**Exhibit10.3**

**EMPLOYMENTAGREEMENT**

THISEMPLOYMENT AGREEMENT (the “Agreement”), made this 1st day of March 2007, isentered into by Sepracor Inc., a Delaware corporation with its principal placeof business at 84 Waterford Drive, Marlborough, Massachusetts 01752-7231(the“Company”), and Andrew I. Koven, residing at                                    (the “Executive”).

The Companydesires to employ the Executive and the Executive desires to be employed by theCompany.  In consideration of the mutualcovenants and promises contained herein, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged bythe parties hereto, the parties agree as follows:

# 1.                                       Term of Employment. The Company hereby agrees to employ the Executive and the Executivehereby accepts employment with the Company, upon the terms set forth in thisAgreement, for the period commencing on March 1, 2007 (the “Commencement Date”)****and ending on March 1, 2010 (the “Term”)**. **Notwithstandingthe foregoing, the Term shall be extended automatically without further actionby either party by one (1) additional year (added to the end of the Term) oneach succeeding anniversary of March 1, 2010, unless either party shall haveserved written notice upon the other party at least sixty (60) days precedingthe date upon which such Term would end (such period, as it may be extended,the “Employment Period”), unless sooner terminated in accordance with theprovisions of Section 4.

# 2.                                       Title and Capacity. The Executive shall serve as Executive Vice-President, General Counseland Corporate Secretary of the Company. Executive shall report directly to the Chief Executive Officer of theCompany and shall, except as permitted hereby, devote all of his business timeand services to the business and affairs of the Company.  Executive shall also perform such otherduties consistent with his position as Executive Vice-President, General

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# Counsel and Corporate Secretary asmay be reasonably assigned by the Chief Executive Officer and the Board ofDirectors of the Company (the “Board”) from time to time.  The Executive agrees to abide by the rules,regulations, instructions, personnel practices and policies of the Company andany changes therein that may be adopted from time to time by the Company.

Notwithstandinganything herein to the contrary, Executive shall be entitled to engage in (a)service on the board of directors of one company, businesses or tradeorganization with prior Board approval, (b) service on the board of directorsof not-for-profit or charitable organizations with prior Board approval, (c)other charitable activities and community affairs and (d) managing his personalinvestments and affairs, in each case to the extent such activities do notmaterially interfere with the performance of his duties and responsibilities tothe Company.

# 3.                                       Compensation and Benefits.

## 3.1                                 Salary.  During the term of this Agreement, theCompany agrees to pay to the Executive a base salary at the annualized rate of$500,000 (“Base Salary”) commencing on the Commencement Date.  The Base Salary shall be subject to annualreview by the Board but shall not be reduced below $500,000 per annum.  Such salary shall be payable to Executive inbi-weekly installments and in accordance with the Company’s normal payrollprocedures.

## 3.2                                 Bonus.  The Executive shall receive a one-time “SignOn” bonus of $150,000 less applicable taxes and withholdings to be paid withinthirty (30) days of the Commencement Date, provided, however, ifthe Executive’s employment is terminated, within twelve (12) months of theCommencement Date, for Cause by the Company pursuant to Section 4.2 or at theelection of the Executive pursuant to Section 4.5, the Executive will be requiredto repay the portion of the Sign On bonus retained by Executive after thepayment of all taxes.  In addition, theExecutive shall be eligible for a performance-based annual bonus for eachfiscal

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## year ofthe Term (the “Annual Bonus”). The Annual Bonus shall be based upon annualquantitative and qualitative performance targets as established by the Board inits sole discretion in accordance with the Company’s bonus plan; provided,that the Executive’s annual bonus level target shall be set at fifty percent(50%) of Base Salary.  For 2007,Executive shall be entitled to a pro rata guaranteed bonus based on an AnnualBonus of fifty percent (50%) of his Base Salary. The Annual Bonus is not earneduntil the close of business on the last business day of the Company’s fiscalyear.  Any Annual Bonus payable hereundershall be payable, if at all, after the date of the delivery of the auditedfinancial statements for the applicable fiscal year.

3.3                                 Stockand Option Grant.  At the firstmeeting of the Compensation Committee of the Board of Directors following theExecutive’s first day of employment, the Company shall grant to the Executive,under the Company’s 2000 Stock Incentive Plan (the “Stock Plan”), 30,000 sharesof restricted stock and an option to purchase 70,000 shares of Company stock(the “Initial Grant”).  The terms andconditions of the Initial Grant (other than the exercise price per share, whichshall be equal to the closing price of the Company’s stock on the grant date)shall be set forth in the award agreements attached hereto as Schedules A andB.  The stock option portion of theInitial Grant shall vest in five equal installments on each of the first fiveanniversaries of the grant date, and the restricted stock award portion of theInitial Grant shall vest in three equal installments on each of the first threeanniversaries of the grant date.  TheBoard, in its sole discretion, may grant further incentive compensation awardsto the Executive from time to time.  TheCompany represents and warrants to Executive that the Company has full powerand authority, subject to Compensation Committee approval, and shares availableunder the Stock Plan to make the Initial Grant.

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## 3.4                                 Benefits.  The Executive shall be entitled toparticipate in all bonus and benefit programs that the Company establishes andmakes available to its employees, to the extent that the Executive is eligibleunder (and subject to the provisions of) the plan documents governing thoseprograms.  The Executive shall beentitled to no less than four weeks paid vacation per year, subject to theother terms of the Company’s standard vacation policy (Schedule C).

## 3.5                                 Reimbursementof Expenses.  The Companyshall reimburse the Executive for all reasonable travel (which shall be deemedto include first class airfare), entertainment and other expenses incurred orpaid by the Executive in connection with, or related to, the performance of hisduties, responsibilities or services under this Agreement or in connection withExecutive’s commuting to and from his personal residence in New Jersey and theCompany’s offices, upon presentation by the Executive of documentation, expensestatements, vouchers and/or such other supporting information as the Companymay request.

## 3.6                                 HousingExpenses.  The Companyunderstands that the Executive intends to maintain his primary residenceoutside the Massachusetts area for up to eighteen (18) months and then intendsto relocate to the Massachusetts area. Until the Executive relocates to theMassachusetts area, the Company agrees to provide the Executive with a housingallowance of $3,750 per month, related to the rental or purchase of a home,within suitable distance to the Company’s headquarters, which payments shall bemade on a fully tax grossed-up basis. The Company also will reimburse the Executive for reasonable travel,meals and lodging expenses incurred by him for up to two trips for the purposeof securing such house or apartment within a suitable distance to the Company’sheadquarters.  Executive shall be entitledto relocation

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## benefitsafforded by the Company to other Company executives if and when Executivedecides to permanently relocate his primary residence to the Massachusettsarea.

## 3.7                                 Executive’sLegal Fees.  The Companyagrees to pay the Executive’s reasonable legal costs and expenses in connectionwith negotiating and drafting this Agreement up to a maximum of $15,000.

## 3.8                                 Automobile.  The Company agrees to provide the Executivewith an automobile allowance or a leased automobile with a retail value of upto $60,000, which payments shall be made on a fully tax grossed-up basis.  In addition, the Company agrees to pay allinsurance, maintenance, fuel and other customary costs associated withoperating the automobile.

## 3.9                                 Withholding.  All salary, bonus and other compensationpayable to the Executive shall be subject to applicable withholding taxes.

# 4.                                       Employment Termination. The employment of the Executive under this Agreement shall terminateupon the occurrence of any of the following:

## 4.1                                 On theexpiration date of the Employment Period.

## 4.2                                 At theelection of the Company, for Cause (as defined below), immediately upon writtennotice by the Company to the Executive, which notice shall identify the Causeupon which termination is based.  For thepurposes of this Section 4.2, Cause for termination shall mean:  (a) the Executive’s willful and continuedfailure to substantially perform his reasonable assigned duties (other than anysuch failure resulting from incapacity due to physical or mental illness or anyfailure after the Executive gives notice of termination for Good Reason andGood Reason exists), which failure is not cured within 30 days after a writtendemand for substantial performance is received by the Executive from the Boardof Directors of

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## the Companywhich specifically identifies the manner in which the Board of Directorsbelieves the Executive has not substantially performed the Executive’s duties;(b) the Executive’s willful engagement in illegal conduct or gross misconductwhich is materially and demonstrably injurious to the Company; or (c) amaterial breach of Section 6 or 7 of this Agreement by the Executive.  For purposes of this Section 4.2, no act orfailure to act by the Executive shall be considered “willful” unless it isdone, or omitted to be done, in bad faith and without reasonable belief thatthe Executive’s action or omission was in the best interests of the Company.

## 4.3                                 Upon thedeath or disability of the Executive.  Asused in this Agreement, the term “disability” shall mean the Executive’sabsence from the full-time performance of the Executive’s duties with theCompany for one hundred eighty (180) consecutive calendar days as a result ofincapacity due to mental or physical illness which is determined to be totaland permanent by a physician selected by the Company or its insurers andacceptable to the Executive or the Executive’s legal representative.

## 4.4                                 At theelection of the Executive for Good Reason as defined herein.  The Executive may terminate his employmentfor Good Reason at any time, following 30-days prior written notice of suchtermination to the Company. Such notice shall provide factual details of thebasis behind such termination and the Company shall have a thirty (30) dayperiod thereafter to cure such matter.  Asused herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement,including the failure to pay Base Salary or any Annual Bonus when due; or (b)any material adverse change by the Company in Executive’s titles, authorities,duties, responsibilities or lines of reporting inconsistent with the termshereof or the assignment to Executive by the Company of titles, authorities,duties, responsibilities or lines of reporting inconsistent with the termshereof, or (c) a relocation of the principal offices of

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## theCompany to an area more than forty (40) miles from the location of such officesas of the date hereof.

## 4.5                                 At theelection of the Executive without Good Reason, upon not less than sixty (60)calendar days prior written notice of termination by the Executive to theCompany; provided, however, that the Company may, in its solediscretion, determine that the termination of the Executive shall becomeeffective immediately and in which case the termination shall still beconsidered at the election of the Executive without Good Reason.

## 4.6                                 At theelection of the Company, without Cause, upon not less than sixty (60) dayswritten notice to Executive.

## 4.7                                 At theelection of the Company or the Executive in connection with a Change inControl, as set forth in the Executive Retention Agreement between the Companyand the Executive (the “ERA”), dated as of the date hereof.  “Change in Control” shall have the meaningset forth in the ERA.

# 5.                                       Effect of Termination.

## 5.1                                 Non-Renewal,Termination Without Good Reason By the Executive or Termination For Cause Bythe Company.  In the eventthe Executive’s employment is terminated by non-renewal pursuant to Section4.1, for Cause by the Company pursuant to Section 4.2, or at the election ofthe Executive pursuant to Section 4.5, the Company shall pay to the Executivethe compensation and benefits otherwise payable to him under Section 3 throughthe last calendar day of his actual employment by the Company.

## 5.2                                 Terminationfor Death or Disability.  In the event the Executive’s employment isterminated by death or because of disability pursuant to Section 4.3, theCompany shall pay to the estate of the Executive or to the Executive, as thecase may be, (A) within thirty

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## (30) daysof the date of the Executive’s death or determination of disability, thecompensation which would otherwise be payable to the Executive up to the end ofthe month in which the termination of his employment because of death ordisability occurs; and (B) an annual bonus, payable when bonuses are paid forthat year, in an amount equal to the total bonus he would be paid for suchyear, if any, multiplied by a fraction, the numerator of which is the number ofdays in the year that have elapsed since January 1 and the denominator of whichis 365 (a “Pro Rata Bonus”).  Inaddition, the Company shall permit Executive or Executive’s estate orrepresentative to exercise the vested stock option portion of the Initial Grantfor a period of no less than one year after any such termination of employment.

## 5.3                                 TerminationBy the Executive With Good Reason or By the Company Without “Cause”.  In the event the Executive’s employment isterminated by the Executive with Good Reason pursuant to Section 4.4 or by theCompany without Cause pursuant to Section 4.6, the Company shall pay to theExecutive the compensation and benefits otherwise payable to him under Section3 through the last calendar day of his actual employment by the Company.  In addition, provided the Executive executesand does not revoke a Separation Agreement and Release of Claims for thebenefit of the Company substantially in the form set forth on Schedule Dhereto, the Company shall(a)****continueto pay the Executive the Base Salary for eighteen (18) months in accordancewith the Company’s regular payroll practices; (b) pay the Executive a Pro RataBonus; (c) pay the Executive, in bi-weekly installments, over aneighteen-month period, an amount equal in the aggregate to 1.5 times theaverage Annual Bonus earned for the two years prior to the date of histermination (in the event Executive has not been employed for a sufficientperiod to earn two such bonuses, such calculation shall be made assumingExecutive earned a bonus for any such year at a target level of performance(taking into account any minimum

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## bonusamount)); (d) provide to the Executive for 18 months following the date of histermination payment of COBRA premiums for medical, dental, and vision benefitspursuant to plans maintained by the Company under which Executive and/orExecutive’s family is eligible to receive benefits; provided, however, that,notwithstanding the foregoing, the benefits described in this subsection may bediscontinued prior the end of the period, but only to the extent, that Executivereceives substantially similar benefits from a subsequent employer; and (e)permit Executive to exercise the stock option portion of the Initial Grant fora period of no less than six months after the date of termination.

## 5.4                                 Termination Following a Change in Control.  Inthe event the Executive’s employment is terminated pursuant to Section 4.7 bythe Company or by the Executive within 24 months following the Change inControl Date as defined in the ERA, the Executive will be entitled to thebenefits set forth in the ERA in accordance with the terms of the ERA.  

## 5.5                                 Six MonthDelay.  If any payment,compensation or other benefit provided to the Executive in connection with hisemployment termination is determined, in whole or in part, to constitute “nonqualifieddeferred compensation” within the meaning of Section 409A and the Executive isa specified employee as defined in Section 409A(a)(2)(B)(i), no part of suchpayments shall be paid before the day that is six (6) months plus one (1) dayafter the date of termination (the “New Payment Date”).  In the case of welfare benefit continuation,the Company shall use its best efforts to enable Executive to obtain suchbenefits at Executive’s expense prior to the New Payment Date.  The aggregate of any payments that otherwisewould have been paid to the Executive (or on Executive’s behalf) during theperiod between the date of termination and the New Payment Date shall be paidto the Executive in a lump sum on such New Payment Date.  Thereafter, any payments that remainoutstanding as of the day immediately

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## followingthe New Payment Date shall be paid without delay over the time periodoriginally scheduled, in accordance with the terms of this Agreement.

# 6.                                       Non-Competition and Non-Solicitation.

### (a)                                  While the Executiveis employed by the Company and for a period of twelve (12) months following theExecutive’s termination or cessation of such employment for any reason, theExecutive will not directly or indirectly:

#### (i)                                     Engage inany business or enterprise (whether as an owner, partner, officer, employee,director, investor, lender, consultant, independent contractor or otherwise,except as the holder of not more than 5% of the combined voting power of theoutstanding stock of a publicly held company) that (A) is competitive withthe Company’s business and (B) develops, designs, produces, markets, sellsor renders any product or service competitive with any product developed,produced, marketed, sold or rendered by the Company while the Executive wasemployed by the Company;

#### (ii)                                  Either alone or in association with others, recruit or solicit, anyperson who was employed by the Company at any time during the period of theExecutive’s employment with the Company, except for an individual whoseemployment with the Company has been terminated for a period of six months orlonger; and

#### (iii)                               Either alone or in association with others, solicit, divert or take away, or attempt to divert or to takeaway, the business or patronage of any of the clients, customers or accounts, orprospective clients, customers or accounts, of the Company which werecontacted, solicited or served by the Executive while he was employed by theCompany.

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### (b)                                 If any restriction set forth in this Section 6 is found by any court of competentjurisdiction to be unenforceable because it extends for too long a period oftime or over too great a range of activities or in too broad a geographic area,it shall be interpreted to extend only over the maximum period of time, rangeof activities or geographic area as to which it may be enforceable.

### (c)                                  The Executive acknowledges that the restrictions contained in this Agreement are necessary for theprotection of the business and goodwill of the Company and are considered bythe Executive to be reasonable for such purpose.  The Executive agrees that any breach of thisAgreement will cause the Company substantial and irrevocable damage andtherefore, in the event of any such breach, in addition to such other remedieswhich may be available, the Company shall have the right to seek specificperformance and injunctive relief without posting a bond.

### (d)                                 The geographic scope of this Section shall extend to anywhere theCompany or any of its subsidiaries is doing business during the Term or hasplans, during the Term, to do business.

### (e)                                  The Executive agrees to provide a copy ofthis Agreement to all person and Entities with whom the Executive seeks to be hired or do business before acceptingemployment or engagement with any of them.

### (f)                                    If the Executive violates the provisions of this Section, the Executive shall continueto be held by the restrictions set forth in this Section, until a period equalto the period of restriction has expired without any violation.

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# 7.                                       Proprietary Information andDevelopments.

## 7.1                                 ProprietaryInformation.

### (a)                                  TheExecutive agrees that all information, whether or not in writing, of a private,secret or confidential nature concerning the Company’s business, businessrelationships or financial affairs (collectively, “Proprietary Information”) isand shall be the exclusive property of the Company.  By way of illustration, but not limitation,Proprietary Information may include discoveries, inventions, products, productimprovements, product enhancements, processes, methods, techniques, formulas, compositions,compounds, negotiation strategies and positions, projects, developments, plans(including business and marketing plans), research data, clinical data,financial data (including sales, costs, profits and pricing methods), personneldata, computer programs (including software used pursuant to a licenseagreement), customer and supplier lists, and contacts at or knowledge ofcustomers or prospective customers of the Company.  Except as required by applicable law, theExecutive will not disclose any Proprietary Information to any person or entityother than employees of the Company or use the same for any purposes (otherthan in the performance of his duties as an employee of the Company) withoutprior written approval from the Chief Executive Officer, either during or afterhis employment with the Company, unless and until such Proprietary Informationhas become public knowledge without fault by the Executive.

### (b)                                 TheExecutive agrees that all files, documents, letters, memoranda, reports,records, data, sketches, drawings, methods, laboratory notebooks, programlistings, computer equipment or devices, computer programs or other written,photographic, or other tangible material containing Proprietary Information,whether created by the Executive or others, which shall come into his custodyor possession, shall be and are the exclusive property of the

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### Companyand are to be used by the Executive only in the performance of his duties forthe Company.  All such materials orcopies thereof and all tangible property of the Company in the custody orpossession of the Executive shall be delivered to the Company upon the earlierof (i) a request by the Company or (ii) termination of hisemployment.  After such delivery, theExecutive shall not retain any such materials or copies thereof or any suchtangible property.

### (c)                                  TheExecutive agrees that his obligation not to disclose or to use information andmaterials of the types set forth in subsections (a) and (b) above, and hisobligation to return materials and tangible property set forth in subsection(b) above, also extends to such types of information, materials and tangibleproperty of customers of the Company or suppliers to the Company or other thirdparties who may have disclosed or entrusted the same to the Company or to theExecutive.

## 7.2                                 Developments.

### (a)                                  TheExecutive will make full and prompt disclosure to the Company of allinventions, creations, improvements, discoveries, trade secrets, secretprocesses, technology, know-how, copyrightable materials, methods,developments, software, and works of authorship or other creative works,whether patentable or not, which are created, made, conceived or reduced topractice by him or under his direction or jointly with others during hisemployment by the Company, whether or not during normal working hours or on thepremises of the Company (all of which are collectively referred to in thisAgreement as “Developments”).

### (b)                                 TheExecutive agrees to assign and does hereby assign to the Company (or any personor entity designated by the Company) all his right, title and interest in andto all Developments and all related patents, patent applications, copyrightsand copyright applications.  However,this subsection (b) shall not apply to Developments that do not relate to

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### anybusiness or research and development conducted or planned to be conducted bythe Company at the time such Development is created, made, conceived or reducedto practice and that are made and conceived by the Executive not during normalworking hours, not on the Company’s premises and not using the Company’s tools,devices, equipment or Proprietary Information. The Executive understands that, to the extent this Agreement shall beconstrued in accordance with the laws of any state that precludes a requirementin an employee agreement to assign certain classes of inventions made by anemployee, this subsection (b) shall be interpreted not to apply to anyinvention that a court rules and/or the Company agrees falls within suchclasses.  The Executive also herebywaives all claims to moral rights in any Developments.

### (c)                                  TheExecutive agrees to cooperate fully with the Company and to take such furtheractions as may be necessary or desirable, both during and after his employmentwith the Company, with respect to the procurement, maintenance and enforcementof copyrights, patents and other intellectual property rights (both in theUnited States and foreign countries) relating to Developments.  The Executive shall sign all papers,including, without limitation, copyright applications, patent applications,declarations, oaths, formal assignments, assignments of priority rights andpowers of attorney, that the Company may deem necessary or desirable in orderto protect its rights and interests in any Development.  The Executive further agrees that if theCompany is unable, after reasonable effort, to secure the signature of theExecutive on any such papers, the Chief Executive Officer of the Company shallbe entitled to execute any such papers as the agent and the attorney-in-fact ofthe Executive, and the Executive hereby irrevocably designates and appoints theChief Executive Officer of the Company as his agent and attorney-in-fact toexecute any such papers on his behalf and to take any and all actions as the

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### Companymay deem necessary or desirable in order to protect its rights and interests inany Development under the conditions described in this sentence.

## 7.3                                 UnitedStates Government Obligations.  The Executive acknowledges that the Companyfrom time to time may have agreements with other parties or with the UnitedStates Government, or agencies thereof, which impose obligations orrestrictions on the Company regarding inventions made during the course of workunder such agreements or regarding the confidential nature of such work.  The Executive agrees to be bound by all suchobligations and restrictions that are made known to the Executive and to takeall action necessary to discharge the obligations of the Company under suchagreements.

## 7.4                                 OtherAgreements.  TheExecutive hereby represents that he is not bound by the terms of any agreementwith any previous employer or other party to refrain from competing, directlyor indirectly, with the business of such previous employer or any otherparty.  The Executive further representsthat his performance of all the terms of this Agreement and the performance ofhis duties as an employee of the Company does not and will not breach anyagreement to keep in confidence proprietary information, knowledge or data acquiredby him in confidence or in trust prior to his employment with the Company andthat the Executive will not disclose to the Company or induce the Company touse any confidential or proprietary information, knowledge or materialbelonging to any previous employer or others. The Executive further represents that his performance of all the termsof this Agreement and the performance of his duties as an employee of theCompany does not and will not breach any agreement to refrain from solicitingemployees, customers or suppliers of any former employer or others.

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# 8.                                       Indemnification. The Company shall indemnify the Executive in accordance with itsCertificate of Incorporation and By-Laws.

# 9.                                       Survival. The provisions of Sections 6, 7 and 8 shall survive the terminationof this Agreement for any reason.

# 10.                                 Notices. Any notices delivered under this Agreement shall be deemed dulydelivered three (3) business days after it is sent by registered or certifiedmail, return receipt requested, postage prepaid, or one (1) business day afterit is sent for next-business day delivery via a reputable nationwide overnightcourier service, in each case to the address of the recipient set forth in theintroductory paragraph hereto.  Eitherparty may change the address to which notices are to be delivered by givingnotice of such change to the other party in the manner set forth in thisSection 10.

# 11.                                 Compliance with Code Section 409A. It is intended that this Agreement comply with or be exempt from therequirements of Sections 409A(a)(2) through (4) of the Internal Revenue Code of1986, as amended, and all regulations issued thereunder.  The Agreement shall be interpreted andadministered for all purposes in accordance with this intent and may be amendedby the Company, following consultation with Executive and Executive’s legal andtax advisors, at any time if such amendment is deemed necessary to satisfy thisintent.

# 12.                                 Pronouns. Whenever the context may require, any pronouns used in this Agreementshall include the corresponding masculine, feminine or neuter forms, and thesingular forms of nouns and pronouns shall include the plural, and vice versa.

# 13.                                 Entire Agreement. This Agreement, together with the ERA, constitutes the entire agreementbetween the parties and supersedes all prior agreements and understandings,whether written or oral, relating to the subject matter of this Agreement.

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# 14.                                 Amendment. This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and the Executive.

# 15.                                 Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the Commonwealth of Massachusetts (without reference to the conflict oflaws provisions thereof).  Any action,suit or other legal proceeding arising under or relating to any provision ofthis Agreement shall be commenced only in a court of the Commonwealth ofMassachusetts (or, if appropriate, a federal court located within theCommonwealth of Massachusetts), and the Company and the Executive each consentsto the jurisdiction of such a court.  TheCompany and the Executive each hereby irrevocably waive any right to a trial byjury in any action, suit or other legal proceeding arising under or relating toany provision of this Agreement or any other dealing between them relating tothe subject matter of this transaction and the relationship that is beingestablished.

# 16.                                 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of bothparties and their respective successors and assigns, including any corporationwith which or into which the Company may be merged or which may succeed to itsassets or business; provided, however, that the obligations ofthe Executive are personal and shall not be assigned by him.

# 17.                                 Acknowledgment. The Executive states and represents that he has had an opportunity tofully discuss and review the terms of this Agreement with an attorney.  The Executive further states and representsthat he has carefully read this Agreement, understands the contents herein,freely and voluntarily assents to all of the terms and conditions hereof, andsigns his name of his own free act.

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# 18.                                 Miscellaneous.

## 18.1                           No delayor omission by the Company in exercising any right under this Agreement shalloperate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall beeffective only in that instance and shall not be construed as a bar to orwaiver of any right on any other occasion.

## 18.2                           Thecaptions of the sections of this Agreement are for convenience of referenceonly and in no way define, limit or affect the scope or substance of anysection of this Agreement.

## 18.3                           In caseany provision of this Agreement shall be invalid, illegal or otherwiseunenforceable, the validity, legality and enforceability of the remainingprovisions shall in no way be affected or impaired thereby.

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearset forth above.
|        | Sepracor Inc.       |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |  /s/ Timothy  J. Barberich |   |
|   | Title:              | Chairman and CEO |   |
|   |                |
|   |                |
|   | /s/ Andrew I. Koven |   |
|   | Andrew I. Koven     |

 

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**SCHEDULEAFORM OF RESTRICTED STOCK AGREEMENT**

**SEEATTACHED AGREEMENT**

** **

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**SEPRACORINC.**

**RestrictedStock Agreement**

** **

| Name of Recipient:                                     |   |
|--------------------------------------------------------|--------|
|                                                   |   |
| Number of shares of restricted common   stock awarded: |   |
|                                                   |   |
| Grant Date:                                            |   |

 

                Sepracor Inc. (the “Company”) has selected you toreceive the restricted stock award described above, which is subject to theprovisions of the Company’s 2000 Stock Incentive Plan (the “Plan”) and theterms and conditions contained in this Restricted Stock Agreement.  Please confirm your acceptance of thisrestricted stock award and of the terms and conditions of this Agreement bysigning a copy of this Agreement where indicated below.
| ** **                 | **SEPRACOR INC.**        |
|----------------------------|--------------------------|
|                       |                     |
|                       | By:                      |   |
|                       | [insert name and  title] |
|                       |                     |
| Accepted and Agreed:       |                     |
|                       |                     |
|                       |                     |   |
| [insert name of recipient] |                     |
|                       |                     |
|                            |                          |  |  |

** **

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**SEPRACORINC.**

**RestrictedStock Agreement**

                The terms and conditions of the award of shares ofrestricted common stock of the Company (the “Restricted Shares”) made to theRecipient, as set forth on the cover page of this Agreement, are as follows:

1.             Issuance ofRestricted Shares.

(a)           The Restricted Shares are issued tothe Recipient, effective as of the Grant Date (as set forth on the cover pageof this Agreement), in consideration of employment services rendered and to berendered by the Recipient to the Company.

(b)           The Restricted Shares will initiallybe issued by the Company in book entry form only, in the name of theRecipient.  Following the vesting of anyRestricted Shares pursuant to Section 2 below, the Company shall, if requestedby the Recipient, issue and deliver to the Recipient a certificate representingthe vested Restricted Shares.   TheRecipient agrees that the Restricted Shares shall be subject to the forfeitureprovisions set forth in Section 3 of this Agreement and the restrictions ontransfer set forth in Section 4 of this Agreement.

2.             Vesting.

(a)           Vesting Schedule.  Unless otherwise provided in this Agreementor the Plan, the Restricted Shares shall vest in accordance with the followingvesting schedule:  [     %of the total number of Restricted Shares shall vest on the first anniversary ofthe Grant Date and      % of the total number ofRestricted Shares shall vest on each successive anniversary thereafter, throughand including the       anniversary of the GrantDate].  Any fractional number ofRestricted Shares resulting from the application of the foregoing percentagesshall be rounded down to the nearest whole number of Restricted Shares.

(b)           Acceleration of Vesting.  Notwithstanding the foregoing vestingschedule, as provided in the Plan, all unvested Restricted Shares shall vesteffective immediately prior to a Change in Control Event (as defined in thePlan).   

3.             Forfeiture ofUnvested Restricted Shares Upon Employment Termination.

                In the event that the Recipient ceases to be employedby, a director of, or a consultant or advisor to, the Company for any reason orno reason, with or without cause all of the Restricted Shares that are unvestedas of the time of such employment termination shall be forfeited immediatelyand automatically to the Company, without the payment of any consideration tothe Recipient, effective as of such termination of employment.  The Recipient shall have no further rightswith respect to any Restricted Shares that are so forfeited.  If the Recipient is employed by a subsidiaryof the Company, any references in this Agreement to employment with the Companyshall instead be deemed to refer to employment with such subsidiary.

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4.             Restrictions onTransfer.

                The Recipient shall not sell, assign, transfer,pledge, hypothecate or otherwise dispose of, by operation of law or otherwise(collectively “transfer”) any Restricted Shares, or any interest therein, untilsuch Restricted Shares have vested, except that the Recipient may transfer suchRestricted Shares as part of the sale of all or substantially all of the sharesof capital stock of the Company (including pursuant to a merger orconsolidation).  The Company shall not berequired (i) to transfer on its books any of the Restricted Shares which havebeen transferred in violation of any of the provisions of this Agreement or(ii) to treat as owner of such Restricted Shares or to pay dividends to anytransferee to whom such Restricted Shares have been transferred in violation ofany of the provisions of this Agreement.

5.             RestrictiveLegends.  

                The book entry account reflecting the issuance of theRestricted Shares in the name of the Recipient shall bear a legend or othernotation upon substantially the following terms:

                “These shares of stock are subject to forfeitureprovisions and restrictions on transfer set forth in a certain Restricted StockAgreement between the corporation and the registered owner of these shares (orhis or her predecessor in interest), and such Agreement is available forinspection without charge at the office of the Secretary of the corporation.” 

6.             Rights as aShareholder.

                Except as otherwise provided in this Agreement, forso long as the Recipient is the registered owner of the Restricted Shares, the Recipientshall have all rights as a shareholder with respect to the Restricted Shares,whether vested or unvested, including, without limitation, any rights toreceive dividends and distributions with respect to the Restricted Shares andto vote the Restricted Shares and act in respect of the Restricted Shares atany meeting of shareholders.

7.             Provisions ofthe Plan.

                This Agreement is subject to the provisions of thePlan, a copy of which is furnished to the Recipient with this Agreement.  As provided in the Plan, upon the occurrenceof a Reorganization Event (as defined in the Plan), the rights of the Companyhereunder (including the right to receive forfeited Restricted Shares) shallinure to the benefit of the Company’s successor and, unless the Board determinesotherwise, shall apply to the cash, securities or other property which theRestricted Shares were converted into or exchanged for pursuant to suchReorganization Event in the same manner and to the same extent as they appliedto the Restricted Shares under this Agreement. 

8.             Tax Matters.   

(a)            Acknowledgments; Section 83(b)Election.  The Recipient acknowledgesthat he or she is responsible for obtaining the advice of the Recipient’s owntax advisors with respect to the acquisition of the Restricted Shares and theRecipient is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents with respect to the taxconsequences relating to the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shallbe responsible for the Recipient’s tax liability that may arise in connectionwith the acquisition, vesting and/or disposition of the Restricted Shares.  

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The Recipientacknowledges that he or she has been informed of the availability of making anelection under Section 83(b) of the Internal Revenue Code, as amended, withrespect to the issuance of the Restricted Shares and that the Recipient hasdecided not to file a Section 83(b) election. 

(b)           Withholding. The Recipientacknowledges and agrees that the Company has the right to deduct from paymentsof any kind otherwise due to the Recipient any federal, state, local or othertaxes of any kind required by law to be withheld with respect to the vesting ofthe Restricted Shares.  On each date onwhich Restricted Shares vest, the Company shall deliver written notice to theRecipient of the amount of withholding taxes due with respect to the vesting ofthe Restricted Shares that vest on such date; provided, however, that the totaltax withholding cannot exceed the Company’s minimum statutory withholdingobligations (based on minimum statutory withholding rates for federal and statetax purposes, including payroll taxes, that are applicable to such supplementaltaxable income).  The Recipient shallsatisfy such tax withholding obligations by making a cash payment to theCompany on the date of vesting of the Restricted Shares, in the amount of theCompany’s withholding obligation in connection with the vesting of suchRestricted Shares.    

9.             Miscellaneous.

(a)           No Right to Continued Employment.  The Recipient acknowledges and agrees that,notwithstanding the fact that the vesting of the Restricted Shares iscontingent upon his or her continued employment by the Company, this Agreementdoes not constitute an express or implied promise of continued employment orconfer upon the Recipient any rights with respect to continued employment bythe Company.

(b)           Governing Law.  This Agreement shall be construed,interpreted and enforced in accordance with the internal laws of the State ofDelaware without regard to any applicable conflicts of laws provisions.

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**SCHEDULEBFORM OF STOCK OPTION AGREEMENTS**

**SEEATTACHED AGREEMENT**

** **

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SEPRACOR INC. 

Form of Incentive StockOption Agreement 

Granted Under 2000Stock Incentive Plan 

1.             Grant of Option.

 

                This agreementevidences the grant by Sepracor Inc., a Delaware corporation (the “Company”),on the Grant Date indicated on the preceding Certificate of Stock Option Grant(the “Certificate”) to an employee, consultant, or director of the Company (the“Participant”), of an option to purchase, in whole or in part, on the termsprovided herein and in the Company’s 2000 Stock Incentive Plan (the “Plan”),the number of shares (the “Shares”) of common stock, $.10 par value pershare,  of the Company (“CommonStock”),indicated on the certificate at the price  per Share indicated on the Certificate.Unless earlier terminated, this option shall expire on the Grant ExpirationDate indicated on the Certificate (“Grant Expiration Date”). 

 

                It is intendedthat the option evidenced by this agreement shall not be an incentive stockoption as defined in Section 422 of the Internal Revenue Code of 1986, asamended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,the term “Participant”, as used in this option, shall be deemed to include anyperson who acquires the right to exercise this option validly under its terms. 

 

2.             Vesting Schedule.

 

                This option willbecome exercisable (“vest”) pursuant to the Vesting Schedule indicated on theCertificate (“Vesting Schedule”). 

 

                The right ofexercise shall be cumulative so that to the extent the option is not exercisedin any period to the maximum extent permissible it shall continue to beexercisable, in whole or in part, with respect to all shares for which it isvested until the earlier of the Grant Expiration Date or the termination ofthis option under Section 3 hereof or the Plan. 

 

3.             Exercise ofOption. 

 

(a)            Form of Exercise. Eachelection to exercise this option shall be in writing, signed by theParticipant, and received by the Company at its principal office, accompaniedby this agreement, and payment in full in the manner provided in the Plan. TheParticipant may purchase less than the number of shares covered hereby,provided that no partial exercise of this option may be for any fractionalshare. 

 

(b)           Continuous Relationship with theCompany Required.  Except asotherwise provided in this Section 3, this option may not be exercised unlessthe Participant, at the time he or she exercises this option, is, and has beenat all times since the Grant Date, an [employee or officer of], or consultantor advisor to, the Company or any parent or subsidiary of the Company asdefined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 

 

   

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(c)            Termination of Relationship withthe Company. If the Participant ceases to be an Eligible Participant for anyreason, then, except as provided in paragraphs (d) and (e) below, the right toexercise this option shall terminate three months after such cessation (but inno event after the Grant Expiration Date), provided that this option shall beexercisable only to the extent that the Participant was entitled to exercisethis option on the date of such cessation. Notwithstanding the foregoing, if, following the time the Participanthas ceased to be an Eligible Participant, but prior to the Grant ExpirationDate, the Participant materially breaches Section 6 or 7 of the EmploymentAgreement between the Participant and the Company dated March 1, 2007 (the“Employment Agreement”), the right to exercise this option shall terminateimmediately upon written notice to the Participant from the Company describingsuch violation. 

 

(d)           Exercise Period Upon Death orDisability.  If the Participant diesor becomes disabled (within the meaning of Section 22(e)(3) of the Code) priorto the Grant Expiration Date while he or she is an Eligible Participant and theCompany has not terminated such relationship for “cause” as specified inparagraph (e) below, this option shall be exercisable, within the period of oneyear following the date of death or disability of the Participant, by theParticipant (or in the case of death by an authorized transferee), providedthat this option shall be exercisable only to the extent that this option wasexercisable by the Participant on the date of his or her death or disability,and further provided that this option shall not be exercisable after the GrantExpiration Date. 

 

(e)            Discharge for Cause.  If the Participant, prior to the GrantExpiration Date, is discharged by the Company for “cause” (as defined below),the right to exercise this option shall terminate immediately upon theeffective date of such discharge. “Cause” shall have the meaning set forth in the EmploymentAgreement.   

 

4.             Withholding.

 

                No Shares will beissued pursuant to the exercise of this option unless and until the Participantpays to the Company, or makes provision satisfactory to the Company for paymentof, any federal, state or local withholding taxes required by law to bewithheld in respect of this option. 

 

5.             Nontransferabilityof Option. 

 

                This option maynot be sold, assigned, transferred, pledged or otherwise encumbered by theParticipant, either voluntarily or by operation of law, except by will or thelaws of descent and distribution, and, during the lifetime of the Participant,this option shall be exercisable only by the Participant. 

 

6.             DisqualifyingDisposition. 

 

                If the Participantdiposes of Shares acquired upon exercise of this option within two years fromthe Grant Date or one year after such Shares were acquired pursuant to exerciseof this option, the Participant shall notify the Company in writing of suchdisposition. 

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7.             Provisions ofthe Plan. 

 

                This option issubject to the provisions of the Plan, a copy of which is furnished to theParticipant with this option. 

 

 

IN WITNESS WHEREOF, the Company has caused this option to be executedunder its corporate seal by its duly authorized officer.  This option shall take effect as a sealedinstrument. 

 
|   | SEPRACOR INC. |
|--------|---------------|
|   |          |
|   | By:           |   |

 

PARTICIPANT’S ACCEPTANCE 

 

                The Participant hereby acceptsthe foregoing option and agrees to the terms and conditions thereof.  The Participant hereby acknowledges receipt of a copy of the Company’s 2000Stock Incentive Plan. 
|   |        |
|--------|--------|
|   | Name:  |
|   |   |   |

 

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SEPRACOR INC.

Nonstatutory StockOption AgreementGranted Under 2000 Stock Incentive Plan

1.             Grant of Option.

This agreementevidences the grant by Sepracor Inc., a Delaware corporation (the “Company”),on the Grant Date indicated on the preceding Certificate of Stock Option Grant(the “Certificate”) to****an employee,consultant, or director of the Company (the “Participant”), of an option topurchase, in whole or in part, on the terms provided herein and in the Company’s2000 Stock Incentive Plan (the “Plan”), the number of shares (the “Shares”) ofcommon stock, $.10****par value pershare,  of the Company (“Common Stock”),indicatedon the certificate at the price  perShare indicated on the Certificate. Unless earlier terminated, this optionshall expire on the Grant Expiration Date indicated on the Certificate (“GrantExpiration Date”).

It is intendedthat the option evidenced by this agreement shall not be an incentive stockoption as defined in Section 422 of the Internal Revenue Code of 1986, asamended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,the term “Participant”, as used in this option, shall be deemed to include anyperson who acquires the right to exercise this option validly under its terms.

2.             Vesting Schedule.

This option willbecome exercisable (“vest”) pursuant to the Vesting Schedule indicated on theCertificate (“Vesting Schedule”).

The right ofexercise shall be cumulative so that to the extent the option is not exercisedin any period to the maximum extent permissible it shall continue to beexercisable, in whole or in part, with respect to all shares for which it isvested until the earlier of the Grant Expiration Date or the termination ofthis option under Section 3 hereof or the Plan.

3.             Exercise of Option.

(a)           Form of Exercise. Eachelection to exercise this option shall be in writing, signed by theParticipant, and received by the Company at its principal office, accompaniedby this agreement, and payment in full in the manner provided in the Plan. TheParticipant may purchase less than the number of shares covered hereby,provided that no partial exercise of this option may be for any fractionalshare.

(b)           Continuous Relationship with theCompany Required.  Except asotherwise provided in this Section 3, this option may not be exercisedunless the Participant, at the time he or she exercises this option, is, andhas been at all times since the Grant Date, an [employee or officer of], orconsultant or advisor to, the Company or any parent or subsidiary of theCompany as defined in Section 424(e) or (f) of the Code (an “EligibleParticipant”).

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(c)           Termination of Relationship withthe Company. If the Participant ceases to be an Eligible Participant forany reason, then, except as provided in paragraphs (d) and (e) below, theright to exercise this option shall terminate****threemonths after such cessation (but in no event after the Grant Expiration Date), providedthat this option shall be exercisable only to the extent that the Participantwas entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if, followingthe time the Participant has ceased to be an Eligible Participant, but prior tothe Grant Expiration Date, the Participant materially breaches Section 6 or 7of the Employment Agreement between the Participant and the Company dated March1, 2007 (the “Employment Agreement”), the right to exercise this option shallterminate immediately upon written notice to the Participant from the Companydescribing****such violation.

(d)           Exercise Period Upon Death orDisability.  If the Participant diesor becomes disabled (within the meaning of Section 22(e)(3) of the Code)prior to the Grant Expiration Date while he or she is an Eligible Participantand the Company has not terminated such relationship for “cause” as specifiedin paragraph (e) below, this option shall be exercisable, within the period ofone year following the date of death or disability of the Participant, by theParticipant (or in the case of death by an authorized transferee), providedthat this option shall be exercisable only to the extent that thisoption was exercisable by the Participant on the date of his or her death ordisability, and further provided that this option shall not be exercisableafter the Grant Expiration Date.

(e)           Discharge for Cause.  If the Participant, prior to the GrantExpiration Date, is discharged by the Company for “cause” (as defined below),the right to exercise this option shall terminate immediately upon theeffective date of such discharge.  “Cause”shall have the meaning set forth in the Employment Agreement.

4.             Withholding.

No Shares will beissued pursuant to the exercise of this option unless and until the Participantpays to the Company, or makes provision satisfactory to the Company for paymentof, any federal, state or local withholding taxes required by law to bewithheld in respect of this option.

5.             Nontransferability of Option.

This option maynot be sold, assigned, transferred, pledged or otherwise encumbered by theParticipant, either voluntarily or by operation of law, except by will or thelaws of descent and distribution, and, during the lifetime of the Participant,this option shall be exercisable only by the Participant.

6.             Provisions of the Plan.

This option issubject to the provisions of the Plan, a copy of which is furnished to theParticipant with this option.

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IN WITNESS WHEREOF, theCompany has caused this option to be executed under its corporate seal by itsduly authorized officer.  This optionshall take effect as a sealed instrument.
|   | SEPRACOR INC. |
|--------|---------------|
|   |          |
|   | By:           |   |

 

PARTICIPANT’SACCEPTANCE

The Participanthereby accepts the foregoing option and agrees to the terms and conditions thereof.  The Participant hereby acknowledges receipt of a copy of the Company’s 2000Stock Incentive Plan.
|   |        |
|--------|--------|
|   | Name:  |
|   |   |   |

 

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**SCHEDULE C**

**VACATIONPOLICY**

**SEE ATTACHED POLICY**

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**SCHEDULEDFORM OF SEPARATION AGREEMENT AND RELEASE OF CLAIMS**

**SEEATTACHED FORM**

 

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**FORM OFSEPARATION AGREEMENT AND RELEASE OF CLAIMS**

In connection with youremployment separation from Sepracor, Inc. (the “Company”) on **[INSERT TERMINATION DATE]**, and in order to receive thebenefits as set forth in Section 5 of the Employment agreement, this agreementmust become binding between you and the Company.  By signing and returning this agreement, youwill be entering into a binding agreement with the Company and will be agreeingto the terms and conditions set forth in the numbered paragraphs below,including the release of claims set forth in paragraph 1.  Therefore, you are advised to consult with anattorney before signing this agreement and you have been given more thantwenty-one (21) days to do so.  If yousign this agreement, you may change your mind and revoke your agreement duringthe seven (7) day period after you have signed it.  If you do not so revoke, this agreement willbecome a binding agreement between you and the Company upon the expiration ofthe seven (7) day revocation period.

The followingnumbered paragraphs set forth the terms and conditions which will apply if youtimely sign and return this agreement and do not revoke it within the seven (7)day revocation period:

1.                                       **Mutual Releases** - In considerationof the payment of the severance benefits, which you acknowledge you would nototherwise be entitled to receive, you hereby fully, forever, irrevocably andunconditionally release, remise and discharge the Company, its officers,directors, stockholders, corporate affiliates, subsidiaries, parent companies,successors and assigns, agents and employees (each in their individual andcorporate capacities) (hereinafter, the “Released Parties”) from any and allclaims, charges, complaints, demands, actions, causes of action, suits, rights,debts, sums of money, costs, accounts, reckonings, covenants, contracts,agreements, promises, doings, omissions, damages, executions, obligations,liabilities, and expenses (including attorneys’ fees and costs), of every kindand nature which you ever had or now have against the Released Parties,including, but not limited to, those claims arising out of your employment withand/or separation from the Company, including, but not limited to, all claimsunder Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.,the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., theAmericans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., theFamily and Medical Leave Act, 29 U.S.C. § 2601 et seq., the WorkerAdjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq.,Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18U.S.C. § 1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.,Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the Massachusetts FairEmployment Practices Act., M.G.L. c. 151B, § 1 et seq., theMassachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the MassachusettsEqual Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, theMassachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., theMassachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts MaternityLeave Act, M.G.L. c. 149, § 105D, all as amended; all common law claimsincluding, but not limited to, actions in tort, defamation and breach ofcontract; all claims to any non-vested ownership interest in the Company,contractual or otherwise, including, but not limited to, claims to stock orstock options; and any claim or damage arising out of your employment with or 

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separation from theCompany (including a claim for retaliation) under any common law theory or anyfederal, state or local statute or ordinance not expressly referenced above;provided, however, that nothing in this Agreement prevents you from filing,cooperating with, or participating in any proceeding before the EEOC or a stateFair Employment Practices Agency (except that you acknowledge that you may notbe able to recover any monetary benefits in connection with any such claim,charge or proceeding).  Notwithstandingthe foregoing, the release set forth in this Section 1 shall not apply to (a)any claim to severance benefits under the Employment Agreement or your rightsunder this agreement or (b) any vested equity interest in the Company,including vested stock options.

The Company hereby fully, forever, irrevocably andunconditionally releases, remises and discharges you from any and all claims,charges, complaints, demands, actions, causes of action, suits, rights, debts,sums of money, costs, accounts, reckonings, covenants, contracts, agreements,promises, doings, omissions, damages, executions, obligations, liabilities andexpenses (including attorney’s fees and costs), of every kind and nature thatthe Company ever had or now has against you as of the date of this agreement.

2.                                       **Non-Disclosure, Non-Competition andNon-Solicitation Obligations** – You acknowledge and reaffirm yourobligation to keep confidential and not to disclose any and all non-publicinformation concerning the Company which you acquired during the course of youremployment with the Company, including, but not limited to, any non-publicinformation concerning the Company’s business affairs, business prospects andfinancial condition, as is stated more fully in the **[Name of theNon-Disclosure Agreement]** you executed at the inception of youremployment, which remains in full force and effect.  You further acknowledge and reaffirm yourobligations under the **[Name of theNon-Competition and/or Non-Solicitation Agreement(s)]** you previouslyexecuted for the benefit of the Company at the inception of your employment,which also remain(s) in full force and effect.

3.                                       **Return of Company Property** - Youconfirm that you have returned to the Company all keys, files, records (andcopies thereof), equipment (including, but not limited to, computer hardware,software and printers, wireless handheld devices, cellular phones, pagers,etc.), Company identification, Company vehicles and any other Company-ownedproperty in your possession or control and have left intact all electronicCompany documents, including but not limited to, those that you developed orhelped develop during your employment. You further confirm that you have cancelled all accounts for yourbenefit, if any, in the Company’s name, including but not limited to, creditcards, telephone charge cards, cellular phone and/or pager accounts andcomputer accounts.

4.                                       **Business Expenses and Compensation**- You acknowledge that you have been reimbursed by the Company for all businessexpenses incurred in conjunction with the performance of your employment andthat no other reimbursements are owed to you. You further acknowledge that you have received payment in full for allservices rendered in conjunction with your employment by the Company and thatno other compensation is owed to you except as provided herein.

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5.                                       **Non-Disparagement** - You understandand agree that, as a condition for payment to you of the consideration hereindescribed, you shall not make any false, disparaging or derogatory statementsto any media outlet, industry group, financial institution or current or formeremployee, consultant, client or customer of the Company regarding the Companyor any of its directors, officers, employees, agents or representatives orabout the Company’s business affairs and financial condition; provided, however,that nothing herein shall prevent you from making truthful disclosures to anygovernmental entity or in any litigation or arbitration.

6.                                       **Amendment** - This agreement shall bebinding upon the parties and may not be modified in any manner, except by aninstrument in writing of concurrent or subsequent date signed by dulyauthorized representatives of the parties hereto.  This agreement is binding upon and shallinure to the benefit of the parties and their respective agents, assigns,heirs, executors, successors and administrators.

7.                                       **Waiver of Rights** - No delay oromission by the Company in exercising any right under this agreement shalloperate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall beeffective only in that instance and shall not be construed as a bar or waiverof any right on any other occasion.

8.                                       **Validity** - Should any provision ofthis agreement be declared or be determined by any court of competentjurisdiction to be illegal or invalid, the validity of the remaining parts,terms or provisions shall not be affected thereby and said illegal or invalidpart, term or provision shall be deemed not to be a part of this agreement.

9.                                       **Cooperation** – You agree tocooperate with the Company in the investigation, defense or prosecution of anyclaims or actions now in existence or which may be brought in the futureagainst or on behalf of the Company. Your cooperation in connection with such claims or actions shallinclude, but not be limited to, being available to meet with the Company’scounsel to prepare for discovery or any mediation, arbitration, trial,administrative hearing or other proceeding or to act as a witness whenreasonably requested by the Company at mutually agreeable times and atlocations mutually convenient to you and the Company.  You also agree to cooperate with the Companyin the transitioning of your work, and will be available to the Company forthis purpose or any other purpose reasonably requested by the Company.

10.                                 **Tax Provision** – In connection withthe severance benefits provided to you pursuant to this agreement, the Companyshall withhold and remit to the tax authorities the amounts required underapplicable law, and you shall be responsible for all applicable taxes withrespect to such severance benefits under applicable law.  You acknowledge that you are not relying uponadvice or representation of the Company with respect to the tax treatment ofany of the severance benefits.

11.                                 **Section 409A** - No payments that maybe made pursuant to this agreement that constitute “nonqualified deferredcompensation” within the meaning of Section 409A of the Internal Revenue Codeand the guidance issued thereunder (“Section 409A”) may be accelerated ordeferred by the Company or by you. Notwithstanding anything else to the 

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contrary in thisagreement, to the extent that any of the payments that may be made hereunderconstitute “nonqualified deferred compensation”, within the meaning of Section409A and you are a “specified employee” upon your separation (as defined underSection 409A), any such payment shall be delayed following your separation dateif, absent such delay, such payment would otherwise be subject to penalty underSection 409A.  In any event, the Companymakes no representation or warranty and shall have no liability to you or toany other person if any provisions of this agreement are determined toconstitute “nonqualified deferred compensation” subject to Section 409A but donot satisfy the requirements of that section. 

12.                                 **Nature of Agreement**- Youunderstand and agree that this agreement is a severance agreement and does notconstitute an admission of liability or wrongdoing on the part of the Company.

13.                                 **Acknowledgments** - You acknowledgethat you have been given at least twenty-one (21) days to consider thisagreement and that the Company advised you to consult with an attorney of yourown choosing prior to signing this agreement. You understand that you may revoke this agreement for a period of seven(7) days after you sign this agreement, and the agreement shall not be effectiveor enforceable until the expiration of this seven (7) day revocationperiod.  **Youunderstand and agree that by entering into this agreement you are waiving anyand all rights or claims you might have under The Age Discrimination inEmployment Act, as amended by The Older Workers Benefit Protection Act, andthat you have received consideration beyond that to which you were previouslyentitled.**

14.                                 **Voluntary Assent** - You affirm thatno other promises or agreements of any kind have been made to or with you byany person or entity whatsoever to cause you to sign this agreement, and thatyou fully understand the meaning and intent of this agreement.  You state and represent that you have had anopportunity to fully discuss and review the terms of this agreement with anattorney.  You further state andrepresent that you have carefully read this agreement, understand the contentsherein, freely and voluntarily assent to all of the terms and conditionshereof, and sign your name of your own free act.

15.                                 **Applicable Law**  - This agreement shall be interpreted andconstrued by the laws of the Commonwealth of Massachusetts, without regard toconflict of laws provisions.  You herebyirrevocably submit to and acknowledge and recognize the jurisdiction of thecourts of the Commonwealth of Massachusetts, or if appropriate, a federal courtlocated in Massachusetts (which courts, for purposes of this agreement, are theonly courts of competent jurisdiction), over any suit, action or otherproceeding arising out of, under or in connection with this agreement or thesubject matter hereof.

16.                                 **Entire Agreement** - This agreementcontains and constitutes the entire understanding and agreement between theparties hereto with respect to your severance benefits and the settlement ofclaims against the Company and cancels all previous oral and writtennegotiations, agreements, commitments and writings in connection therewith.Nothing in this paragraph, however, shall modify, cancel or supersede yourobligations set forth in paragraph 2 herein.

 

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|        | **SEPRACOR INC.** |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               |   |   |
|   | Name:             |
|   | Title:            |

 

I hereby agree to theterms and conditions set forth above.  Ihave been given at least twenty-one (21) days to consider this agreement and Ihave chosen to execute this on the date below. I intend that this agreement become a binding agreement between me andthe Company if I do not revoke my acceptance in seven (7) days by notifying                                              in writing.

 
|                |       | Date       |   |
|----------------|------------|------------|--------|
| Employee Name: | ** ** | ** ** |

** **

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