**Exhibit 10.2**

**SEPRACOR INC.**

Executive Retention Agreement

THIS EXECUTIVERETENTION AGREEMENT by and between Sepracor Inc., a Delaware corporation (the“Company”), and Adrian Adams (the “Executive”) is made as of March 1, 2007 (the“Effective Date”).

WHEREAS, theCompany recognizes that, as is the case with many publicly-held corporations,the possibility of a change in control of the Company exists and that suchpossibility, and the uncertainty and questions which it may raise among keypersonnel, may result in the departure or distraction of key personnel to thedetriment of the Company and its stockholders, and

WHEREAS, the Boardof Directors of the Company (the “Board”) has determined that appropriate stepsshould be taken to reinforce and encourage the continued employment anddedication of the Company’s key personnel without distraction from thepossibility of a change in control of the Company and related events andcircumstances.

NOW, THEREFORE, asan inducement for and in consideration of the Executive remaining in itsemploy, the Company agrees that the Executive shall receive the severancebenefits set forth in this Agreement (including a certain “gross up” paymentoriginally authorized by the Board on February 25, 1999 and set forth inSection 4.3 of this Agreement) upon the occurrence of a Change in Control (asdefined in Section 1.1).

# 1.                                       KeyDefinitions.

As used herein,the following terms shall have the following respective meanings:

## 1.1                                 “Change in Control” means an event oroccurrence set forth in any one or more of subsections (a) through (d) below(including an event or occurrence that constitutes a Change in Control underone of such subsections but is specifically exempted from another suchsubsection):

#### (a)                                  the acquisition by an individual, entity orgroup (within the meaning of Section 13(d)(3) or 14(d)(2) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) ofbeneficial ownership of any capital stock of the Company if, after suchacquisition, such Person beneficially owns (within the meaning of Rule 13d-3promulgated under the Exchange Act) 30%****or more of either(x) the then-outstanding shares of common stock of the Company (the“Outstanding Company Common Stock”) or (y) the combined voting power of thethen-outstanding securities of the Company entitled to vote generally in theelection of directors (the “Outstanding Company Voting Securities”); provided,however, that for purposes of this subsection (a), the following acquisitionsshall not constitute a Change in Control: (i) any acquisition directly from theCompany (excluding an acquisition pursuant to the exercise, conversion orexchange of any security exercisable for, convertible into or exchangeable forcommon stock or voting securities of the Company, unless the Person exercising,converting or exchanging such security acquired such security directly from the

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#### Companyor an underwriter or agent of the Company), (ii) any acquisition by theCompany, (iii) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by theCompany, or (iv) any acquisition by any corporation pursuant to a transactionwhich complies with clauses (i) and (ii) of subsection (c) of this Section 1.1;or

#### (b)                                 such time as the Continuing Directors (asdefined below) do not constitute a majority of the Board (or, if applicable,the Board of Directors of a successor corporation to the Company), where theterm “Continuing Director” means at any date a member of the  Board (i) who was a member of the Board onthe date of the execution of this Agreement or (ii) who was nominated orelected subsequent to such date by at least a majority of the directors whowere Continuing Directors at the time of such nomination or election or whoseelection to the Board was recommended or endorsed by at least a majority of thedirectors who were Continuing Directors at the time of such nomination orelection; provided, however, that there shall be excluded fromthis clause (ii) any individual whose initial assumption of office occurred asa result of an actual or threatened election contest with respect to theelection or removal of directors or other actual or threatened solicitation ofproxies or consents, by or on behalf of a person other than the Board; or

#### (c)                                  the consummation of a merger, consolidation,reorganization, recapitalization or statutory share exchange involving theCompany or a sale or other disposition of all or substantially all of theassets of the Company in one or a series of transactions (a “BusinessCombination”), unless, immediately following such Business Combination, each ofthe following two conditions is satisfied: (i) the beneficial owners of all orsubstantially all of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of the then-outstandingshares of common stock and the combined voting power of the then-outstandingsecurities entitled to vote generally in the election of directors,respectively, of the resulting or acquiring corporation in such BusinessCombination (which shall include, without limitation, a corporation which as aresult of such transaction owns the Company or substantially all of theCompany’s assets either directly or through one or more subsidiaries) (suchresulting or acquiring corporation is referred to herein as the “AcquiringCorporation”) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities, respectively; and (ii)no Person (excluding the Acquiring Corporation or any employee benefit plan (orrelated trust) maintained or sponsored by the Company or by the AcquiringCorporation) beneficially owns, directly or indirectly, 30% or more of the thenoutstanding shares of common stock of the Acquiring Corporation, or of thecombined voting power of the then-outstanding securities of such corporationentitled to vote generally in the election of directors (except to the extentthat such ownership existed prior to the Business Combination); or

#### (d)                                 approval by the stockholders of the Companyof a complete liquidation or dissolution of the Company.

## 1.2                                 “Change in Control Date” means thefirst date during the Term (as defined in Section 2) on which a Change inControl occurs.  Anything in thisAgreement to the contrary notwithstanding, if (a) a Change in Controloccurs, (b)  the Executive’s employment with the

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## Companyis terminated prior to the date on which the Change in Control occurs, and(c) either (i) such termination of employment (x) was at the request of athird party who has taken steps reasonably calculated to effect a Change in Controlor (y) otherwise arose in connection with or in anticipation of a Change inControl, or (ii) such termination of employment occurs following the executionof a definitive agreement for such Change in Control, then for all purposes ofthis Agreement the “Change in Control Date” shall mean the date immediatelyprior to the date of such termination of employment.

# 2.                                       Termof Agreement.  This Agreement, andall rights and obligations of the parties hereunder, shall take effect upon theEffective Date and shall expire upon the first to occur of (a) the expirationof the Term (as defined below) if a Change in Control has not occurred duringthe Term, (b) the termination of the Executive’s employment with the Companyprior to the Change in Control Date, or (c) if a Change in Control hasoccurred during the Term, the fulfillment by the Company of all of itsobligations under Sections 4 and 5.2 and 5.3.  “Term” shall mean the period commencing as ofthe Effective Date and continuing in effect through March 1, 2010; provided,however, that commencing on March 1**,**2010 and each March 1 thereafter, the Term shall be automatically extended forone additional year unless, not later than 90 days prior to the scheduledexpiration of the Term (or any extension thereof), the Company shall have giventhe Executive written notice that the Term will not be extended.

# 3.                                       EmploymentStatus; Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute acontract of employment or impose on the Company any obligation to retain theExecutive as an employee and that this Agreement does not prevent the Executivefrom terminating employment at any time. If the Executive’s employment with the Company terminates for any reasonand subsequently a Change in Control shall occur, the Executive shall not beentitled to any benefits hereunder except as otherwise provided pursuant toSection 1.2.

# 4.                                       Benefitsto Executive.

## 4.1                                 Stock Acceleration.  Ifthe Change in Control Date occurs during the Term, then, effective upon theChange in Control Date, (a) each outstanding option to purchase shares ofCommon Stock of the Company held by the Executive shall vest and becomeimmediately exercisable in full and shares of Common Stock of the Companyreceived upon exercise of any options will no longer be subject to a right ofrepurchase by the Company, (b) each outstanding restricted stock awardshall be deemed to be fully vested and will no longer be subject to a right ofrepurchase by the Company and (c) notwithstanding any provision in anyapplicable option agreement to the contrary, if Executive’s employment isterminated in connection with, in anticipation of, or within six months after aChange in Control, each such option shall continue to be exercisable by theExecutive (to the extent such option was exercisable on the Change in ControlDate) for a period of six months following the date of termination of suchemployment.

## 4.2                                 Compensation.  Ifthe Change in Control Date occurs during the Term:

#### (a)                                  the Company shall pay to the Executive in alump sum in cash within 30 days after the Change in Control Date the aggregateof the following amounts:

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##### (i)                                     the sum of (1) the Executive’s basesalary through the Change in Control Date, (2) the product of (A) theannual bonus paid or payable (including any bonus or portion thereof which hasbeen earned but deferred) for the most recently completed fiscal year and(B) a fraction, the numerator of which is the number of days in thecurrent fiscal year through the Change in Control Date, and the denominator ofwhich is 365 and (3) the amount of any compensation previously deferred bythe Executive (together with any accrued interest or earnings thereon) and anyaccrued vacation pay, in each case to the extent not previously paid (the sumof the amounts described in clauses (1), (2), and (3) shall be hereinafterreferred to as the “Accrued Obligations”); and

##### (ii)                                  the amount equal to (1) three multipliedby (2) the sum of (A) the Executive’s highest annual base salaryduring the five-year period prior to the Change in Control Date and(B) the Executive’s highest annual bonus during the five-year period priorto the Change in Control Date.

#### (b)                                 for 24 months after the Change in ControlDate, or such longer period as may be provided by the terms of the appropriateplan, program, practice or policy, the Company shall continue to providebenefits to the Executive and the Executive’s family at least equal to thoseprovided to them immediately prior to the Change in Control Date, in accordancewith the applicable Benefit Plans in effect on the Measurement Date or, if morefavorable to the Executive and his family, in effect generally at any timethereafter with respect to other peer executives of the Company and itsaffiliated companies; provided, however, that if the Executive’semployment is terminated during this period and the Executive becomesreemployed with another employer and is eligible to receive a particular typeof benefits (e.g., health insurance benefits) from such employer on terms atleast as favorable to the Executive and his family as those being provided bythe Company, then the Company shall no longer be required to provide thoseparticular benefits to the Executive and his family; and

#### (c)                                  if the Executive’s employment is terminatedduring the 24-month period following the Change in Control Date, to the extentnot previously paid or provided, the Company shall timely pay or provide to theExecutive any other amounts or benefits required to be paid or provided orwhich the Executive is eligible to receive following the Executive’stermination of employment under any plan, program, policy, practice, contractor agreement of the Company and its affiliated companies (such other amountsand benefits shall be hereinafter referred to as the “Other Benefits”).

## 4.3                                 Taxes.

#### (a)                                  In the event that the Company undergoesa  “Change in Ownership or Control” (asdefined below), the Company shall, within 30 days after each date on which theExecutive becomes entitled to receive (whether or not then due) a ContingentCompensation Payment (as defined below) relating to such Change in Ownership orControl, determine and notify the Executive (with reasonable detail regardingthe basis for its determinations) (i) which of the payments or benefits dueto the Executive (under this Agreement or otherwise) following such Change inOwnership or Control constitute Contingent Compensation Payments, (ii) theamount, if any, of the excise tax (the “Excise Tax”) payable pursuant toSection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), bythe Executive with respect to such

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#### ContingentCompensation Payment and (iii) the amount of the Gross-Up Payment (asdefined below) due to the Executive with respect to such ContingentCompensation Payment.  Within 30 daysafter delivery of such notice to the Executive, the Executive shall deliver aresponse to the Company (the “Executive Response”) stating either (A) that heagrees with the Company’s determination pursuant to the preceding sentence or(B) that he disagrees with such determination, in which case he shall indicatewhich payment and/or benefits should be characterized as a ContingentCompensation Payment, the amount of the Excise Tax with respect to suchContingent Compensation Payment and the amount of the Gross-Up Payment due tothe Executive with respect to such Contingent Compensation Payment.  The amount and characterization of any itemin the Executive Response shall be final; provided, however, that in the eventthat the Executive fails to deliver an Executive Response on or before therequired date, the Company’s initial determination shall be final.  Within 90 days after the due date of eachContingent Compensation Payment to the Executive, the Company shall pay to theExecutive, in cash, the Gross-Up Payment with respect to such ContingentCompensation Payment, in the amount determined pursuant to thisSection 4.3(a).

#### (b)                                 For purposes of this Section 4.3, thefollowing terms shall have the following respective meanings:

##### (i)                                     “Change in Ownership or Control” shall mean achange in the ownership or effective control of the Company or in the ownershipof a substantial portion of the assets of the Company determined in accordancewith Section 280G(b)(2) of the Code.

##### (ii)                                  “Contingent Compensation Payment” shall meanany payment (or benefit) in the nature of compensation that is made or madeavailable (under this Agreement or otherwise) to a “disqualified individual”(as defined in Section 280G(c) of the Code) and that is contingent (within themeaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership orControl of the Company.

##### (iii)                               “Gross-Up Payment” shall mean an amount equalto the sum of (i) the amount of the Excise Tax payable with respect to aContingent Compensation Payment and (ii) the amount necessary to pay alladditional taxes imposed on (or economically borne by) the Executive (includingthe Excise Taxes, state and federal income taxes and all applicable employmenttaxes) attributable to the receipt of such Gross-Up Payment.  For purposes of the preceding sentence, alltaxes attributable to the receipt of the Gross-Up Payment shall be computedassuming the application of the maximum tax rates provided by law.

## 4.4                                 Mitigation.  The Executive shall not berequired to mitigate the amount of any payment or benefits provided for in thisSection 4. Further, except as provided in Section 4.2(b), the amount of anypayment or benefits provided for in this Section 4 shall not be reduced by anycompensation earned by the Executive as a result of employment by anotheremployer, by retirement benefits, by offset against any amount claimed to beowed by the Executive to the Company or otherwise.

## 4.5                                 Outplacement Services.  Inthe event of the termination of the Executive’s employment in connection with,in anticipation of, or within six months after a Change in Control, the Companyshall provide outplacement services through one or more outside firms of

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## theExecutive’s choosing up to an aggregate amount equal to 15 percent of theExecutive’s annual base salary, with such services to extend until the earlierof (i) 12 months following the termination of Executive’s employment or (ii)the date the Executive secures full time employment.

## 4.6                                 Six Month Delay.  Ifany payment, compensation or other benefit provided to the Executive inconnection with his employment termination is determined, in whole or in part,to constitute “nonqualified deferred compensation” within the meaning ofSection 409A and the Executive is a specified employee as defined in Section409A(2)(B)(i), no part of such payments shall be paid before the day that issix (6) months plus one (1) day after the date of his termination (the “NewPayment Date”).  In the case of welfarebenefit continuation, the Company shall use its best efforts to enableExecutive to obtain such benefits at Executive’s expense prior to the NewPayment Date.  The aggregate of anypayments that otherwise would have been paid to the Executive (or onExecutive’s behalf) during the period between the date of his termination andthe New Payment Date shall be paid to the Executive in a lump sum on such NewPayment Date.  Thereafter, any paymentsthat remain outstanding as of the day immediately following the New Payment Dateshall be paid without delay over the time period originally scheduled, inaccordance with the terms of this Agreement.

# 5.                                       Disputes.

## 5.1                                 Settlement of Disputes; Arbitration.  Allclaims by the Executive for benefits under this Agreement shall be directed toand determined by the Board of Directors of the Company and shall be inwriting.  Any denial by the Board ofDirectors of a claim for benefits under this Agreement shall be delivered tothe Executive in writing and shall set forth the specific reasons for thedenial and the specific provisions of this Agreement relied upon.  The Board of Directors shall afford areasonable opportunity to the Executive for a review of the decision denying aclaim.  Any further dispute orcontroversy arising under or in connection with this Agreement shall be settledexclusively by arbitration in Boston, Massachusetts, in accordance with therules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction.

## 5.2                                 Expenses.  The Company agrees to pay asincurred, to the full extent permitted by law, all legal, accounting and otherfees and expenses which the Executive may reasonably incur as a result of anyclaim or contest by the Company or others, or any bona fide claim or contest bythe Executive, regarding the validity or enforceability of, or liability under,any provision of this Agreement or any guarantee of performance thereof(including as a result of any contest by the Executive regarding the amount ofany payment or benefits pursuant to this Agreement), plus in each case intereston any delayed payment at the applicable Federal rate provided for in Section7872(f)(2)(A) of the Code, provided that the Executive shall reimburse any feesand expenses to the extent any such claim or contest is not resolved in favorof the Executive.

## 5.3                                 Compensation During a Dispute.  Ifthe Change in Control Date occurs during the Term and the Executive’semployment with the Company terminates within 24 months following the Change inControl Date, and the right of the Executive to receive benefits underSection 4 (or the amount or nature of the benefits to which he is entitledto receive) are the

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## subject of a dispute between the Company and the Executive, the Companyshall continue (a) to pay to the Executive his base salary in effect as ofthe Measurement Date and (b) to provide benefits to the Executive and theExecutive’s family at least equal to those which would have been provided tothem, if the Executive’s employment had not been terminated, in accordance withthe applicable Benefit Plans in effect on the Measurement Date, until suchdispute is resolved either by mutual written agreement of the parties or by anarbitrator’s award pursuant to Section 5.1.  Following the resolution of such dispute, thesum of the payments made to the Executive under this Section 5.3 shall bededucted from any cash payment which the Executive is entitled to receivepursuant to Section 4; and if such sum exceeds the amount of the cashpayment which the Executive is entitled to receive pursuant to Section 4,the excess of such sum over the amount of such payment shall be repaid (withinterest at the applicable Federal rate provided for in Section 7872(f)(2)(A)of the Code) by the Executive to the Company within 60 days of the resolutionof such dispute.

# 6.                                       Successors.

## 6.1                                 Successor to Company.  TheCompany shall require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessor assets of the Company expressly to assume and agree to perform thisAgreement to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at orprior to the effectiveness of any succession shall be a breach of thisAgreement.  As used in this Agreement,“Company” shall mean the Company as defined above and any successor to itsbusiness or assets as aforesaid which assumes and agrees to perform thisAgreement, by operation of law or otherwise.

## 6.2                                 Successor to Executive.  ThisAgreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable tothe Executive or his family hereunder if the Executive had continued to live,all such amounts, unless otherwise provided herein, shall be paid in accordancewith the terms of this Agreement to the executors, personal representatives oradministrators of the Executive’s estate.

# 7.                                       Notice.  All notices, instructions and othercommunications given hereunder or in connection herewith shall be inwriting.  Any such notice, instruction orcommunication shall be sent either (i) by registered or certified mail, returnreceipt requested, postage prepaid, or (ii) prepaid via a reputable nationwideovernight courier service, in each case addressed to the Company, at 111 LockeDrive, Marlborough, MA  01752, and to theExecutive at the Executive’s address indicated on the signature page of thisAgreement (or to such other address as either the Company or the Executive mayhave furnished to the other in writing in accordance herewith).  Any such notice, instruction or communicationshall be deemed to have been delivered five business days after it is sent byregistered or certified mail, return receipt requested, postage prepaid, or onebusiness day after it is sent via a reputable nationwide overnight courierservice. Either party may give any notice, instruction or other communicationhereunder using any other means, but no such notice, instruction or othercommunication shall be

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# deemed to have been dulydelivered unless and until it actually is received by the party for whom it isintended.

# 8.                                       Miscellaneous.

## 8.1                                 Employment by Subsidiary.  Forpurposes of this Agreement, the Executive’s employment with the Company shallnot be deemed to have terminated solely as a result of the Executive continuingto be employed by a wholly-owned subsidiary of the Company.

## 8.2                                 Severability.  Theinvalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.

## 8.3                                 Injunctive Relief.  TheCompany and the Executive agree that any breach of this Agreement by theCompany is likely to cause the Executive substantial and irrevocable damage andtherefore, in the event of any such breach, in addition to such other remedieswhich may be available, the Executive shall have the right to specificperformance and injunctive relief.

## 8.4                                 Governing Law.  Thevalidity, interpretation, construction and performance of this Agreement shallbe governed by the internal laws of the Commonwealth of Massachusetts, withoutregard to conflicts of law principles.

## 8.5                                 Waivers.  No waiver by the Executive atany time of any breach of, or compliance with, any provision of this Agreementto be performed by the Company shall be deemed a waiver of that or any otherprovision at any subsequent time.

## 8.6                                 Counterparts.  ThisAgreement may be executed in counterparts, each of which shall be deemed to bean original but both of which together shall constitute one and the sameinstrument.

## 8.7                                 Tax Withholding.  Anypayments provided for hereunder shall be paid net of any applicable taxwithholding required under federal, state or local law.

## 8.8                                 Entire Agreement.  ThisAgreement, together with the Employment Agreement by and between the Companyand the Executive of even date herewith, sets forth the entire agreement of theparties hereto in respect of the subject matter contained herein and supersedesall prior agreements, promises, covenants, arrangements, communications,representations or warranties, whether oral or written, by any officer,employee or representative of any party hereto in respect of the subject mattercontained herein. For the avoidance of doubt, except as specifically describedherein in Section 4.1, the stock options and restricted stock awards held byExecutive shall continue to be governed by the applicable stock option or stockincentive plan under which they were granted or issued (or any successor planthereto) and any related stock option or restricted stock agreement, as thesame may be amended or modified.

## 8.9                                 Amendments.  This Agreement may be amendedor modified only by a written instrument executed by both the Company and theExecutive.

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## 8.10                           Executive’s Acknowledgements.  TheExecutive acknowledges that he: (a) has read this Agreement; (b) has beenrepresented in the preparation, negotiation, and execution of this Agreement bylegal counsel of the Executive’s own choice or has voluntarily declined to seeksuch counsel; (c) understands the terms and consequences of this Agreement; and(d) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLPis acting as counsel to the Company in connection with the transactionscontemplated by this Agreement, and is not acting as counsel for the Executive.

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst set forth above.
|        | SEPRACOR INC.    |
|--------|------------------|
|   |             |
|   | By:              |  /s/ Timothy  J. Barberich |   |
|   |             |   |   |
|   | Title:           | Chairman and CEO |   |
|   |             |
|   |             |   |
|   | /s/ Adrian Adams |   |
|   | Adrian Adams     |
|   |             |
|   | Address:         |
|   |             |
|   |             |   |
|   |             |   |
|   |             |   |
|   |             |   |
|   |             |   |
|        |                  |  |  |  |

 

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