EX-10.2



 Exhibit 10.2 
 NANOSPHERE, INC. 
 Amendment to Options 

THIS AMENDMENT TO OPTIONS (this “Agreement”) is entered into effective as of June 1, 2012 by and between
Nanosphere, Inc., a Delaware corporation (the “Company”), and Chad A. Mirkin (the “Optionee”). 
 WHEREAS, under the Company’s 2000 Equity Incentive Plan (the “2000 Plan”), the Company granted the Optionee the non-qualified stock options identified on Exhibit A hereto and
evidenced by an Option Award Agreement by and between the Company and the Optionee (the “2000 Plan Options”); 

WHEREAS, under the Company’s 2007 Long-Term Incentive Plan (the “2007 Plan”), the Company granted the Optionee each
of the non-qualified stock options identified on Exhibit B hereto and evidenced by an Option Award Agreement by and between the Company and the Optionee (the “2007 Plan Options” and, together with the 2005 Plan Options, the
“Options”); and 
 WHEREAS, the Company and the Optionee wish to document and confirm the amendment of the
Options as set forth herein. 
 NOW, THEREFORE, in consideration of the premises and mutual promises and covenants contained in
this Agreement, the Company and the hereto agree as follows: 
 1. Exercisability of 2000 Plan Options. Notwithstanding
anything to the contrary contained in the 2000 Plan Options, and pursuant to the authority vested in the Compensation Committee of the Board of Directors of the Company (the “Committee”) pursuant to Section 5(c)(iii) of the
2000 Plan, the termination of the Optionee’s service with the Company or the failure of the Optionee to maintain any affiliation with the Company shall not result in the termination of the Optionee’s right to exercise any such 2000 Plan
Options at any time on or prior to the expiration of the term of the 2000 Plan Options set forth in Section 9 of the 2000 Plan Options. Notwithstanding anything to the contrary contained in the 2000 Plan Options, the Optionee shall remain a
“Participant” under the 2000 Plan through and until the expiration of the term of the 2000 Plan Options set forth in Section 9 of the 2000 Plan Options whether or not the Optionee maintains any affiliation with the Company at any time
after the date hereof. 
 2. Exercisability of 2007 Plan Options. Notwithstanding anything to the contrary contained in
any of the 2007 Plan Options, and pursuant to the authority vested in the Committee pursuant to Sections 6(e) and 6(h) of the 2007 Plan, the termination of the Optionee’s service with the Company or the failure of the Optionee to maintain any
affiliation with the Company shall not result in the termination of the Optionee’s right to exercise any such 2007 Plan Options at any time on or prior to the expiration of the term of any such 2007 Plan Options set forth in Section 8 of
each of the time-vested 2007 Plan Options and Section 7 of each of the cliff-vested 2007 Plan Options. Notwithstanding anything to the contrary contained in the 2007 Plan Options, the Optionee shall remain an “Eligible Person” under
the 2007 Plan through and until the expiration of the term of the 2007 Plan set forth in Section 8 of the time-vested 2007 Plan Options and Section 7 of the cliff-vested 2007 Plan Options, in each case whether or not the Optionee maintains
any affiliation with the Company at any time after the date hereof. 







 3. Miscellaneous. Except as modified by this Agreement, all other terms and
conditions of the Options shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. 

[Remainder of Page Intentionally Left Blank] 







 EXECUTED as of the date first set forth above. 

 

							
		 		 	NANOSPHERE, INC.
				
		 		 	By:	 	/s/ William P. Moffitt
		 		 		 	Name: William P. Moffitt
		 		 		 	Title: CEO
			
		 		 	OPTIONEE:
			
		 		 	 /s/ Chad A. Mirkin

		 		 	Chad A. Mirkin








 Exhibit A 

 

																	
	 Grant Date
	  	Expiration
Date	 	  	Option Type	 	  	Shares Underlying	 	  	Exercise
Price	 
	 07/14/2005
	  	 	07/14/2015	  	  	 	Non-Qual	  	  	 	120,000	  	  	$	4.50	  








 Exhibit B 

 

																	
	 Grant Date
	  	Expiration
Date	 	  	Option Type	 	  	Shares Underlying	 	  	Exercise
Price	 
	 04/03/2007
	  	 	04/03/2017	  	  	 	Non-Qual	  	  	 	230,000	  	  	$	4.50	  
	 04/03/2007
	  	 	04/03/2017	  	  	 	Non-Qual	  	  	 	230,000	  	  	$	4.50	  
	 06/01/2011
	  	 	06/01/2021	  	  	 	Non-Qual	  	  	 	39,060	  	  	$	4.50