Myriad Pharmaceuticals, Inc. 2009 Employee Stock Purchase Plan



 Exhibit 10.7 
 MYRIAD PHARMACEUTICALS, INC. 
 2009 EMPLOYEE STOCK PURCHASE PLAN 
 The following constitute the provisions of the 2009 Employee Stock Purchase Plan, (the “Plan”) of Myriad Pharmaceuticals, Inc. (the
“Company”). 
 1. Purpose. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries
with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 
 2. Definitions. 
 (a) “Board” shall mean the Board of Directors of the Company, or a committee of the Board
of Directors named by the Board to administer the Plan. 
 (b) “Code” shall mean the Internal Revenue Code of 1986, as
amended. 
 (c) “Common Stock” shall mean the common stock, $0.01 par value per share, of the Company. 
 (d) “Company” shall mean Myriad Pharmaceuticals, Inc., a Delaware corporation. 
 (e) “Compensation” shall mean all regular straight time gross earnings excluding payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions and other compensation. 
 (f) “Continuous Status as an Employee”
shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave
is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute. 
 (g)
“Contributions” shall mean all amounts credited to the account of a participant pursuant to the Plan. 
 (h)
“Designated Subsidiaries” shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 







 (i) “Employee” shall mean any person, including an officer, who is employed by the
Company or any one of its Designated Subsidiaries for tax purposes and is customarily employed for at least twenty (20) hours per week and more than five (5) months in a calendar year by the Company or one of its Designated Subsidiaries.

 (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 (k) “Exercise Date” shall mean the last business day of each Offering Period of the Plan. 
 (l) “Offering Date” shall mean the first business day of each Offering Period of the Plan, except that in the case of an individual who
becomes an eligible Employee after the first business day of an Offering Period but on or prior to the first business day of the last calendar quarter of such Offering Period, the term “Offering Date” shall mean the first business day of
the calendar quarter coinciding with or next succeeding the day on which that individual becomes an eligible Employee. 
 Options granted
after the first business day of an Offering Period will be subject to the same terms as the options granted on the first business day of such Offering Period except that they will have a different grant date (thus, potentially, a different exercise
price) and, because they expire at the same time as the options granted on the first business day of such Offering Period, a shorter term. 
 (m) “Offering Period” shall mean a period of six (6) months unless otherwise determined as set forth in paragraph 4 of the Plan. 
 (n) “Plan” shall mean this Myriad Pharmaceuticals, Inc., Employee Stock Purchase Plan. 
 (o) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary. 
 3. Eligibility. 
 (a) Any person who has been continuously employed as an Employee for three (3) months as of the Offering Date of a given Offering Period (for
purposes of the initial Offering Period employment by the Company’s former parent, Myriad Genetics, Inc., shall be considered continuous employment by the Company as long as the individual is an Employee of the Company on the initial Offering
Date) shall be eligible to participate in such Offering Period under the Plan and further, subject to the requirements of paragraph 5(a) and the limitations imposed by Section 423(b) of the Code. 
  

 - 2 - 








 (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option
under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase
stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits his or her rights to purchase stock under all employee
stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock as defined in paragraph 7(b) (determined
at the time such option is granted) for each calendar year in which such option is outstanding at any time; or (iii) to purchase more than12,500 shares (subject to any adjustment pursuant to paragraph 18) of Common Stock in any one Offering
Period. Any option granted under the Plan shall be deemed to be modified to the extent necessary to satisfy this paragraph 3(b). 
 4.
Offering Periods. The Plan shall be implemented by a series of Offering Periods, with a new Offering Period commencing on December 1 and June 1 of each year or the first business day thereafter (or at such other time or times as may
be determined by the Board). The initial Offering Period shall commence at a time to be determined by the Board. The Plan shall continue until terminated in accordance with paragraph 19 hereof. The Board shall have the power to change the duration
and/or the frequency of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.

 5. Participation. 
 (a)
An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Company and filing it with the Company or its designee prior to the applicable Offering Date, unless a later time for filing
the subscription agreement is set by the Board for all eligible Employees with respect to a given Offering Period. The subscription agreement and its submission may be electronic as directed by the Company. The subscription agreement shall set forth
the percentage of the participant’s Compensation (which shall be not less than 1% and not more than 10%) to be paid as Contributions pursuant to the Plan. 
 (b) Payroll deductions shall commence on the first payroll following the Offering Date, unless a later time is set by the Board with respect to a given Offering Period, and shall end on the last payroll paid on or
prior to the Exercise Date of the Offering Period to which the subscription agreement is applicable, unless sooner terminated as provided in paragraph 10. 
 6. Method of Payment of Contributions. 
 (a) Each participant shall elect to have payroll deductions
made on each payday during the Offering Period in an amount not less than one percent (1%) and not more than ten percent (10%) of such participant’s Compensation on each such payday; 

  

 - 3 - 








 
provided that the aggregate of such payroll deductions during the Offering Period shall not exceed ten percent (10%) of the participant’s aggregate
Compensation during said Offering Period (or such other percentage as the Board may establish from time to time before an Offering Date). All payroll deductions made by a participant shall be credited to his or her account under the Plan. A
participant may not make any additional payments into such account. 
 (b) A participant may discontinue his or her participation in the Plan
as provided in paragraph 10, or, on one occasion only during the Offering Period, may decrease, but may not increase, the rate of his or her Contributions during the Offering Period by completing and filing with the Company a new subscription
agreement within the ten (10) day period immediately preceding the second calendar quarter during the Offering Period. The change in rate shall be effective as of the beginning of the calendar quarter following the date of filing of the new
subscription agreement. 
 (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and
paragraph 3(b) herein, a participant’s payroll deductions may be decreased to 0% at such time during any Offering Period which is scheduled to end during the current calendar year that the aggregate of all payroll deductions accumulated with
respect to such Offering Period and any other Offering Period ending within the same calendar year equals $21,250. Payroll deductions shall recommence at the rate provided in such participant’s subscription agreement at the beginning of the
first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in paragraph 10. 
 7. Grant of Option. 
 (a) On the Offering Date of each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on the Exercise Date of such Offering Period a number of shares of the Company’s Common Stock determined by dividing such Employee’s Contributions accumulated prior to such Exercise Date and
retained in the participant’s account as of the Exercise Date by the lower of (i) eighty-five percent (85%) of the fair market value of a share of the Company’s Common Stock on the Offering Date, or (ii) eighty-five percent
(85%) of the fair market value of a share of the Company’s Common Stock on the Exercise Date; provided however, that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. The fair market value of a
share of the Company’s Common Stock shall be determined as provided in Section 7(b) herein. 
 (b) The option price per share of
the shares offered in a given Offering Period shall be the lower of (i) 85% of the fair market value of a share of the Common Stock of the Company on the Offering Date; or (ii) 85% of the fair market value of a share of the Common Stock of
the Company on the Exercise Date. The fair market value of the Company’s Common Stock on a given date shall be determined by the Board based on (i) if the Common Stock is listed on a national securities exchange or traded on the
over-the-counter market and sales prices are regularly reported for the Common Stock , the closing or last sale price of the Common 

  

 - 4 - 








 
Stock for such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), on the composite tape or
other comparable reporting system or, (ii) if the Common Stock is not listed on a national securities exchange and such price is not regularly reported, the mean between the bid and asked prices per share of the Common Stock at the close of
trading in the over-the-counter market. 
 8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
paragraph 10, his or her option for the purchase of shares will be exercised automatically on the Exercise Date of the Offering Period, and the maximum number of full shares subject to option will be purchased for him or her at the applicable option
price with the accumulated Contributions in his or her account. If a fractional number of shares results, then such number shall be rounded down to the next whole number and any unapplied cash shall be carried forward to the next Exercise Date,
unless the participant requests a cash payment. The shares purchased upon exercise of an option hereunder shall be deemed to be transferred to the participant on the Exercise Date. During his lifetime, a participant’s option to purchase shares
hereunder is exercisable only by him or her. 
 9. Delivery. Upon the written request of a participant, certificates representing the
shares of Common Stock purchased upon exercise of an option will be issued as promptly as practicable after the Exercise Date of each Offering Period to participants who wish to hold their shares in certificate form. Any cash remaining to the credit
of a participant’s account under the Plan after a purchase by him or her of shares at the termination of each Offering Period unless such amount represents solely an amount which is insufficient to purchase a full share of Common Stock of the
Company, shall be immediately returned to the participant and may not be carried forward to the next Offering Period. 
 10. Withdrawal;
Termination of Employment. 
 (a) A participant may withdraw all but not less than all the Contributions credited to his or her account
under the Plan at any time prior to the Exercise Date of the Offering Period by giving written notice to the Company or its designee. All of the participant’s Contributions credited to his or her account will be paid to him or her promptly
after receipt of his or her notice of withdrawal and his or her option for the current period will be automatically terminated, and no further Contributions for the purchase of shares will be made during the Offering Period. 
 (b) Upon termination of the participant’s Continuous Status as an Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in the case of his or her death, to the person or persons entitled thereto under paragraph 14, and his or her option will be
automatically terminated. 
  

 - 5 - 








 (c) In the event an Employee fails to remain in Continuous Status as an Employee for at least twenty
(20) hours per week during the Offering Period in which the Employee is a participant, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to his or her account will be returned to him or her and
his or her option terminated. 
 (d) A participant’s withdrawal from an Offering Period will not have any effect upon his or her
eligibility to participate in a succeeding offering or in any similar plan which may hereafter be adopted by the Company. 
 11.
Interest. No interest shall accrue on the Contributions of a participant in the Plan. 
 12. Stock. 
 (a) The maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be 500,000 shares, plus an
annual increase on the first day of each of the Company’s fiscal years beginning with fiscal year 2011, equal to the lesser of (i) 500,000 shares, (ii) two percent (2%) of the shares of Common Stock outstanding on the last day of
the immediately preceding fiscal year, or (iii) such lesser number of shares as is determined by the Board, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. If the total number of shares which
would otherwise be subject to options granted pursuant to paragraph 7(a) hereof on the Offering Date of an Offering Period exceeds the number of shares then available under the Plan (after deduction of all shares for which options have been
exercised), the Company shall make a pro rata allocation of the shares remaining available for option grants in as uniform a manner as shall be practicable and as it shall determine to be equitable. Any amounts remaining in an Employee’s
account not applied to the purchase of stock pursuant to this paragraph 12 shall be refunded on or promptly after the Exercise Date. In such event, the Company shall give written notice of such reduction of the number of shares subject to the option
to each Employee affected thereby and shall similarly reduce the rate of Contributions, if necessary. 
 (b) The participant will have no
interest or voting right in shares covered by his or her option until such option has been exercised. 
 (c) Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse, as indicated on the participant’s subscription agreement. 
 13. Administration. The Board shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed
desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. 
  

 - 6 - 








 14. Designation of Beneficiary. 
 (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s account under
the Plan in the event of such participant’s death subsequent to the end of the Offering Period but prior to delivery to him or her of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to
receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to the Exercise Date of the Offering Period. If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective. 
 (b) Such designation of beneficiary may be changed by the
participant (and his or her spouse, if any) at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death,
the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
 15. Transferability. Neither Contributions credited to a participant’s account nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in paragraph 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with paragraph 10. 
 16. Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such Contributions. 
 17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating Employees promptly following the Exercise Date, which statements will set forth the amounts of Contributions, the per share purchase price, the number of shares purchased
and the remaining cash balance, if any. 
 18. Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet
been placed under option, the number of shares of Common Stock as set forth in paragraph 12(a), (collectively, the “Reserves”), the maximum number of Shares 

  

 - 7 - 








 
of Common Stock that may be purchased by a participant in an Offering Period set forth in paragraph 3(b), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option. 
 In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in
progress will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the “New Exercise Date”). If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant in writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for his
or her option has been changed to the New Exercise Date and that his or her option will be exercised automatically on the New Exercise Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in paragraph 10. For
purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of Common Stock subject to the option immediately prior
to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Common Stock for each share of Common Stock held on the effective date of the transaction
(and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the sale of assets or
merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation, provide for the consideration to be received upon exercise
of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock and the sale of assets or merger. 
 The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as 

  

 - 8 - 








 
well as the price per share of Common Stock covered by each outstanding option, in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. 
 19. Amendment or Termination. The Board may at any time terminate or amend the Plan. Except as provided in paragraph 18, no such termination may
affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any participant provided that an Offering Period may be terminated by the Board on an Exercise Date or by
the Board’s setting a new Exercise Date with respect to an Offering Period then in progress if the Board determines that termination of the Offering Period is in the best interests of the Company and the stockholders or if continuation of the
Offering Period would cause the Company to incur adverse accounting charges in the generally-accepted accounting rules applicable to the Plan. In addition, to the extent necessary to comply with Section 423 of the Code (or any successor rule or
provision or any applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to such a degree as so required. 
 20. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof. 
 21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. 
 As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the aforementioned applicable provisions of law. 
 22. Right to Terminate
Employment. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any Employee or other optionee the right to continue in the employment of the Company or any Subsidiary, or affect any right which the
Company or any Subsidiary may have to terminate the employment of such Employee or other optionee. 
  

 - 9 - 








 23. Rights as a Stockholder. Neither the granting of an option nor a deduction from payroll shall
constitute an Employee the owner of Shares covered by an option. No optionee shall have any right as a stockholder unless and until an option has been exercised, and the Shares underlying the option have been registered in the Company’s share
register in the Employee’s name. 
 24. Term of Plan. The Plan shall become effective on August 1, 2009 and shall continue
in effect for a term of twenty (20) years unless sooner terminated under paragraph 19. 
 25. Applicable Law. This Plan shall be
governed in accordance with the laws of the State of Delaware, applied without giving effect to any conflict-of-law principles. 
  

 - 10 -