Exhibit
10.5


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


This Amended and Restated Employment Agreement (the “Agreement”) is
entered into as of July 31, 2007 (the “Effective Date”) by and between AMAG
Pharmaceuticals, Inc., a Delaware corporation with offices at 125 CambridgePark
Drive, 6th Floor,
Cambridge, MA 02140 (the “Company”) Timothy G. Healey of 20 Leslie Road,
Winchester, MA 01890  (“you”).


Whereas, the Company and you
wish to amend and restate the Employment Agreement dated as of December 1, 2006
by and between you and the Company (the “Original Agreement”).


Now therefore, in consideration of the premises and mutual agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree to amend and restate the Original Agreement as follows:


1.             Position; Duties.


a)             Position.  You shall serve as Senior
Vice President of Commercial Operations of AMAG, reporting to the Chief
Executive Officer of the Company.


b)            Duties.  You shall perform for the
Company the duties customarily associated with the office of Senior Vice
President of Commercial Operations, and
such other duties as may be assigned to you from time to time by the Company’s
Chief Executive Officer (“CEO”) or the Company’s Board of Directors (the “Board”)
that are consistent with the duties normally performed by those performing the
role of the most senior executives of similar entities.  You shall devote substantially your full
business time and best efforts to the performance of your duties hereunder and
the business and affairs of the Company and will not undertake or engage in any
other employment, occupation or business enterprise; provided, however, that
you may participate as a member of the board of directors or advisory board of
other entities and in professional organizations and civic and charitable
organizations; provided further, that any such positions are disclosed
to the Board or the Audit Committee thereof and do not materially interfere
with your duties and responsibilities to the Company.  You shall be based in the
Company’s principal offices, which currently are in Cambridge, Massachusetts.


2.             Term.  The term of this Agreement
shall be for a three (3) year period commencing on the Effective Date unless
terminated earlier pursuant to Section 4 below (the “Term”).  You may continue to be employed by the
Company beyond the Term of this Agreement, but such employment shall be on such
terms and conditions as you and the Company then may agree.  The parties will enter into
discussions regarding their respective intentions to renew this Agreement
within ninety (90) days of expiration of the Term.


3.             Compensation and
Benefits.  The Company shall pay you the following
compensation and benefits for all services rendered by you under this
Agreement:


a)             Base Salary.  The Company will pay you an
initial base salary (“Base Salary”) at the annualized rate of $265,000, minus
withholdings as required by law and other 













deductions
authorized by you, which amount shall be paid in equal installments at the
Company’s regular payroll intervals, but not less often than monthly.  Your base salary may be increased annually by
the Board or the Compensation Committee of the Board in their sole discretion.


b)            Bonus.  You will be eligible to
receive an annual performance bonus of up to 40% of Base Salary for each fiscal
year during the term of this Agreement beginning with the fiscal year ending
December 31, 2007 based on the extent to which, in the discretion of the
Board or the Compensation Committee in consultation with the Chief Executive
Officer, you achieve specific and measurable individual and company performance
objectives established by the Board or Compensation Committee in consultation
with the Chief Executive Officer and communicated to you in advance.  The exact amount of the bonus for any year
during the term shall be determined by the Board or the Compensation Committee
in its sole discretion and may be more than the target bonus in the event you
achieve all of your personal and company performance objectives or less than
the target bonus if you do not achieve all of your personal and company
performance objectives.  Unless otherwise provided herein, no bonus shall be deemed to have been earned
by you for any year in which you are not actively employed by the Company on the
last day of the fiscal year to which the bonus relates.


c)             Options.  You shall be eligible to
receive stock options or other equity compensation under the Company’s equity
incentive plans as recommended by the Chief Executive Officer and approved by
the Board of Directors or the Compensation Committee from time to time.


d)            Vacation.  You will receive four
(4) weeks of paid vacation per calendar year which shall accrue ratably on a monthly basis.


e)             Benefits.  You will be eligible to
participate in all group health, dental, 401(k), and other insurance and/or
benefit plans that the Company may offer to similarly situated executives of
the Company from time to time on the same terms as offered to such other
executives.


f)             Business Expenses.  The
Company will reimburse you for all reasonable and usual business expenses
incurred by you in the performance of your duties hereunder in accordance with
the Company’s expense reimbursement policy.


4.             Termination.  Your employment with the
Company may be terminated prior to the expiration of the Term as follows:


a)             Death.  This Agreement shall terminate
automatically upon your death.


b)            Disability.  The Company may terminate your employment in accordance with applicable
laws in the event that you shall be prevented, by illness, accident, disability
or any other physical or mental condition (to be determined by means of a
written opinion of a competent medical doctor chosen by mutual agreement of the
Company and you or your personal representative(s)) from substantially performing
your duties and responsibilities 



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hereunder for one or more periods totaling one hundred
and twenty (120) days in any twelve (12) month period.


c)             By the Company for Cause.  The
Company may terminate your employment for “Cause” upon written notice to
you.  For purposes of this Agreement, “Cause” shall mean any of: (i) fraud, embezzlement or theft against the
Company or any of its affiliates; (ii) you are convicted of, or plead guilty or no contest to, a felony; (iii) willful nonperformance by you (other than
by reason of illness) of your material duties hereunder and failure to remedy
such nonperformance within ten (10) business days following written notice from
the Chief Executive Officer or the Board identifying the nonperformance and the
actions required to cure it; or (iv) you commit an act of gross negligence, engage in willful misconduct or otherwise act with willful disregard for the Company’s best
interests, and you fail to remedy
such conduct within ten (10) business days following written notice from the
Chief Executive Officer or the Board identifying the gross negligence, willful
misconduct or willful disregard and the actions required to cure it (if such
conduct can be cured).


d)            By the Company Other Than For Death,
Disability or Cause.  The
Company may terminate your employment other than for Cause, disability or death
upon thirty (30) days prior written notice to you.


e)             By You For Good Reason or Any Reason.  You
may terminate your employment at any time with or without Good Reason upon
thirty (30) days prior written notice to the Company.  For
purposes of this Agreement, “Good Reason” shall mean that any of the following
occurs without your prior written consent: (i) a material adverse change in your position, duties or
responsibilities; (ii) a material reduction by the Company in the total
annual compensation that you are then eligible to receive, unless such
reduction is in connection with a proportionate reduction of compensation
applicable to all other executive officers; (iii) any relocation of your
principal place of business to a location more than 50 miles from the Company’s
current executive offices in Cambridge, MA; or (iv) a material breach by the
Company of any of the terms or provisions
of this Agreement and failure to remedy such breach within thirty (30) days
following written notice from you identifying the breach.


5.             Payment Upon Termination.  In
the event that your employment with the Company terminates, you will be paid
the following:


a)             Termination for Any Reason.  In the
event that your employment terminates for any reason, the Company shall pay you
for the following items that were earned and accrued but unpaid as of the date
of your termination: (i) your Base Salary; (ii) a cash payment for all accrued,
unused vacation calculated at your then Base Salary rate; (iii) reimbursement
for any unpaid business expenses; and (iv) such other benefits and payments to
which you may be entitled by law or pursuant to the benefit plans of the
Company then in effect.  In addition, if
your employment terminates due to your death, the Board or the Compensation
Committee, in consultation with the CEO, shall determine the extent to which
any of the individual performance objectives established pursuant to Section
3(b) above were met as of the time of your death.  If, based on that determination, the Board or
the Compensation Committee 



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determines
that a bonus is due, the Company shall pay your estate an amount equal to such
bonus, pro-rated for the portion of the fiscal year elapsed as of the time of
your death.


b)            Termination Without Cause or for Good Reason.  In
addition to the payments provided for in Section 5(a), in the event that (i)
the Company terminates your employment other than for death, disability or
Cause pursuant to Section 4(d) or you terminate your employment for Good Reason
pursuant to Section 4(e); (ii) you comply fully with all of your obligations
under all agreements between the Company and you; and (iii) you execute,
deliver to the Company and do not revoke a general release (in a form
acceptable to the Company) releasing and waiving any and all claims that you
have or may have against the Company and its directors, officers, employees,
agents, successors and assigns with respect to your employment (other than any
obligation of the Company set forth herein which specifically survives the
termination of your employment), then the Company will provide you with twelve
(12) months of severance pay based on your then current Base Salary. The
foregoing severance shall be paid in equal installments over the severance
period in accordance with the Company’s usual payroll schedule.  This Section 5(b) shall not apply during the
one year period following a Change of Control (as defined below), in which case
Section 5(c) shall apply.


c)             Change of Control.  Upon
a Change of Control, fifty percent (50%) of the unvested options to purchase
common stock, restricted stock units and other equity incentives then held by
you shall become immediately vested and the remaining unvested amount shall
continue to vest in accordance with the applicable remaining vesting
schedule.  Further, in the event that (i)
within one year from the date a Change of Control (as defined below) of the
Company occurs, the Company (for purposes of this section, such term to include
its successor) terminates your employment other than for Cause pursuant to
Section 4(c), death or disability or you terminate your employment with Good
Reason; (ii) you comply fully with all of your obligations under all agreements
between the Company and you; and (iii) you execute, deliver to the Company and
do not revoke a general release (in a form acceptable to the Company) releasing
and waiving any and all claims that you have or may have against the Company
and its directors, officers, employees, agents, successors and assigns with
respect to your employment (other than any obligation of the Company set forth
herein which specifically survives the termination of your employment), then:


·      the Company will pay you twelve (12) months of severance pay based on
your then current Base Salary, with such severance to be paid in equal
installments over the severance period in accordance with the Company’s usual
payroll schedule;


·      the Company will pay you one times the average annual bonus paid to you
over the preceding three years, provided that in no event will a year prior to
the year ended December 31, 2007 be used in this calculation;


·      the Company will continue your health and dental coverage until the
earlier of: (i) twenty four (24) months from the date of termination of your
employment; or (ii) the date you are provided with health and dental coverage
by another employer’s health and dental plan; and


·      all
unvested outstanding stock options, restricted stock units and other equity
incentives that were granted to you before the Change of Control occurred shall
immediately without further action become vested in full.



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For
purposes of this Agreement, “Change of Control” shall mean the first to occur
of any of the following: (a) any “person” or “group” (as defined in the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner of a
majority of the combined voting power of the then outstanding voting securities
with respect to the election of the Board of Directors of the Company; (b) any
merger, consolidation or similar transaction involving the Company, other than
a transaction in which the stockholders of the Company immediately prior to the
transaction hold immediately thereafter in the same proportion as immediately
prior to the transaction not less than 50% of the combined voting power of the
then voting securities with respect to the election of the Board of Directors
of the resulting entity; (c) any sale of all or substantially all of the assets
of the Company; or (d) any other acquisition by a third party of all or
substantially all of the business or assets of the Company, as determined by
the Board of Directors, in its sole discretion. 
The payments, benefits and acceleration of vesting of stock options,
restricted stock units and other equity incentives provided in this Section
5(c) shall override and replace with respect to you any Company wide policy
with respect to payments, benefits and/or acceleration of vesting upon a Change
of Control.  After the one year period following
a Change of Control, this Section 5(c) shall no longer apply, and Section 5(b)
shall continue to apply.


6.             Nonsolicitation Covenant.  In
exchange for the consideration provided by this Agreement, you shall not, for a
period of one year following the termination of your employment with the
Company for any reason, directly or indirectly, whether through your own
efforts, or in any way assisting or employing the assistance of any other
person or entity (including, without limitation, any consultant or any person
employed by or associated with any entity with which you are employed or
associated), recruit, solicit or induce (or in any way assist another in
recruiting, soliciting or inducing) any employee or consultant of the Company
to terminate his or her employment or other relationship with the Company.


7.             Assignment.  This Agreement and the rights and obligations
of the parties hereto shall bind and inure to the benefit of any successor of
the Company by reorganization, merger or consolidation and any assignee of all
or substantially all of its business and properties.  Neither this Agreement nor any rights or
benefits hereunder may be assigned by you, except that, upon your death, your
earned and unpaid economic benefits will be paid to your heirs or
beneficiaries.


8.             Interpretation and
Severability.  It is the express intent of the
parties that (a) in case any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, such provision shall be construed by
limiting and reducing it as determined by a court of competent jurisdiction, so
as to be enforceable to the fullest extent compatible with applicable law; and
(b) in case any one or more of the provisions contained in this Agreement
cannot be so limited and reduced and for any reason is held to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability shall
not affect the other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


9.             Notices.  Any notice that you or the Company are
required to give the other under this Agreement shall be given by personal
delivery, recognized overnight courier service, or registered or certified
mail, return receipt requested, addressed in your case to you at your last 



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address of record with the Company, or at such other
place as you may from time to time designate in writing, and, in the case of
the Company, to the Company at its principal office, or at such other office as
the Company may from time to time designate in writing.  The date of actual delivery of any notice
under this Section 9 shall be deemed to be the date of receipt thereof.


10.           Waiver.  No
consent to or waiver of any breach or default in the performance of any
obligation hereunder shall be deemed or construed to be a consent to or waiver
of any other breach or default in the performance of any of the same or any
other obligations hereunder.  No waiver
hereunder shall be effective unless it is in writing and signed by the waiving
party.


11.           Complete Agreement; Modification.  This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes any previous oral or written communications, negotiations,
representations, understandings, or agreements between them.  Any modification of this Agreement shall be
effective only if set forth in a written document signed by you and a duly
authorized officer of the Company.


12.           Headings.  The headings of the Sections
hereof are inserted for convenience only and shall not be deemed to constitute
a part, or affect the meaning, of this Agreement.


13.           Counterparts.  This Agreement may be signed in
two (2) counterparts, each of which shall be deemed an original and both of
which shall together constitute one agreement.


14.           Choice of Law;
Jurisdiction.  This
Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts, and the validity, interpretation and performance of this
Agreement shall be governed by, and construed in accordance with, the laws of
Massachusetts, without regard to conflict of law principles.  You hereby consent and submit without
limitation to the jurisdiction of courts in Massachusetts in connection with
any action arising out of this Agreement, and waive any right to object to any
such forum as inconvenient or to object to venue in Massachusetts.  You agree that, in any action arising out of
this Agreement, you will accept service of process by registered mail or the
equivalent directed to your last known address or by such other means permitted
by such court.


15.           Advice of Counsel; No
Representations.  You acknowledge that you have been advised to
review this Agreement with your own legal counsel, that prior to entering into this Agreement, you have had the
opportunity to review this Agreement with your attorney, and that the Company has not made any representations, warranties,
promises or inducements to you concerning the terms, enforceability or
implications of this Agreement other than as are contained in this Agreement.


16.           I.R.C. § 409A.  All other provisions
of this Agreement notwithstanding, this Agreement shall be construed to avoid
any adverse tax consequences to you under Internal Revenue Code Section 409A,
and the parties agree to amend this Agreement from time to time as may be
necessary to that end, in a manner that best preserves the economic benefits to
you.  Further, for so long as the Company
has a class of stock that is publicly traded on an established securities
market or otherwise, then the Company shall from time to time compile a list of
“Specified Employees” as defined in, and in accordance with Treasury Reg. §
1.409A-1(i) or any 



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successor regulation.  If you are a Specified Employee on the date
of the termination of your employment with the Company, then, notwithstanding
any other provision herein, no payment shall be made to you pursuant to this
Agreement during the period lasting six (6) months from the date of such
termination of employment unless the Company determines that there is no
reasonable basis for believing that making such payment would cause you to
suffer any adverse tax consequences pursuant to Section 409A. If any payment to
you is delayed pursuant to the provisions of this paragraph, such delayed
payment shall instead be made on the first business day following the
expiration of the six (6) month period referred to herein.



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IN WITNESS WHEREOF,
the Company and you have executed this Agreement as of the day and year first
set forth above.


	
  

  	
  AMAG Pharmaceuticals, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Brian J. G. Pereira

  	
   

  
	
   

  	
  Name:  Brian
  J.G. Pereira

  
	
   

  	
  Title:  President
  & Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy G. Healey

  	
   

  
	
   

  	
  Name:  Timothy
  G. Healey

  
	
   

  	
  Title:  Senior
  Vice President of Commercial Operations