10-K 2013 Exhibit 10.33





Exhibit 10.33







April 29, 2013


Susan Graf

   99 Rhoda Avenue

   Nutley, NJ, 07110


Dear Susan:


On behalf of NPS Pharmaceuticals, Inc. ("NPS"), I am delighted to offer you employment as Vice President, Strategy &
Corporate Development reporting to Dr. Francois Nader, President & Chief Executive Officer. Your employment will begin at an annual
salary of $300,000 currently payable in bi-weekly installments. Your starting date is TBD.


Your annual incentive target will be 35% (weighted 75% Company performance & 25% individual performance) of base salary under
the terms of the NPS Short Term Incentive (STI) Plan. The actual amount of this incentive, or whether you receive an incentive at all, is not
guaranteed and is based on your actual regular base earnings.  Also, this target amount is subject to change at the discretion of the Board of
Directors.  Eligibility for this plan will begin in 2013.


You will also receive a sign-on bonus equal to $50,000 payable on your one year anniversary. Your bonus is subject to federal and state
taxes at the standard rate.  In the event that you voluntarily resign or are terminated for cause within one year of receipt of this bonus, you
must return the full sign-on bonus to NPS.


As an NPS employee you will be eligible to receive stock option grants under the Company's stock option plans.  You will
be awarded an initial new hire stock option grant in the amount of 48,000 stock options.  The exercise price will be the price for shares of NPS
common stock as quoted on the NASDAQ Stock Market at market close on the date the options are granted, which will be on the
15th or next available business day of the month after your month of hire. All grants are subject to approval by the Board of
Directors.  Your initial new hire stock option grant will vest over four years, as follows:  25% becomes vested on the first anniversary of the
grant and then 6.25% every three months for the next 3 years.  In addition, you will also receive 17,365 RSUs on the 15th or
next available business day of the month after your month of hire.  Your RSUs will vest 1/3 each year over a 3 year period.


I can confirm that "change in control" severance protection exists for you as per the rules of the enclosed
"NPS Pharmaceuticals, Inc. Change in Control Severance Pay Plan".  This plan is subject to an annual review by the Board of
Directors and may be changed at their discretion.








In addition, NPS provides U.S. employees with the following benefits package, which may be revised from time to time.



	Medical insurance coverage for you and your legal dependents as defined by The NPS Medical Plan.
	Dental insurance coverage for you and your legal dependents as defined by The NPS Dental Plan.
	Long Term Care insurance.
	Short-term disability coverage.
	Regular life insurance in the amount of one times your base salary with a minimum of $50,000 and a maximum of $200,000.
	Accidental death and dismemberment insurance in the amount of one times your base salary with a minimum of $50,000 and a maximum
of $200,000.
	Long-term disability coverage.
	A 401k plan, subject to that plan's rules.  Currently NPS will match 100% of your contributions up to 3% of your annual salary and 50% of
your contributions for the next 3%. NPS Pharmaceuticals' contributions will be 0% vested until an employee has worked for NPS
Pharmaceuticals for 3 years, after which a participant will be 100% vested.   
	The option to participate in the 125 Cafeteria Plan which includes Dependent Care and Health Care Flexible Spending
Accounts.
	Annual Paid Time Off (PTO) accrual of 7.7 hours per full pay period worked for a total of 25 days per year. 
	Ten paid holiday days each year (11 for 2013). 




You will be required to observe NPS policies and procedures applicable to employees. Your first 90 days of employment will be considered
an "introductory period".  Within this period, we shall assess and evaluate your performance and you will also be working closely
with your supervisor to closely monitor your work and advise improvement accordingly. New Jersey is an employment-at-will state and as with
all employees of NPS, your employment will be at-will and there is no fixed or guaranteed duration of your employment. This offer of
employment is conditional upon the submission of appropriate documentation to work in the United States within three business days of your
first day of employment and the signing of the Code of Business Conduct and Ethics as well as the Employee Policy Agreement Concerning
Invention Assignment, Non-Disclosure, and Non-Competition.  Copies of appropriate forms are enclosed or will be provided separately.  All
policies are subject to change. 


This offer is contingent upon successful completion of reference checks, drug screening and background verification. The outcome of
these checks and verification, at the absolute discretion of NPS, must be considered by NPS to be satisfactory.  It is also contingent upon you
signing and returning this offer letter by Thursday, May 2, 2013. 


By accepting this offer you represent that you are not a party to any agreement or employment agreement that would interfere with your
employment at NPS.


During orientation you will be asked to complete your new-hire paperwork. Please bring two forms of
government issued identification with you, such as a U.S. Passport, Driver's License, or a Social Security card; one form of identification needs
to have your photograph.  


I look forward to your response and to the significant contribution you will make to our efforts.  









Please call me if you have any questions.



Sincerely,


/s/ Glenn Melrose


Glenn Melrose

   Senior Vice President, Human Resources




Please indicate your acceptance of this employment offer by signing below:



	


/s/ Susan Graf 

Susan Graf 

	

April 29, 2013      

Date