Precedent . All obligations of both parties under this Agreement are specifically conditioned upon each party’s compliance with their respective obligations herein.

      8. Confidentiality . Because, as part of your employment, you had access to information of a nature not generally disclosed to the public, you will be expected, and hereby agree, to keep confidential and not disclose to anyone, for a period of five years from the date of this Agreement, the business, proprietary, and trade secret information in your possession, as well as the personal, confidential, or otherwise proprietary information regarding Mymetics’s employees, personnel practices and related matters. This obligation is understood to be in addition to any agreements you may have signed with Mymetics concerning non-competition, non-disclosure, secrecy, security, new products and services, ideas, inventions, and confidential data, which agreements will remain in full force and effect. You agree that you will not take, copy, use or distribute in any form or manner documents or information which Mymetics reasonably deems proprietary, including, but not limited to, lists of customers or potential customers, financial information, business and strategic plans, and codes, access codes, and other similar materials or information. Unless as otherwise required by law, or agreed upon, Mymetics and you agree not to disclose the terms of this Agreement to any person or entity other than officers, directors and employees of Mymetics or legal counsel, consultants and other professionals retained by Mymetics or you who need to know such information in connection with such employment or engagement and who have agreed to preserve the confidentiality of such information.

      9. Non-Disparagement. You agree that you will not make any statements that disparage Mymetics, including its successors, assigns, parents, subsidiaries, divisions, affiliates, officers, directors, employees, agents and representatives, with respect to any matter whatsoever. Mymetics and its successors, assigns, officers, directors, employees, agents and attorneys agree that they will not make any statements that disparage you with respect to any matter whatsoever. If inquiry is made regarding the reasons for your departure by any third party, the parties agree hat said third party will be informed that you left to prepare for your retirement and that you continued to serve as Advisor to the President until the end of 2010.

      10. Release.

      a.  In connection with the benefits being provided to you under this Agreement, certain of which, absent this Agreement, you would not be entitled to receive, you, on behalf of yourself, your heirs, estate, executors, administrators, successors and assigns, hereby irrevocably and unconditionally release, acquit and forever discharge Mymetics, its former, current and future directors, officers, and employees acting in their official capacities, and all their successors and assigns, and all agents of Mymetics (all of which are hereinafter collectively referred to in this Section as “Mymetics”), from any and all claims, demands, losses, liabilities, and causes of action of any type (“Claims”) arising or accruing on or before the date this Agreement is executed, as a result of or because of any act, omission, or failure to act by Mymetics, including but not limited to those directly related to or relating in any way to your employment by, investment in, association with, and termination of employment with Mymetics (hereinafter collectively referred to as “Claims”). This release includes, but is not limited to Claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit

Mr. Ernst Luebke
July 30, 2010
Page 3

Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Federal Equal Pay Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the National Labor Relations Act, and under any other federal, state, and local laws or regulations in the United States or Switzerland, and any Claims under common law, including but not limited to any claims for wrongful discharge, breach of contract, and any and all tort claims. THIS IS A GENERAL RELEASE , with the sole exception of the obligations of Mymetics to you under this Agreement.

      b.  Mymetics and its successors, assigns, officers, directors and employees acting in their official capacities and their successors and assigns, and all agents of Mymetics do hereby agree to forever release you, your heirs, estate, executors, administrators, successors and assigns (hereinafter collectively referred to as your “Releasees”), from any and all Claims of any kind whatsoever, which Mymetics ever had, now has or may have against you and your Releasees or any of them, in law or equity, whether known or unknown, for, upon, or by reason of, any matter whatsoever, including any act, omission, or failure to act by you, occurring up to the date this Release is signed by Mymetics, including without limitation claims directly related to or relating in any way to your employment by, association with, and termination of employment with Mymetics . THIS IS A GENERAL RELEASE , with the sole exception of Claims to enforce Mymetics’s rights under, or with respect to, this Agreement.

      11. Noncompete and Nonsolicitation. For a period of two (2) years from the execution of this Agreement, you will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in any other business in which Mymetics is engaged as of the date of this Agreement, (1) in all locations in which Mymetics is pursuing its business plan or doing business, and (2) in all locations in respect of which Mymetics is actively planning for and/or pursuing a business opportunity; (b) for yourself or on behalf of any other person, partnership, corporation or entity, call on any merger partner, investor, target company, or customer of Mymetics for the purpose of soliciting, diverting or taking away any such merger partner, bank, investor, target company, or customer from Mymetics (1) in all locations in which Mymetics is doing business or pursuing its business plan, and (2) in all locations in respect of which Mymetics is actively planning for and/or pursuing its business plan, an acquisition or other business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by Mymetics, to terminate his or her relationship with Mymetics. Nothing herein contained shall be deemed to prohibit you from (x) investing your funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and your holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of Mymetics.

      12.  Compliance with Older Workers Benefit Protection Act . The parties acknowledge and agree that, in accordance with the Older Workers Benefit Protection Act, you

Mr. Ernst Luebke
July 30, 2010
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have been informed that you have twenty-one (21) days from the date this Agreement is initially offered to you to consider the offer detailed in this Agreement (although Mymetics would hope to conclude this matter as quickly as possible). In addition, you understand that you may revoke this Agreement at any time within seven (7) days after it is signed by you. Any revocation must be in writing and delivered to Jacques-François Martin within eight (8) days of signing this Agreement to be effective. Any revocation should be transmitted to Jacques-François Martin, President, Mymetics Corporation, at its address above, fax number (021) 653 2473. Because of your right to revoke this Agreement, it shall not become effective until the eighth (8 ^th ) day after it has been signed, and you will not be paid or otherwise provided any portion of your compensation under this Agreement until it becomes effective.

      13. Indemnification. Mymetics agrees that if you are made a party, or are threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including any case brought against you in any country by Dr. Pierre-Francois Serres as a direct or indirect result of an alleged wrongful termination of him by Mymetics or any other reason (a “Proceeding”), by reason of the fact that you were a shareholder, director, officer, agent or employee of Hippocampe SA, Mymetics or any subsidiary or were serving at the request of Hippocampe SA, Mymetics or any subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is your alleged action in an official capacity while serving as a director, officer, member, employee or agent, you shall be indemnified and held harmless by Mymetics to the fullest extent legally permitted or authorized by its certificate of incorporation or bylaws or resolutions of Mymetics’s certificate of incorporation or bylaws or resolutions of its Board of Directors or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue as to you even if you have ceased to be a director, member, officer, employee or agent of Mymetics or other entity and shall inure to the benefit of your heirs, executors and administrators. This indemnification provision shall extend to the assistance you provide pursuant to this Agreement.

      14. Non-Admission of Liability . By making this Agreement, you and Mymetics are not admitting that either has committed any wrong. The parties agree that this Agreement is inadmissible as evidence in any proceeding, legal or otherwise, except to the extent necessary to enforce its provisions.

      15. Future Cooperation. You agree that, subsequent to the execution of this Agreement, you will reasonably cooperate with Mymetics, its attorneys, agents, employees, and representatives in connection with any lawsuit, charge, claim, subpoena, or investigation filed against Mymetics, to the extent such business, lawsuit, charge, claim, subpoena, or investigation directly and materially related to your actions (including any failure to act), conduct, duties, and/or responsibilities during your employment with Mymetics, either as an employee, officer, or director. You also agree you will reasonably cooperate with Mymetics in connection with any regulatory filings in connection with your termination of employment or activities in connection with your role as an employee, officer or director of Mymetics. Such cooperation shall be

Mr. Ernst Luebke
July 30, 2010
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without any additional compensation, except for reimbursement for reasonable expenses incurred by you for activities authorized in advance by Mymetics.

      16. Press Release. Mymetics will draft a press release to express its appreciation for the contributions that you have made to Mymetics to announce your resignation as CFO of Mymetics and that will be mutually satisfactory to both parties.

      17. Remedies for Breach. You understand that Mymetics may sustain irreparable injury if you violate Sections 8, 9 or 11 of this Agreement. In order to limit or prevent such irreparable injury, Mymetics shall have the right to enforce this Agreement and any of the provisions of Sections 5, 6 or 11 by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Mymetics may have for a breach of this Agreement. In addition, you understand that a material breach of this Agreement by you will result in termination of any payments to you under this Agreement and forfeiture of any past payments made to you under this Agreement as well as termination of any stock that has not vested under the terms of this Agreement.

      18. Severability. If any provision of this Agreement or the application thereof, to any extent shall be held to be invalid or unenforceable, the remainder of the Agreement may be enforced to the fullest extent permitted by law.

      19. Binding Effect. This Agreement is binding upon the successors and assigns of you and Mymetics. Neither party may assign or delegate its or his obligations with respect to this Agreement without the other party’s prior written consent.

      20. Entire Agreement. The understandings set forth herein represent the entire agreement of the parties with respect to the matters contained herein. The parties have not relied upon any other agreements, understandings or representations except to the extent specifically set further herein. Your Employment Agreement dated July 1, 2006 between you and the Company is hereby terminated and hereafter shall be null and void. This Agreement may not be altered or modified except by mutual agreement of the parties, evidenced in writing and executed by both parties and specifically identified as an amendment to this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of law provisions.

     You represent and acknowledge that in executing this Agreement you are not relying upon any representation or statement made by any Mymetics representative with regard to the subject matter, basis or effect of this Agreement.

      21. Review Rights. Both parties acknowledge that they have been given an adequate opportunity to review this Agreement, that they understand its terms and effects, that they have consulted with counsel prior to executing this Agreement, and that they have signed this Agreement knowingly, voluntarily and of their own free will.

Mr. Ernst Luebke
July 30, 2010
Page 6

      22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

     By signing below, the parties signify that they have read the terms of this Agreement, fully understand its terms, are voluntarily agreeing to those terms, and intend to be legally bound.

Date: August 5, 2010

Exhibit A

CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT

     This Consulting Agreement (this “ Agreement ”) dated August 1, 2010, is entered into by and between Mymetics Corporation, a Delaware corporation, with its principal place of business at Route de la Corniche 4, CH-1066 Epalinges, Switzerland (the “ Company ”), and Ernst Luebke, whose principal address is 39, Route d’Arzier, 1273 Arzier, Switzerland (“ Consultant ”).

     1.  Consulting Relationship . During the term of this Agreement, Consultant will provide consulting services (the “ Services ”) to the Company as described on Exhibit A attached to this Agreement. Consultant shall have the title of Senior Advisor to the President. Consultant represents that Consultant has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company at the Company’s sole discretion.

     2.  Fees and Expenses. As consideration for the Services to be provided by Consultant and other obligations, the Company shall pay to Consultant the amounts specified in Exhibit B attached to this Agreement at the times specified therein, and the Company shall reimburse Consultant for all reasonable travel, entertainment and other expenses incurred or paid by Consultant in connection with, or related to, the performance of Consultant’s responsibilities or services under this Agreement, upon presentation by Consultant of documentation, expense statements, vouchers, and such other supporting information as the Company may request, or as may be consistent with standard Company practices in accordance with the Company’s Expense Policies as attached to this Agreement as Exhibit C .

     3.  Term and Termination . Consultant shall serve as a consultant to the Company from August 1, 2010 through December 31, 2010.

     4.  Independent Contractor . Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee.

          (a) Method of Provision of Services : Consultant shall be solely responsible for determining the method, details and means of performing the Services, provided , however , that Consultant shall have the use of the Company’s corporate office in Nyon or Epalinges and the office equipment, including a computer and telephone, to assist in providing the Services, such use to be subject to guidelines determined by the Company’s President. Consultant may, at Consultant’s own expense, employ or engage the service of such employees or subcontractors as Consultant deems necessary to perform the Services required by this Agreement (the “Assistants”). Such Assistants are not the employees of the Company and Consultant shall be wholly responsible for the professional performance of the Services by his Assistants such that the results are satisfactory to the Company. Consultant shall expressly advise the Assistants of the terms of this Agreement, and ensure that any Assistants who have access to the Confidential Information (defined below) are bound by a non-disclosure agreement in content substantially equivalent to the provisions hereof prior to any disclosure of the Confidential Information to such persons.

          (b) No Authority to Bind Company . Neither Consultant, nor any partner, agent or employee of Consultant, has authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

          (c) No Benefits . Consultant acknowledges and agrees that Consultant (or Consultant’s employees, if Consultant is an entity) will not be eligible for any Company employee benefits, other than for stock options under the Company’s 2009 Stock Incentive Plan and, to the extent Consultant (or Consultant’s employees, if Consultant is an entity) otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Consultant (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.

          (d) Social Charges; Indemnification . The Company will pay the social charges associated with Consultant’s fees received under this Agreement. Consultant shall have full responsibility for applicable social charges for all compensation paid by Consultant to his partners, agents or its employees under this Agreement, and for compliance with all other applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and Consultant’s partners, agents and employees, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements for U.S. partners, agents and employees. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, social charges or withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid by Consultant to his partners, agents or employees.

     5.  Supervision of Consultant’s Services . All of the Services to be performed by Consultant, including but not limited to the Services, will be as agreed between Consultant and the Company’s President. Consultant will be required to report to the President concerning the Services performed under this Agreement. The nature and frequency of these reports (oral or written) will be left to the discretion of the President.

     6.  Consulting or Other Services for Competitors . Consultant represents and warrants that Consultant does not presently perform or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses in any way involve products or services which are competitive with the Company’s products or services, or those products or services currently proposed or in development by the Company however, Consultant decides to do so, Consultant agrees that, in advance of accepting such work, Consultant will promptly notify the Company in writing, specifying the organization with which Consultant proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Company to determine if such work would conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, the interests of the Company or further services which the Company might request of Consultant. If the Company determines that such work conflicts with the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately.

     7.  Confidentiality Agreement . The Consultant may be afforded access to information regarding the business and affairs of the Company and its products during the course of the assignment (“Confidential Information”), except such information which (i) is already in the party’s possession, without an obligation of confidentiality with respect thereto, prior to disclosure under this Agreement, (ii) is or subsequently becomes part of the public domain through no act or omission of the other party, (iii) is disclosed to the party by a third party having no obligation of confidentiality thereto, provided the party did not have actual or constructive notice that such information was wrongfully disclosed by such third party; or (iv) is independently developed by the party without access to or use of the Confidential Information. Notwithstanding the foregoing, each party shall be entitled to disclose such information: (a) to its agents, employees and representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (b) to the extent required by applicable law, or (c) during the course of or in connection with any litigation, arbitration or other judicial proceeding based upon or in connection with the subject matter of this Agreement. The Consultant agrees to guard this Confidential Information, to hold it in strict confidence, and not to disclose it to others without the written permission of the Company or until such information is otherwise publicly released by the Company. The Consultant agrees that upon termination or completion of this Agreement, any notebook, data or information acquired or developed by the Consultant in carrying out the terms of this Agreement will be turned over to the Company. Except as otherwise specifically authorized by the Company in writing, information, data and reports developed or acquired by Consultant in performance of this Agreement and furnished to the Company (the “Deliverables”) shall be the exclusive property of the Company. The Deliverables shall not be disclosed to any third party without the written consent of the Company. The Consultant acknowledges that the breach of any of the covenants contained in this Section 7 will result in irreparable harm and continuing damages to the Company and the Company’s business, and that the Company’s remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to the Company at law or in equity in the event of any such breach, any court of competent jurisdiction may issue an injunction (both preliminary and permanent), without bond, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining the Consultant from disclosing, in whole or in part, any Confidential Information. The Consultant shall pay all of the Company’s costs and expenses, including reasonable attorneys’ fees and accountants’ fees, incurred in enforcing such covenants.

     8.  Conflicts with this Agreement . Consultant represents and warrants that neither Consultant nor any of Consultant’s partners, employees or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant represents and warrants that Consultant’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to commencement of this Agreement. Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Consultant has gained from third parties, and which Consultant has disclosed to the Company or which is necessary for the performance of the Services under this Agreement, without liability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultant shall not bundle with or incorporate into any

deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Consultant represents and warrants that Consultant has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services required by this Agreement.

     9.  Miscellaneous .

          (a) Amendments and Waivers . Any term of this Agreement may be amended or waived only with the written consent of the parties.

          (b) Sole Agreement . This Agreement, including the exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

          (c) Notices . Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

          (d) Choice of Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Switzerland, without giving effect to the principles of conflict of laws.

          (e) Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

          (f) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

          (g) Advice of Counsel . EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

[ Signature Page Follows ]

     The parties have executed this Agreement on the respective dates set forth below.

EXHIBIT A

DESCRIPTION OF CONSULTING SERVICES

     The Company wishes to employ Consultant to provide assistance with financial planning and relationships with existing shareholders, and such other matters as the President may request and that Consultant believes he is qualified to provide.

EXHIBIT B

COMPENSATION

     Monthly retainer of CHF 25,000

EXHIBIT C

MYMETICS EXPENSE POLICIES