Exhibit
10.1


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”), and Brian J.G. Pereira, MD of 54 Rowena
Road, Newton, MA 02459 (“you”).


Whereas, the Company and you
wish to amend and restate the Employment Agreement dated as of November 22, 2005
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 President
and Chief Executive Officer of the Company.


b)            Duties.  You shall perform for the
Company the duties customarily associated with the office of President and
Chief Executive Officer and such other duties as may be assigned to you from
time to time by 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 and you may
continue your teaching activities; 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 as President and Chief
Executive Officer.  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 $431,000, 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 (the “Annual Bonus”) of up to 75% 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 in consultation with you, you achieve or exceed
specific and measurable individual and company performance objectives
established by the Board in consultation with you and communicated to you in
advance.  The exact amount of the bonus
for any year during the term shall be determined by the Board 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.  You will also be eligible to receive an
additional one-time bonus of $100,000 if you achieve certain additional
performance goals to be established by the Board on or prior to December 31,
2007 (the “One-Time Bonus”). The Company shall pay the Annual Bonus and, if
applicable, the One-Time Bonus, no later than two and a half months after the
end of the fiscal year to which the applicable bonus relates.  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 determined by the Board from time to time.  As to options to purchase common stock,
restricted stock units and other equity incentives granted to you prior to the
date hereof, nothing in this Agreement shall alter, amend or affect the terms
governing such incentives, including without limitation, acceleration of
vesting in connection with any event or occurrence.


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.


g)            Life
Insurance.  The Company will provide
you with a ten (10) year term life insurance policy in the face amount of $2
million.



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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 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 thirty (30) 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 thirty (30) 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 title, 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:



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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 shall
determine the extent to which any of the individual performance objectives
established by the Board pursuant to Section 3(b) above were met as of the time
of your death.  If, based on that
determination, the Board 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 twenty four (24) 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 granted to you
after the date hereof and 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 twenty-four (24) 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;



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·                  the Company will pay you two 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.


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, 



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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
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 



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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 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/ Mark Skaletsky

  	
   

  
	
   

  	
  Name: Mark Skaletsky

  
	
   

  	
  Title: Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brian J.G. Pereira, MD

  	
   

  
	
   

  	
  Brian J.G. Pereira, MD