Form of Non-Qualified Stock Option Agreement under the 2009 Plan (MGI 2003 Plan)



 Exhibit 10.6.4 
 MYRIAD PHARMACEUTICALS, INC. 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 This Agreement sets forth the terms of the Non-Qualified Option grant made by Myriad Pharmaceuticals, Inc. (the “Company”), a Delaware
corporation having a principal place of business in Salt Lake City, Utah, to the individual specified in the Notice of Grant of Stock Option and Option Agreement (the “Participant”). 
 WHEREAS, in connection with the separation and spin-off of the Company from its parent, Myriad Genetics, Inc. (“MGI”) (the “Spin-Off
Transaction”), the Company has entered into an Employee Matters Agreement with MGI, dated as of June __, 2009 (the “Employee Matters Agreement”) which provides for the treatment of options held by participants (the “Rollover
Option-Holders”) in the Myriad Genetics, Inc. 2003 Employee, Director and Consultant Stock Option Plan, as amended (the “MGI 2003 Plan”); and 
 WHEREAS, the Company desires to issue to the Rollover Option Holders, options under the Myriad Pharmaceuticals, Inc. 2009 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), in accordance
with the terms and conditions set forth in the Employee Matters Agreement, to purchase shares of the Company’s common stock, $0.01 par value per share (the “Shares”), under and for the purposes set forth in the Plan. Any terms used
and not defined herein have the same meanings as in the Plan. 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the Non-Qualified Option grant made to the Participant shall be governed by the following terms: 
 1. GRANT OF OPTION. 
 The Company irrevocably grants to the Participant the right and option to
purchase all or any part of an aggregate number of Shares of the Company as set forth in the Notice of Grant of Stock Option and Option Agreement, on the terms and conditions and subject to all the limitations set forth herein, under United States
securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 
 2. PURCHASE PRICE. 
 The purchase price of the Shares covered by the Option shall be at the price per Share set forth in the
Notice of Grant of Stock Option and Option Agreement, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares (the “Purchase Price”). Payment shall
be made in accordance with Section 5 hereof. 
 3. EXERCISABILITY OF OPTION. 
 Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall vest in accordance with the schedule set
forth in the Notice of Grant of Stock Option and Option Agreement. 







 Notwithstanding the foregoing, in the event of a Change of Control, all of the Shares which would have
vested in each vesting installment remaining under this Option will be fully vested and immediately exercisable as of the date of the Change of Control unless this Option has otherwise expired or been terminated pursuant to its terms or the terms of
the Plan. 
 A “Change of Control” means the occurrence of any of the following events: 
 (i) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes
the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities
(excluding for this purpose the Company or its Affiliates or any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or 
 (ii) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such
corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation outstanding immediately after such merger or consolidation, or the stockholders of the
Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. 
 4.
TERM OF OPTION. 
 The Option shall terminate ten years from the date of the original Option grant under the MGI 2003 Plan, as set
forth in the Notice of Grant of Stock Option and Option Agreement, but shall be subject to earlier termination as provided herein or in the Plan. 
 If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for Cause as defined in the Plan),
the Option may be exercised, if it has not previously terminated, within the originally prescribed term of the Option, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become
exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. 
 In the event the Participant’s
employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or
her employment, directorship or consultancy is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the
Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have
any right to exercise the Option and this Option shall thereupon terminate. 
  

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 In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option
shall be exercisable within the term originally prescribed by the Option. In such event, the Option shall be exercisable: 
  

	 	(a)	to the extent that the Option has become exercisable but has not been exercised as of the date of Disability; and 

  

	 	(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. 

 In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be fully
exercisable by the Participant’s Survivors and may be exercised within the originally prescribed term of the Option. 
 5. METHOD OF
EXERCISING OPTION. 
 Subject to the terms and conditions of this Agreement, the Option may be exercised in accordance with the procedures
established by the Company for electronic exercise of the Option or by written notice to the Company or its designee, in substantially the form prescribed by the Company. Such notice shall state the number of Shares with respect to which the Option
is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator,
through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, determined in good faith by the Administrator and held for at least six months, or (c) at the
discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the
applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a
securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. 
 The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance
of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option
shall have been so exercised shall be registered in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be
registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered 

  

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as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4
hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall
be fully paid and nonassessable. 
 6. PARTIAL EXERCISE. 
 Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option. 
 7. NON-ASSIGNABILITY. 
 The Option
shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income
Security Act or the rules thereunder or (iii) as otherwise approved in advance by the Administrator. Except as provided in the previous sentence, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant
(or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any
attachment or similar process upon the Option shall be null and void. 
 8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. 
 The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the
Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the
record date is prior to the date of such registration. 
 9. ADJUSTMENTS. 
 Section 24 of the Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers.
Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference;
provided, however, that in the event of a Change of Control all of the Shares which would have vested in each vesting installment remaining under this Option will be vested for purposes of Section 24(b) of the Plan. 
  

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 10. TAXES. 
 The Participant acknowledges that upon exercise of the Option the Participant will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise
and the price paid for such Shares pursuant to this Agreement. The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s
responsibility. 
 The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum
statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be
withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s
remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. 
 11. PURCHASE FOR INVESTMENT. 
 Unless
the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall
be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: 
  

	 	(a)	The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts,
for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the
certificate(s) evidencing the Shares issued pursuant to such exercise: 

 “The shares represented by this certificate have
been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933,
as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities
laws;” and 
  

	 	(b)	If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act
without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law
(including without limitation state securities or “blue sky” laws). 

  

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 12. RESTRICTIONS ON TRANSFER OF SHARES. 
 If, in connection with a registration statement filed by the Company pursuant to the Securities Act, the Company or its underwriter so requests, the
Participant will agree not to sell any Shares for a period not to exceed 180 days following the effectiveness of such registration. 
 The
Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting the
value of the Shares before, at the time of, or following a termination of the employment of the Participant by the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities
or to be acquired by or merged with or into another firm or entity. 
 13. NO OBLIGATION TO MAINTAIN RELATIONSHIP. 
 The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate.
The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or
other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Participant’s participation in the Plan is voluntary; (v) that the
value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating
any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 
 14. NOTICES. 
 Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized
courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: 
  

					
	If to the Company:	  		  	
			
		  	Myriad Pharmaceuticals, Inc.	  	
		  	         Chipeta Way	  	
		  	Salt Lake City, UT 84108	  	
			
	If to the Participant:	  		  	
			
		  	At the Participant’s address	  	
		  	set forth in the Notice of Grant	  	
		  	of Stock Option and Option Agreement	  	

  

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 or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall
be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. 
 15. GOVERNING LAW. 
 This Agreement
shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby
consent to exclusive jurisdiction in Utah and agree that such litigation shall be conducted in the courts of Salt Lake City, Utah or the federal courts of the United States for the District of Utah. 
 16. BENEFIT OF AGREEMENT. 
 Subject to
the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 
 17. ENTIRE AGREEMENT. 
 This
Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however,
in any event, this Agreement shall be subject to and governed by the Plan. 
 18. MODIFICATIONS AND AMENDMENTS. 
 The terms and provisions of this Agreement may be modified or amended as provided in the Plan. 
 19. WAIVERS AND CONSENTS. 
 Except as
provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or
consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing waiver or consent. 
  

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 20. DATA PRIVACY. 
 By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to
disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; (ii) waives any data privacy rights he
or she may have with respect to such information; and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic form. 
  

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