Q1 2014 10-Q Exhibit 10.1





Exhibit 10.1



EMPLOYMENT AGREEMENT



This EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of January

30,2014 (the "Effective Date") by and between NPS PHARMACEUTICALS, INC., a Delaware corporation, with a business address at 550 Hills Drive,
Bedminster, New Jersey 07921, and all its affiliates (collectively the "Company"), and Christine Mikail Cvijic (the "Executive").


NOW, THEREFORE, the Company and the Executive, in consideration of the mutual promises contained herein, hereby agree as
follows:


I.    Employment Agreement



a.    The Employment Agreement is hereby stated in its entirety upon the terms set forth below.





II.    Employment, Position and Duties



a.    Position and Duties. Effective as of the Effective Date, the Executive will be appointed  Senior Vice President
& General Counsel, NPS Pharmaceuticals with duties and responsibilities commensurate
with such position, as generally set forth in the Position Description attached hereto and as may change from time to time.




b.    Reporting Relationship. The Executive will report directly to the Chief Executive Officer of the Company (the "CEO").


c.    Location. The Executive will have her primary office at the Company office at 550 Hills Drive, Bedminster, New Jersey.


d.    At Will. Nothing herein is intended to give the Executive the right to be employed by the Company in any capacity or for any
duration of time. The Company hereby employs Executive on an "at will" basis, and the Company reserves the right to terminate the Executive's employment at any
time for any reason.


e.    Executive hereby acknowledges that she has a fiduciary responsibility and duty of loyalty to the Company. For so long as
Executive remains employed with the Company, Executive shall, on a full-time basis, utilize her diligence and her entire business time, energy, attention, knowledge
and skill solely and exclusively to advance the interests, products and goodwill of the Company. Executive shall diligently, competently and faithfully perform the
duties assigned to her by the Company from time to time.


f.    The duties and services to be performed by Executive hereunder shall be substantially rendered at the Company's principal
offices, except for travel on the Company's business incident to the performance of Executive's duties. Executive will not, without the written consent of the Board,
which consent shall not be unreasonably withheld: (i) render service to others for compensation, or (ii) serve on any board or governing body of another entity. If an
outside activity










subsequently creates a conflict with the Company's business or prospective business, Executive agrees to cease engaging in such
activity at such time. Executive will observe and adhere to all applicable written Company policies and procedures adopted from time to time, such as they now exist
or hereafter are supplemented, amended, modified or restated.





III.    Compensation



For services rendered hereunder by the Executive, the Company shall pay the Executive the amounts set forth below.


a.    Base Salary. As of the Effective Date, the Company shall pay to the Executive an annual base salary of$390,000 (the "Base
Salary") payable in accordance with
the standard payroll practices of the Company and less any applicable taxes and withholdings. In addition, the CEO after review and approval from the
Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"), in its sole and absolute discretion, may determine to increase
such Base Salary for the Executive from time to time; provided, however, nothing contained herein shall obligate the CEO to make such
discretionary increases; provided, further, that the Compensation Committee may determine to reduce such Base Salary so long as such reduction is of a
proportionally like amount or percentage affecting all other senior executives of the Company .


b.    Short-Term Incentives - Annual Bonus. The Executive shall be entitled to participate in the Company's current
Executive Short-Term Incentive Plan (the "Bonus Plan") in accordance with the terms of such Bonus Plan, as the same may be amended from time to time. The
target bonus opportunity for the Executive under the Bonus Plan shall be 40% of her Base Salary. The actual amount of this incentive, or whether the Executive
receives an incentive at all, is not guaranteed. Also, this target amount is subject to change at the discretion of the Compensation Committee. Payment of any
amount under the Bonus Plan shall be made in accordance with the terms of the Bonus Plan but not later than March 15 of the fiscal year following the fiscal year for
which it is no longer subject to a substantial risk of forfeiture.


c.    Long-Term Incentives - Equity. The Executive shall be awarded an initial new hire equity grant with a value
of$1,700,000 with the value of such grant split
60% into stock options and 40% into restricted stock units ("RSUs"). The actual
number of stock options will be based on the estimated Black-Scholes value of each share option at the time of grant. The exercise price of the stock options
and the actual number ofRSUs  will be based on the price for shares ofNPS common stock as quoted on the NASDAQ Stock Market at market close on the date the
equity awards are granted.  The awards will be granted on the 15th or next available business day of the month after the Executive's month of hire (or the next
available business day permitted under applicable securities laws to the extent the Company determines necessary to comply with such Jaws).






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Subject to the continued employment of Executive by the Company through the applicable vesting dates, and the other applicable
terms of such stock options, the stock options granted pursuant to the above paragraph shall vest over four years as follows: (i) 25% on the first anniversary of the
stock option grant date, and (ii) 6.25% on each quarterly anniversary thereafter.


Subject to the continued employment of Executive by the Company through the applicable vesting dates, and the other applicable
terms of such RSUs, the RSUs granted pursuant to the first paragraph above shall vest equally over three years as follows:  (i) one-third on the first anniversary of
the RSU grant date, (ii) one-third on the second anniversary of the RSU grant date, and (iii) one-third on the third anniversary of the RSU grant date.


The Executive will also be entitled to receive future awards granted by the Compensation Committee pursuant to any equity program
or long-term incentive plan that may be maintained by the Company from time to time.  The amount of any future awards shall be determined at the sole and
absolute discretion of the Compensation Committee.


All equity awards shall be subject to the terms of the applicable equity award agreement and the Company's 2005 Omnibus Incentive
Plan (the "2005 Plan") or other applicable equity plan of the Company.


d.    Signing Bonus.   The Executive shall be eligible to receive a signing bonus in the aggregate
amount of $50,000, less applicable withholding and other deductions (the "Signing Bonus"), which shall be deemed to be earned by the Executive on the
first anniversary of her employment and shall be paid by the Company (in advance of being earned by the Executive) in the first pay cycle after the Executive's first
30 days of employment.  In the event that prior to the first anniversary of the Executive's employment, the Executive resigns without Good Reason or is terminated
by the Company for Cause, the Executive shall promptly repay to the Company in full any portion of the Signing Bonus that was previously advanced to her
(including the amount of withholding and other deductions from such portion of the Signing Bonus).





IV.Benefits



The Executive shall be entitled to the employee benefits which are provided to all non-temporary employees of the Company who
work a minimum of forty (40) hours per week and which the Company may revise from time to time or eliminate altogether in its sole and absolute discretion
consistent with applicable law. The terms and conditions of such benefits shall be governed by the plan documents, insurance policies or Company Policies that may
be applicable to each benefit.  As of the Effective Date, the benefits are as follows:




	Medical insurance coverage for the Executive and her legal dependents as defined by the Company's standard insurance plan.
	Dental insurance coverage for the Executive and her legal dependents as defined by the Company's standard insurance plan.
	Long-term care insurance.
	Short-term disability coverage.
	Term life insurance in the amount of one (1) times the Executive's Base Salary to a maximum of $200,000.
	Accidental death and dismemberment insurance in the amount of one (1) times the Base Salary to a maximum of $200,000.
	Long-term disability coverage.
	401(k) plan.
	Option to participate in the 125 Cafeteria Plan which includes dependent care and health care flexible spending accounts.









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	Annual paid time off ("PTO") of twenty-five (25) days per year, with seven and seven-tenths (7.7) hours accrued per full pay period worked.
	Immediate eligibility under the Company's Educational Assistance Policy with an annual limit of$10,000.
	Relocation assistance under Tier III of the Company's Relocation Policy with a maximum of six (6) months for temporary housing.
	Ten (10) Company holiday days every calendar year.






V.    Restrictive Covenants



The Executive agrees to execute and deliver concurrently with this Agreement to the Company the Employee Agreement Concerning
Invention Assignment, Non-Disclosure and Non-Competition, a copy of which is attached hereto as Exhibit A (the "Restrictive Covenant Agreement"). Executive
acknowledges that the consideration that Executive will receive pursuant to this Agreement serves as sufficient consideration for Executive's promises to abide by
the restrictive covenants set forth in the Restrictive Covenant Agreement.



VI.    Indemnification



The Executive will be indemnified by the Company to the same extent the Company indemnifies other officers and/or directors during
and following employment and/or services as a Senior Vice President.    The Executive agrees to execute and deliver concurrently with this Agreement to the
Company the Indemnity Agreement, a copy of which is attached hereto as Exhibit B (the "Indemnity Agreement").



VII.    Change In Control Protection



Protection in the Event of a Company Change. The Executive shall be entitled to participate in the NPS Pharmaceuticals,
Inc. Change in Control Severance Pay Plan (the "CC Plan") in accordance with the terms of such CC Plan, as the same may be amended from time to time. Benefits
under the CC Plan shall be paid in lieu oftermination benefits under any other provision of this Agreement, and in such case, Executive shall have no right to benefits
under Section VIII.



VIII. Termination Provisions (other than Change in Control)


a.    Definitions. For purposes of this Agreement, the following definitions shall apply:



i.    "Cause" shall mean (a) an act of dishonesty by the Executive in connection with her responsibilities
as an employee, (b) the Executive's conviction of, or plea of nolo contendere to, a felony, (c) the
Executive's gross misconduct in connection with the performance or failure of performance of a component of the Executive's responsibilities as an employee that is
injurious to the Company, (d) the Executive's continued substantial violations of her employment duties after she has received a written demand for performance
from the Company which specifically
sets forth the factual basis for the Company's belief that the Executive has not substantially performed such duties and after she has been provided








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with a sixty (60) day cure period, (e) the Executive's continued poor performance after receiving notice of the specific areas in which
performance is deficient after which performance does not improve over a sixty (60) day cure period, or (f) a violation of a provision of the Company's Code of
Business Conduct and Ethics (or any successor or replacement policy).


ii."Good Reason" shall mean, without the express written consent of the Executive, the occurrence of any of the following
conditions, provided the Executive provides notice to the Company of the existence of the condition within ninety (90) days of the initial existence of the condition,
the Company fails to remedy the condition within thirty (30) days of
receipt of such notice and the Executive actually resigns from employment within thirty (30) days following the expiration of the Company's thirty (30) day cure
period: (i) a material relocation (with such change not to be
less than 30 miles from 550 Hills Drive, Bedminster, New Jersey) in the geographic location at which the Executive must perform her services; (ii) any material
reduction in the Executive's Base Salary, other than a reduction of a proportionally like amount or percentage affecting all other senior executives of the Company;
(iii) a material diminution in the Executive's authority, duties, responsibilities or reporting relationships, which shall, without limiting the foregoing, include a change in
the Executive's reporting responsibilities so that she no longer reports directly to the CEO ofNPS,  or a change in title from Senior Vice President
& General Counsel; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company.



iii."Total Disability" shall mean the Executive is unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less than twelve (12)
months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or
disability insurance benefit plan covering Company employees, as determined by the Company in its sole and absolute discretion.




b.    Termination by the Company Without Cause. Except as provided below, if the Company terminates the
employment of the Executive without Cause, from and after such effective date of termination, the Executive shall no longer be entitled to receive any Base Salary,
bonus or equity awards, or other amounts or benefits
otherwise payable hereunder, except such continuation and/or conversion rights as required by law or provided under the terms of any Company sponsored employee
benefit plan or agreement executed by the Company and the Executive.






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Notwithstanding the foregoing, the Executive shall be entitled to receive the following:


i.    Any previously earned and accrued but unpaid Base Salary up to the Executive's date of termination (the "Accrued Base Salary");

ii.Any unpaid bonus for the calendar year prior to the year in which the termination occurs which may be owed pursuant to the
terms of the Bonus Plan described in Section III.b. above (the "Accrued Bonus");


iii.Subject to the provisions of Section VIII.f., a lump sum severance payment in an amount equal to one and five tenths (1.5)
times the Executive's Base Salary in effect immediately preceding the date of termination (the "Severance Benefit"); and


iv.All equity awards shall be treated in accordance with the terms of the 2005
Plan or such other applicable equity plan of the Company or agreement executed by the Company and the Executive as the same may be in effect
from time to time, as applicable, that control such equity awards.




The Company shall, subject to Section III.b., Section IX.k. and the terms and conditions of any applicable plan document(s) or
agreement(s), pay all amounts due under this Section VIII.b. within sixty (60) days following the Executive's effective date of termination.


Nothing above shall be construed as requiring a payment under the Bonus Plan that would not otherwise be required to made under
the terms of the Bonus Plan.


Notwithstanding the foregoing, if the Company terminates the employment of the Executive without Cause following a Change of
Control (as defined in the CC Plan as in effect from time to time), then the Executive shall be entitled only to the payments and rights as provided in Section VII.


c.    Termination by the Company For Cause. Except as provided below, if the Company terminates the employment of the
Executive for Cause, as determined by the Company in its sole and absolute discretion, from and after such effective date of termination, the Executive shall no
longer be entitled to any Base Salary, bonus or equity awards, or other amounts or benefits otherwise payable hereunder, except such continuation and/or
conversion rights as required by law or provided under the terms of any Company sponsored employee benefit plan or agreement executed by the Company and the
Executive. The Executive shall not be entitled to the Severance Benefit under this Agreement. This shall be in addition to any forfeiture of rights to stock options or
other equity awards, bonuses or other amounts provided for in any other employee benefit plan, program or agreement of the Company or executed by the
Company and the Executive, including, but not limited to the Bonus Plan and the 2005 Plan. Notwithstanding the foregoing, the Executive shall be entitled to receive
any Accrued Base Salary and Accrued Bonus. All equity awards shall be treated in






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accordance with the terms of the 2005 Plan or such other applicable equity plan of the Company or agreement executed by the
Company and the Executive as the same may be in effect from time to time, as applicable, that control such equity awards.


d.    Termination as a Result of Death or Disability. Except as provided below,
upon either (i) the death of the Executive or (ii) termination of Executive's employment by the Company due to a
determination by the Company, in its sole and absolute discretion, that the Executive has incurred a Total Disability, the Executive shall no longer be entitled to any
Base Salary, bonus or equity awards, or other
amounts or benefits otherwise payable hereunder, except such continuation and/or conversion rights as required by law or provided under the terms of any
Company sponsored employee benefit plan or agreement executed by the Company and the Executive. Notwithstanding the foregoing, the Executive or her estate,
as applicable, shall be entitled to the following:


i.Any Accrued Base Salary;


ii.Any Accrued Bonus, and any other bonus that is earned, accrued and due as of the date of the Executive's death or termination
for Total Disability, as such date is determined by the Compensation Committee, in its sole and absolute discretion; and


iii.    All equity awards shall be treated in accordance with the terms of the 2005
Plan or such other applicable equity plan of the Company or agreement executed by the Company and the Executive as the same may be
in effect from time to time, as applicable, that control such equity awards.




The Company shall, subject to Section Ill.b., Section IX.k., and the terms and conditions of any applicable plan document(s) or
agreement(s), pay all amounts due under this Section VIII.d. within thirty (30) days following the date of (A) the Executive's death or (B)
the Executive's termination due to her Total Disability, as applicable.



e.    Termination by Executive for Good Reason. Except as provided below, if the Executive terminates her employment for Good
Reason, the Executive shall no longer be entitled to receive any Base Salary, bonus or equity awards, or other amounts or benefits otherwise payable hereunder,
except such continuation and/or conversion rights as required by law or provided under the terms of any Company sponsored employee benefit plan or agreement
executed by the Company and the Executive. Notwithstanding the foregoing, the Executive shall be entitled to receive the following:


i.    Any Accrued Base Salary;


ii.Any Accrued Bonus;


iii.    Subject to the provisions of Section VIII.f., the Severance Benefit; and








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iv.    All equity awards shall be treated in accordance with the terms of the 2005 Plan or such other applicable equity plan of the Company or agreement
executed by the Company and the Executive as the same may be in effect from time to time, as applicable, that control such equity awards.




The Company shall, subject to Section III.b., Section IX.k., and the terms and conditions of any applicable plan document(s) or
agreement(s), pay all amounts due under this Section VIlLe. within sixty (60) days following the Executive's effective date of termination.


Notwithstanding the foregoing, if the Executive terminates employment with the Company for Good Reason following a Change of
Control (as defined in the CC Plan as in effect from time to time), then the Executive shall be entitled only to the payments and rights as provided in Section VII.


f.    Release. The payment of the Severance Benefit is conditioned on the Executive executing, and failing to revoke during any
applicable revocation period, a general release of all claims against the Company and its affiliates in a form prescribed by the Company within fifty days following the
Executive's date of termination.


g.    Voluntarv Termination.  Except as provided below, if the Executive terminates her employment without Good Reason, the
Executive shall no longer be entitled to receive any Base Salary, bonus or equity awards, or other amounts or benefits

otherwise payable hereunder, except such continuation and/or conversion rights as required by law or provided under the terms of any Company sponsored
employee benefit plan or agreement executed by the Company and the Executive. Notwithstanding the foregoing, the Executive shall be entitled to receive the following:


i.    Any Accrued Base Salary;


ii.    Any Accrued Bonus; and


iii.All equity awards shall be treated in accordance with the terms of the 2005
Plan or such other applicable equity plan of the Company or agreement executed by the Company and the Executive as the same may be in effect
from time to time, as applicable, that control such equity awards.




The Company shall, subject to Section III.b., Section IX.k., and the terms and conditions of any applicable plan document(s) or
agreement(s), pay all amounts due under this Section Vlll.g. within sixty (60) days following the Executive's effective date of termination.


h.    Director/Officer Position Resignation.  Upon the effective date of termination of Executive's employment, for any
reason whatsoever, Executive will be deemed to have resigned from any position Executive may hold as a director and/or officer
of the Company and any affiliate of the Company. The Company is hereby






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irrevocably authorized to appoint a nominee to act on Executive's behalf to execute all documents and do all tasks necessary to
effectuate this Section VIII.h.


i.    Return of Property. Following the termination of Executive's employment by the Company,
regardless of the reason for termination, Executive shall return to Company all Company-owned property in Executive's possession, including but not limited to all
keys to buildings or property, credit cards, files, equipment, software and computers, documents and papers (including but not limited to reports, sales data, product
lists, business plans, financial information, corporate governance materials, notebook entries, and files), telephone cards, cellular telephone(s), and all other
Company property.




j.    Cooperation after Employment.




Following the termination of Executive's employment by the Company, regardless of the reason for termination, Executive will
reasonably cooperate with the Company in the prosecution or defense of any claims, controversies, suits, arbitrations or proceedings involving events occurring prior
to the termination of this Agreement. Executive acknowledges that
in light of her position, she is in the possession of confidential information that may be privileged under the attorney-client and/or work product
privileges. Executive agrees to maintain the confidences and privileges of the Company and acknowledges that any such confidences and privileges belong
solely to the Company and can only be waived by the Company, not Executive. In the event Executive is subpoenaed to testify or otherwise requested to provide
information in any matter, including without limitation, any court action, administrative proceeding or government audit or investigation, relating to the Company,
Executive agrees that: (a) she will promptly notify the Company of any subpoena, summons or other request to testify or to provide information of any kind no later
than three (3) days after receipt of such subpoena, summons or request and, in any event, prior to the date set for her to provide such testimony or information; (b)
she will cooperate with the Company with
respect to such subpoena, summons or request for information; (c) she will not voluntarily provide any testimony or information without permission
of the Company unless otherwise required by Jaw; and (d) she will permit the Company to be represented by an attorney of the Company's choosing at any
such testimony or with respect to any such information to be provided, and will follow the instructions oftl1e attorney designated by the Company with respect to
whether testimony or information is privileged
by the attorney-client and/or work product privileges of the Company,
unless otherwise required by law. The parties agree that the Company shall be responsible for all reasonable expenses of Executive incurred in connection with
the fulfillment of Executive's obligations under this Section VIII.j. The parties agree and acknowledge that nothing in this Section VIII.j is meant to preclude Executive
from fully and truthfully cooperating with any government investigation.






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IX.    Miscellaneous Provisions



a.    Third Party Agreements. The Executive hereby confirms that the
Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive's use or disclosure of
information or the Executive's engagement in any business. The Executive represents to the Company that the Executive's execution of this Agreement, the
Executive's employment with the Company and the performance of the Executive's proposed duties for the Company will not violate any obligations the Executive
may have to any such previous employer or other party. In the Executive's work for the Company, the Executive will not disclose or make use of any information in
violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies
or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.


b.    Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall
withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule
or regulation. The Company has not made any representation regarding, nor will the Company indemnify the
Executive with respect to any tax liability as may be imposed on her in connection
with any Base Salary, bonus or other benefits conferred upon her hereunder; and the Executive shall be liable for all applicable state and federal income taxes,
other than the Company's share of applicable employment taxes, associated therewith.


c.    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns, provided that neither party shall assign any of its rights or privileges hereunder without the prior written consent of
the other party except that the Company may assign its rights hereunder to a successor in ownership of all or substantially all the assets of the Company.


d.    Severability. Should any part or provision of this Agreement be held unenforceable by a court of competent jurisdiction, the
validity of the remaining parts or provisions shall not be affected by such holding, unless such enforceability substantially impairs the benefit of the remaining
portions of this Agreement.


e.    Captions. The captions used in this Agreement are for convenience only and are not to be used in interpreting the obligations
ofthe parties under this Agreement.


f.    Choice of Law. The validity, construction and performance of this Agreement and the transactions to which it
relates shall be governed by the laws of the State ofNew  Jersey, without regard to choice oflaws provisions. Each of the parties hereto hereby irrevocably submits to
the exclusive jurisdiction of any New Jersey






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State Court located in Somerset County or the United States District Court for the District of New Jersey over any action or proceeding
arising out of this Agreement or the employment relationship between them, and each party hereby irrevocably agrees that all claims in respect of such action or
proceeding may be held and determined in such New Jersey State or Federal Court.


g.    Entire Agreement. This Agreement, together with the Restrictive Covenant Agreement, the Indemnity Agreement, and the
agreements and plan documents referenced herein, embodies the entire w1derstanding of the parties as it relates to the subject matter contained herein and as
such, supersedes any prior agreement or understanding between the parties relating to the terms of employment of the Executive. No amendment or modification of
this Agreement shall be valid or binding upon the parties unless in writing executed by each of the parties. Notwithstanding the foregoing, any agreement executed
by the Company and the
Executive that provides for bonuses, stock options, stock or other grant of value to
the Executive, as may exist from time to time, shall, to the extent such agreement explicitly so provides, be deemed incorporated into this Agreement.


h.    Notices. Any and all notices or other commwlications hereunder shall be sufficiently given if sent by hand, overnight courier or
by certified mail, return receipt requested, postage prepaid, addressed to the party to receive the same, if to Executive, the address on file with the Company, and if
to the Company, at its address set forth on page 1 hereof, or to such other address as the party to receive the same shall have specified by written notice given in a
manner provided for in this Section IX.h. Such notices or other commwlications shall be deemed to have been given upon receipt if given by hand or by overnight
courier and three (3) days after the date deposited in the mail.


i.    No Presumption. Should any of the provisions of this Agreement (including any Exhibit hereto)
require judicial interpretation, it is agreed that the court interpreting or construing this Agreement shall not apply a presumption that any provision shall be more
strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its
agents prepared the same, it being agreed that both parties and their respective agents have participated in the preparation of this Agreement


j.    Countemarts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and
together which shall constitute one and the same instrument.


k.    ;Section 409A Savings Clause. This Agreement is intended to comply with the provisions of Section 409A of the
Section 409A of the Internal Revenue Code of
1986, as amended ("Code") (and any regulations and guidelines issued thereunder) to the extent this Agreement is otherwise subject thereto, and this
Agreement shall be interpreted consistent with the requirements of Section 409A of the Code or an applicable exception thereto.  If any compensation or benefits







                                                    11






provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the
Executive, exert reasonable efforts to modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of
"deferred compensation" within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other
applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in
the value of the payments to the Executive. The Severance Benefit is intended to be exempt from the requirements of Section 409A pursuant to the short term
deferral and separation pay exceptions thereto. For purposes of Section 409A of the Code, the Severance Benefit will only be paid upon the Executive's "separation
from service" within the meaning of such term under Section 409A of the Code, each payment is a separate payment and a series of installment payments will be
treated as a series
 of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. In the event the Company determines that
the Executive is a Specified Employee (as defined below), then to the extent necessary to prevent taxation under Section 409A of the Code, any payments to be
made to the Executive pursuant to this Agreement shall be delayed until at least six (6) months after the Executive's termination of employment, and such payments
that would otherwise be payable during the six (6) month period
 following the Executive's termination of employment shall be paid in a lump sum
 in the seventh month following such effective date of termination of employment. For purposes hereof, "Specified Employee" shall mean any Company
employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code and the regulations promulgated thereunder. All
reimbursable expenses, any other reimbursements, and in kind benefits, including any third-par(y payments, provided under this Agreement (or any of the
 documents incorporated herein by reference) will be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any
provision of this Agreement to the contrary, in no event shall the timing ofthe Executive's execution of the release described in Section VIII.f., directly or indirectly,
result in the Executive designating the calendar year of payment of an amount that is subject to Section 409A of the Code, and if a payment that is subject to
execution of the release and is subject to Section 409A of the Code
 could be made in more than one taxable year, payment shall be made in the later taxable year to the extent required to comply with Section 409A of the Code. The
 preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect for payments made pursuant to this
Agreement.







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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


                                    NPS PHARMACEUTICALS, INC. 


By:  /s/ Glenn R. Melrose    

Name;  Glenn R. Melrose  

Title: SVP, Human Resources 


   


/s/ Christine Mikail Cvijic    

Christine Mikail Cvijic 

















   

   

   

   



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Job Description Form





	
Job Title: Senior Vice President and General Counsel


	
Employee Name:
Department:Legal

Manager Name: Francois Nader,MD

	

Office Location:Bedminster, NJ
Number of Employees Supervised: 4+   

Manager Title: President and CEO


	
For HR use only   

        FLSA/Overtime Status: x Exempt      
o Non-Exempt      
         Grade Level:T3






JOB SUMMARY:


The SVP/General Counsel (GC) has overall accountability for setting and implementing NPS's corporate &
worldwide Legal and Contracts & Outsourcing strategies, programs and related activities.   In achieving this the GC directly supervises the Legal and C&O
teams as well as ensuring that related outsourced services meet business needs. The GC provides direct & continuous counsel and guidance on these and
related matters and implications to the NPS Executive Team and the Board of Directors.


In addition to bringing legal insight and guidance to the NPS Executive Team, the GC is expected to make strong
contributions in general to team discussions and decisions involving strategy, organizational design & effectiveness, Culture By Design and other leadership
topics. The GC will be directly involved in complex business transactions and in negotiating critical contracts.




ACCOUNTABILITIES:




	Include key interactions or dependencies with other jobs,functional areas and/or external service providers
	If this role includes people management,describe  this in one of the accountabilities below
	If this role includes financial responsibility (e.g.budget management, forecasting...etc.)






	
   .
	

Accountabilities

	

Importance %


	
1.
	
Directs continual evolution ofNPS Legal Affairs strategy, team structure (including related outsourced services), capabilities
and deliverables to ensure excellent support of ongoing and  changing  organizational  and  business environment  needs  (e.g. Commercialization,
Globalization, changing legal and compliance environments, etc.).
	20%



	
2.
	
Recruits, mentors and develops a world class teams, ensuring each possess the necessary
experience, skill, resources and direction to fully support the business in achieving the NPS Mission, Vision and Strategy.
	10%



	
3.
	
Areas  of  Legal  focus   include  SEC  related  matters, intellectual  property,
financing transactions, litigation, M&A, regulatory compliance, corporate governance, employment
law and policy, legal entity and international expansion, complex commercial transactions, tax, risk management, etc.
	25%















	
4.
	
Oversees the continual evolution of NPS Contracts & Outsourcing team
strategy, team
structure (including  related outsourced services), capabilities and deliverables to ensure excellent support of ongoing and changing organizational and business
environment needs.
	10%



	
5.
	
Serve on NPS Executive Team, providing Legal insight and guidance while also making

strong contributions in general to team discussions and decisions.  Serve as a visible leader by example for the organization.
	10%



	
6.
	
Works directly  with and  advises  the  NPS  Board  and  Board  Committees regarding corporate governance, SEC
compliance and other regulatory and Legal matters.  Serves as the Corporate Secretary.
	15%



	
7.
	
A key advisor to Business Development including assessment, due diligence, negotiation,

closings and post deal integration activities
	10%








The table above may not detail all specific job duties/responsibilities




 

 





Please list additional cross-functional interactions and/or dependencies not already shown above

Works cross functionally with all departments and international regions. Key interfaces include the Board of
Directors, Commercial,Regulatory Affairs,Finance,HR and Business Development.



   


REQUIREMENTS:


Education: Law Degree/JD.

Certifications/Licenses: Admitted to practice; member of the bar. 


Experience:



	8-10 years of experience in a legal environment; 3-5 years of related industry
experience as a GC



	Direct experience  and  demonstrated  knowledge in  matters
related  to SEC/securities, intellectual property protection and defense, anti-trust, pharma commercial activities, financing transactions, licensing, litigation,
M&A, due diligence. regulatory compliance, corporate governance, employment law and policy, legal entity creation, complex commercial transactions, tax, risk
management, etc.



	International Legal experience a plus



	Experience dealing with' the SEC



	Experience working on matters of corporate governance and with a Board of Directors













	Experience as a member  of senior  corporate leadership team




	Experience  managing  other   attorneys   and  supervising support   staff   in  a  corporation as  well  as experience with cost effective management of outside  legal resources;




	Familiarity and understanding of Sarbanes-Oxley






Other skills/attributes:




	Value-Driven  Cultural Champion
& Team Leadership: This values-driven executive will be expected to set clear direction and will have shown outstanding
abilities to align and motivate diverse teams and others around common objectives. Viewed as a cultural champion, our executive will be a demanding, yet
collaborative, people manager able to create a shared, high performance culture.  This individual will work through indirect reports and executives, leveraging
external providers as needed, and engage them and driving results. S/he will have a  track  record of  identifying and developing talent and  investing appropriately
to develop a strong "bench", including his/her successor.



	Legal Technical  Capabilities: The ideal candidate will possess a
proven track record of achievement in the field of law in the biotechnology/pharmaceuticals area.  The candidate must possess working knowledge of all areas of
corporate law such as regulatory compliance, commercial contracts, products liability, intellectual property, employment law, environmental law, M&A
transactions, corporate and securities law.  S/he will be able to recognize risk areas and material issues arising in the company's businesses. The executive should
have experience in a work environment characterized by a proactive approach to legal issues, with a hands-on style.



	Results Orientation: Simply put, the General Counsel will have a strong
track record of achievements in the face of complexities and challenges. A "hands-on" executive s/he can thrive in a fast-paced, rapidly evolving, matrixed
environment. S/he will demonstrate the ability to structure and lead complex deals and negotiations with tenacity, decisiveness, and diplomacy.  S/he will be capable
of driving fundamental building of the legal function to enhance cost-effective business performance.




	Collaboration and Influencing Skills: Our General Counsel will
possess professional and personal credibility, strong interpersonal, communication, and organizational skills. S/he will have a great deal of maturity and tact to work
effectively with business leaders around the world to gain their trust and to help them grow their markets.   It is vital that the individual has the proven ability to create
constructive relationships with senior management and peers, being recognized as a partner and resource by all. The candidate will also have a well- developed
suite of influencing skills that have enabled him/her to persuade internal and external constituencies to undertake or refrain from undertaking certain transactions or
other courses of action.



	Strategic   Orientation:   The  successful  candidate  must  be able
to  demonstrate the  ability to  assist and contribute in the formulation of a value proposition, market strategy, and portfolio.  This position requires an entrepreneurial,
business-minded, results-focused legal practitioner. The successful candidate must demonstrate broad business judgment, an external focus to anticipate pressures
and challenges, both from the market as well as regulatory authorities, and a willingness to dive into the details of issues. This will require a proactive and
solutions-oriented approach that prevents problems from occurring and identifies and takes advantage of opportunities to improve business performance.






 




Working conditions (ability to travel, lifting....etc.):

Ability to travel  internationally and willingness to work across global time  zones as required.







	
__________________________________

Manager Name

	
__________________________________

Title

	
__________________________________

Date

	
__________________________________

Signature


	
__________________________________

Accountable Executive

	
__________________________________

Title

	
__________________________________

Date

	
__________________________________

Signature


	
__________________________________

HR Representative

	
__________________________________

Title

	
__________________________________

Date

	
__________________________________

Signature


	
__________________________________

Employee Signature  

__________________________________

Employee Name

	
__________________________________

Title

	
__________________________________

Date

	
__________________________________

Signature









   

   

   











EXHIBIT A





                                    EMPLOYEE AGREEMENT CONCERNING       

                                  INVENTION ASSIGNMENT, NON-DISCLOSURE   

                                  AND NON-COMPETITION




Employee: Christine Mikail Cvijic

In consideration of employment or continued employment by NPS Pharmaceuticals, Inc. (which together with its
affiliates and subsidiaries, if any, are hereinafter referred to as the "Company"), the compensation paid by the Company from time to time and other good and
valuable consideration, Employee hereby represents to and agrees with the Company as follows:




1.    Scope of Company's Business Interests.


Employee understands that the Company is  engaged in  a continuous program of research,
development, production, and marketing with respect to the discovery and development of novel pharmaceutical therapies for a variety of diseases.




2.    Definitions.


2.1      "Confidential Information" shall mean:



2.1.1  any  and  all  Intellectual Property  or  information whether  business, financial,
technical or otherwise, of any type whatsoever, in any form whatsoever, which is (a) proprietary to the Company; or (b) submitted or disclosed to the Company by a
third party.


2.1.2  Confidential Information (whether or not reduced to writing and in any and all stages
of development) includes but is not limited to:    discoveries, ideas,  inventions, designs,  formulas,  test  results,  test   procedures, protocols, concepts, drawings,
specifications, techniques, models, data, software,research,  processes,  procedures,  works   of   authorship, formulas, improvements, trade secrets, know-how,
marketing plans and supplies, product plans, customer names (and other information relating to  customers),  supplier  names  (and  other   information
relating  to suppliers), and financial information.


2.1.3 Confidential Information shall not include anything that is publicly known or generally
employed by the trade at or after the effective date of this Agreement.




2.2 "Intellectual Property" shall mean, without limitation, all  copyrights, patents, trademarks,
service marks, trade secrets, know-how and other rights commonly referred to  as "moral rights" and all intellectual property rights of any type
whatsoever.




                                                    1







3.    Assignment of Rights in Intellectual Property.


3.1Employee hereby assigns to  the  Company all of  Employee's rights in  all discoveries, inventions and other
technology, all works of authorship, all data and information, and all Intellectual Property rights therein and thereto, which are made, discovered, developed,
assembled, created, or conceived, in whole or in part, previously or hereafter by Employee: (a) during the course of and within the scope of employment with the
Company; or (b) with the aid of Confidential Information or the facilities, resources or property of the Company.


3.2All of said Intellectual Property assigned to the Company shall be Confidential Information
except for anything that is publicly known or generally employed by the trade, without the fault of Employee, at or after the effective date of this Agreement.


3.3      Employee agrees to disclose promptly and fully to the Company anything which qualifies as
Confidential Information hereunder.






4.     Confidential Information.


4.1Employee understands that Confidential Information is confidential and secret and
agrees to respect the confidentiality and secrecy of the same.  Employee also understands that all Confidential Information is the property of the Company or of a
third party submitting the same to the Company.  Employee agrees to treat Confidential Information submitted to the Company by third parties as if confidential and
proprietary to the Company.




4.2      Except as lawfully authorized or as may be required in the performance of
Employee's responsibilities for the Company, Employee:


4.2.1agrees not to directly or indirectly disclose, reveal, report, publish, or transfer
possession of, or access to, any Confidential Information to any person or entity;


4.2.2agrees, at the expense of the Company, promptly at all times hereafter to execute and
deliver  any  and  all  acts  and  instruments as  may be necessary or desirable to perfect and protect the Company's interest in the Confidential Information; and


4.2.3agrees not to directly or indirectly use the Confidential Information except for  the
benefit of  the  Company in  the  performance of  Employee's responsibilities for the Company.







5    Trust Relationship.


Employee understands that employment with the Company creates a relationship of confidence and
trust between the Employee and the Company with respect to the Employee's care, use, and treatment of Intellectual Property and Confidential Information of the
Company.





                                                    2








6.    Delivery to the Company.


Employee agrees to turn over any and all Confidential Information in Employee's possession or
control upon request of the Company and upon termination of employment with the Company.  Employee understands and agrees that Employee's obligations under
this Agreement survive the termination of Employee's employment with the Company.




7.    No Contract of Employment.


7.1 Nothing herein is intended to constitute a contract of employment or alter or change the
terms of Employee's understanding with the Company concerning terms and duration of employment.


7.2This  Agreement is  not  an  employment agreement and  does not  give the Employee the
right to be employed by the Company in any capacity.  The Company reserves the right to terminate Employee's employment at any time for any reason.





8.    Non-Competition.


8.1The Employee understands and agrees that the Company's activities, including its  interests
in  Confidential Information and  Intellectual Property, are of  a proprietary, unique and special nature and that if Employee's services were used in competition with
the Company, such use could cause serious and possibly irreparable harm to the Company.   Accordingly, Employee agrees to the commitments of non-competitive
activities as described herein.


8.1.1Employee agrees that during the period of employment with the Company and for a period
of one year thereafter, Employee shall not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise,
engage, participate, assist or invest in any business whose products or activities complete in whole or in part with the products or activities of the Company
anywhere in the world, provide, however, that this does not apply to investments in mutual funds, or in public companies where the employee's investment is less
than one (1%) of the outstanding stock of a publicly held corporation or five percent
(5%) of the employee's total liquid assets.


8.1.2Employee agrees  that  during  the  period  of  employment with  the Company, and for a
period of one year thereafter, Employee shall not directly or indirectly (a) call on, solicit, take away, or attempt to take away for the benefit of Employee or of any
other person or entity, any customer, supplier, or client of the Company whether or not Employee had personal contact with such person during employment with the
Company, or (b) solicit, take away, or attempt to take away, for the benefit of the Employee or of any other person or entity, any employee or officer of the
Company.


8.1.3Employee  agrees  that  upon  termination  of  employment with  the Company, Employee
shall not  use. or  disclose material Confidential Information of the Company.





                                                    3







9.    No Use of Other's Intellectual Property.


Employee represents to the Company that Employee has not brought and has not used, and agrees
that it will not bring to the Company and will not use in the performance of any responsibilities for the Company, any information, materials or the like which are
confidential and are proprietary to a former employer or to some other person or entity without written authorization from said former employer, person or entity.




10.    Injunctive Relief.


Employee agrees that, because of  the unique nature of this Agreement and the obligations of
Employee regarding non-disclosure, non-use and  assignment of inventions and Intellectual Property, monetary damages alone will be an inadequate remedy for
Employee's breach of such obligations. As a result, Employee agrees that the Company shall be entitled to obtain injunctive and other equitable relief to protect the
confidential nature of its Confidential Information and its interest in such inventions and Intellectual Property, in addition to all other remedies which may be available
at law or otherwise.




11.    Miscellaneous.


11.1If  any provision of this Agreement is  determined by  a  court of  competent jurisdiction
to be invalid or unenforceable, the same shall be deemed severed from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the
remainder of this Agreement. However, if the provisions of section 8 above are determined by a court of competent jurisdiction to be unenforceable because of its
temporal or geographic limitation(s), the parties agree that any such court may modify such limitation(s) so as to render it/them enforceable.



11.2This Agreement shall be governed by the laws of the State of New Jersey without
reference to the conflicts of law principles thereof.



11.3This  Agreement constitutes the  final,  complete, and  exclusive   agreement between the Company and
Employee concerning the subject  matter of this Agreement and supersedes all prior representations, agreements, understandings,
negotiations and  discussions,  written or  oral, between the Company and Employee with respect thereto.  In the event Employee and the Company have previously
entered into an agreement concerning the subject matter hereof, this  Agreement is  considered a  novation of that agreement. Employee agrees that all Confidential
Information received by Employee prior to the "Date of Hire" shown below is governed hereby and is deemed received pursuant to the terms hereof. Any inventions
excluded by Employee thereunder are also deemed excluded hereunder unless stated otherwise in Exhibit A hereof. Any modification, recision or amendment of this
Agreement shall not be effective unless made in writing and executed by both parties.


11.4Employee has identified in the space below all inventions, ideas, biological
compounds, cell lines, and other items of Intellectual Property of interest to the Company as described herein, and other items of Intellectual Property which have
been made or conceived or first reduced to practice by Employee, alone or




                                                    4






jointly  with  others,  PRIOR  to  employment  with  the  Company  AND  which Employee desires to
exclude from the operation of this Agreement.  Employee claims an interest in the following PRIOR items of Intellectual Property:


 __________________________________________________________________


 __________________________________________________________________




If no inventions, ideas, discoveries or other items of Intellectual Property are identified in the space
above, then Employee represents that there are no such inventions, ideas, discoveries or other items of Intellectual Property.




11.5 Employee  agrees  that  adequate  consideration  to  the  Employee  from  the Company can be found in each of the following:


11.5.1 continued employment with the Company;


11.5.2 compensation paid to the Employee by the Company from time to time; and


11.5.3 capital stock of the Company sold or granted to the Employee from time to time.




11.6 Employee  acknowledges that  his or her employment  with the Company was expressly
conditioned upon an understanding that an agreement covering the subject hereof was a condition of employment and that this Agreement is the intended
agreement and that if signed after the Date of Hire the Agreement is intended to relate back to the Employee's Date of Hire and to be part of the terms of initial
employment.





	
READ, UNDERSTOOD AND ACCEPTED: 


EMPLOYEE:




/s/ Christine Mikail Cvijic                

                   (Signature)

                   Dated:  January 30, 2014                 

                   Date of Hire: ___________________________
	 	
WITNESSED BY COMPANY:


NPS PHARMACEUTICALS, INC.




By: /s/ Glenn R. Melrose                


                    Its: SVP, Human Resources              


                   Dated:  February 2, 2014                 



	 	 	 




                                                    5










EXHIBIT B





INDEMNITY AGREEMENT





THIS AGREEMENT, effective the 30th day of January, 2014 by and between NPS Pharmaceuticals, Inc., a Delaware corporation (the
"Corporation"), and Christine Mikail Cvijic, the undersigned agent of the Corporation ("Agent").


RECITALS



WHEREAS, Agent performs a valuable service to the Corporation in the capacity as an officer of the Corporation;


WHEREAS, the stockholders ofthe Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors,
officers, employees, and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or
enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code");


WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation
and its agents, officers, employees, and other agents with respect to indemnification of such persons; and


WHEREAS, in order to induce Agent to continue to serve as an officer of the Corporation, the
Corporation has determined and agreed to enter into this Agreement with Agent;


NOW, THEREFORE, in consideration of Agent's continued service as an officer after the date hereof, the parties hereto agree as follows:



1.    Services to the Corporation. With duties beginning as of the above date, Agent will
serve, at the will of the Corporation or under separate contract, if any such contract exists, as an officer of the Corporation or as a director, officer or other fiduciary of
an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of Agent's ability so long as Agent is duly elected and
qualified or appointed in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however,
that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this
Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.


2.    Indemnity of Agent. The Corporation hereby agrees to hold harmless and indemnity Agent to the fullest extent authorized
or permitted by the provisions of the Bylaws, the Code, and applicable law as the same may be amended from time to time (but, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than the Bylaws, the Code, or applicable law permitted prior to adoption of such
amendment).


3.    Additional Indemnity, In addition to and not in limitation of the indemnification otherwise provided for herein, and subject
only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnity Agent:


a.    against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines, amounts paid in
settlement, and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by Agent in





                                                    1






connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative,
or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party,
by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation, or is or was serving or at any time serves
at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; and


b.    otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code
and Section 11.5 of the Bylaws.




4.    Limitations on Additional Indemnity. No indemnity shall be paid by the Corporation under this agreement:


a.    on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the
Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or
local statutory Jaw;


b.on account of Agent's conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful
misconduct;


c.    on account of Agent's conduct that constituted a breach of Agent's duty ofloyalty  to the Corporation or resulted in any personal
profit or advantage to which Agent was not legally entitled;


d.for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable
indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;



e.    if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities
and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or


f.    in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation
or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation
under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.




5.    Continuation of lndemnity. All agreements and obligations of the Corporation contained herein shall continue during the period
Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other
agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be
subject to any possible claim or threatened, pending or CO!llpleted action, suit or proceeding, whether civil, criminal,







                                                    2






arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.


6.    Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of
the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement, and any other amounts that Agent becomes
legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total
amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.


7.    Notification and Defense of Claim. Not later than thirty (30) days after receipt by Agent of notice of the commencement of any
action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation or confirm that
the Corporation has notice of the commencement thereof; but the omission so to notify or so to confirm notice to the Corporation will not relieve it from any liability
which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of
the commencement thereof or confirms that the Corporation has such notice:


a.    the Corporation will be entitled to participate therein at its own expense;


b.except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly
notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent
of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred
by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ
separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the
defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent
has been authorized by the Corporation, (ii) Agent shall have reasonably concluded that there may be a conflict of interest between the Corporation (or any other
agent or agents for whom the Corporation has assumed or may assume the defense) and Agent in the conduct of the defense of such action; or (iii) the Corporation shall not in
fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall
be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any
action, suit or proceeding brought by or on behalf of the Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and


c.    the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or
claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner that would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in
Agent's sole discretion.




8.    Expenses. Promptly following request for advancement of expenses and upon receipt of an undertaking by or on behalf of
Agent to repay said amounts on the terms hereof, the Corporation




                                                    3






shall advance, prior to the final disposition of any proceeding, all expenses actually and reasonably incurred by Agent in connection
with such proceeding, prior to the date (if at all) when the Corporation has determined that Agent has acted in bad faith or in a manner that Agent did not believe to
be in or not opposed to the best interests of the Corporation, that Agent is not entitled to indemnification due to exclusion under Section 4 hereof or, with respect to
any criminal action or proceeding that Agent acted without reasonable cause to believe that Agent's conduct was lawfuL Such determination may be made by the
Corporation upon a finding that the facts known to the decision-making party at the time such determination is made, clearly and convincingly support such a
determination. Such determination may be made by the Corporation (i) as to an officer by a vote of all disinterested directors provided such directors constitute
quorum of the Board of Directors; or (ii) if such a quorum is not obtainable, or even if obtainable, upon direction of a majority of the disinterested directors as to
an officer or director by independent legal counsel (selected by said majority, or other representation of the Corporation, from a panel of five alternates approved for
this purpose by the National Association of Corporate
Directors) in a written opinion. This provision is adopted under and is to be interpreted consistent with Delaware Code 145(f) and Bylaw 11.5.




9.    Enforcement.


a.    Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in
any court of competent jurisdiction if(i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting
Agent's claim. It shall be a defense to any action for which a
claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided
that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4
hereof.  Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such
enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors or its
stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this
Agreement or otherwise.


b. Any determination, election, or authorization (a "Determination") permitted or required herein to be made by the
Corporation when made by the Board of Directors, shall be made in the manner set out in the following sentence when the Determination is (i) to authorize Agent to
initiate a proceeding against the Corporation under paragraph 4(f) hereof; (ii) to participate in a proceeding under paragraph 7(a) hereof; or (iii) to assume the
defense under paragraph 7(b) hereof. A Determination made by the Board of Directors under the proceeding sentence shall require only a quorum of one-third of the
exact number of directors of the Corporation fixed from time to time in accordance with the Certificate oflncorporation if such Determination is to authorize Agent to
bring an action under (i) above, to cause the Corporation to participate in a proceeding under (ii) above, and/or to assume a defense of an action against Agent
under (iii) above.




10.    Subrogation. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Corporation effectively to bring suit to enforce such rights.




                                                    4






11.    Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which
Agent may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation or Bylaws, agreement, vote of stockholders or
directors, applicable law or otherwise, both as to action in Agent's official capacity and as to action in another capacity while holding office.


12.    Survival of Rights.


a.    The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or
other agent of the Corporation or to serve at the
request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and shall inure to the benefit of Agent's heirs, executors and administrators.


b.    The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession had taken place.




13.    Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so
that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other
provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any
ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law.


14.    Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware,
without regard to choice of law provisions.


15.    Amendment and Termination. No amendment, modification, termination or cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.


16.    Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the
existence of this Agreement.


17.    Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.





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18.    Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) upon delivery if delivered by hand to the party to whom such communication was directed, or (ii) upon the third (3"') business day after the date on which such
communication was mailed if mailed by certified or registered mail with postage prepaid:


a. If to Agent, to the address on file with the Corporation.


b. If to the Corporation, to:



NPS Pharmaceuticals, Inc.

   550 Hills Dr., 3rd Floor

   Bedminster, NJ  07921

   Attention:  SVP, Human Resources




or to such other address as may have been furnished to Agent by the Corporation.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.



	
AGENT




/s/ Christine Mikail Cvijic                

Christine Mikail Cvijic 

	 	
NPS PHARMACEUTICALS, INC.




By: /s/ Glenn R. Melrose                



	 	 	
Glenn R. Melrose

          SVP, Human Resources

	 	 	 





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