Q1 2014 10-Q Exhibit 10.4





Exhibit 10.4



AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of May 6, 2014, 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 Eric Pauwels, with an address of 623 Spring Valley Road, Morristown, New Jersey, 07960 (the
"Executive"). 


Recitals

WHEREAS, the Company and the Executive entered into an Employment Agreement effective as of July 1, 2013 (the "Employment
Agreement"); 


WHEREAS, effective as of July 1, 2013 and under the terms and conditions of the Employment Agreement, the Executive was appointed President, NPS
Pharma International, a division of NPS Pharmaceuticals, Inc.; and

WHEREAS, the Company and the Executive desire to amend and restate the terms of employment of the Executive effective as of May 6, 2014 (the
"Effective Date"), and the Executive desires to be so employed by the Company upon the terms and conditions hereinafter provided.

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


I.   Employment Agreement 



	The Employment Agreement is hereby amended and restated in its entirety upon the terms set forth below.



	The Company and the Executive hereby waive any breach or non-performance which may have occurred prior to the Effective Date.

II.   Employment Duties




	Position and Duties.  The Executive will continue to serve as SVP, NPS Pharmaceuticals and President, NPS Pharma International 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.




	Reporting Relationship.  The Executive will report directly to the Chief Executive Officer of the Company (the "CEO") or to the Chief
Operating Officer (the "COO") should one be named in the future.


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



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III.   Performance Unit Awards




	At such time as the Compensation Committee determines, it shall establish and approve the performance goals and performance periods of
the remaining three of the four tranches of five thousand (5,000) performance unit awards (the "Performance Unit Awards") granted to the Executive,
the Compensation Committee having already approved the performance goals for the first five thousand (5,000) of such Performance Unit Awards.  Such
performance goals and performance periods shall be in accordance with the terms and conditions of the Company's 2005 Omnibus Incentive Plan, as the same
may be amended from time to time (the "2005 Plan"), and subject to the terms and conditions of the Performance Unit Award Agreements to be
executed by the Company and the Executive with respect to each Performance Unit Award.  To the extent earned at the end of the applicable performance
period, each Performance Unit Award described in this Section III.a will vest on the August 1st next following the end of the respective performance period,
subject to the Executive's continued employment with the Company through the vesting date; provided, however, in no event shall the last such vesting date be
later than August 1, 2017. All performance goals and performance periods of the Performance Unit Awards are subject to approval by the Compensation
Committee.  


	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 reserves
the right to terminate the Executive's employment at any time for any reason.   

IV.   Compensation


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




	Base Salary.  As of January 1, 2014, the Company shall pay to the Executive an annual base salary of $410,800
(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, in its sole and absolute discretion, may determine to increase such Base Salary
for the Executive from time to time; however, nothing contained herein shall obligate the CEO to make such discretionary increases.



	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 his 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 actually earned
under the Bonus Plan shall




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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 earned.




	Long-Term Incentives - Equity.  The Executive will be entitled to receive 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 awards shall be determined at the sole and
absolute discretion of the Compensation Committee.

Tax Preparation and Equalization.  The Company will provide appropriate tax services on an annual basis to determine if any additional tax liabilities
(on Company sourced income) have been created by the Executive's work outside the U.S. and on behalf of the Company.   If, as a result of his
work for the Company, the Executive becomes liable for such additional tax, the Company shall provide for tax services by a provider of its choosing for the
preparation of income tax returns in all jurisdictions where the Executive is required to file such returns as a result of income earned from the Company. 
Additionally, the Company shall pay the Executive an additional amount as needed to ensure that his after tax income from the Company is equivalent to what it
would have been had he been subject solely to United States income taxes for income earned from the Company.  Any tax equalization payment payable
to the Executive under this Agreement will be paid not later than the end of the calendar year in which the Company (or the Executive) remits the taxes for which
the tax equalization payment is being made, to the taxing authorities.




V.   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 his legal dependents as defined by the Company's standard insurance plan.
	Dental insurance coverage for the Executive and his 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.







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	Option to participate in the 125 Cafeteria Plan which includes dependent care and health care flexible spending accounts.
	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.






VI.   Restrictive Covenants

The Executive acknowledges that he has previously executed and delivered 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").  


VII.   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.  Attached hereto as Exhibit B is the current Indemnity Agreement between the Company and the
Executive.


VIII.   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 of termination benefits under any other provision of this Agreement, and if the Executive receives benefits under the CC
Plan, he shall have no right to benefits under Section IX.


IX.   Termination Provisions (other than Change in Control)




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




	"Cause" shall mean (a) an act of dishonesty by the Executive in connection with his 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 his
employment duties after he 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 he has been provided with a sixty (60) day cure period, (e) the Executive's continued poor






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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.




	"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 in the geographic location at which the Executive
must perform his services; (ii) any material reduction in the Executive's Base Salary, other than a reduction of a proportionally like amount affecting all other
senior executives of the Company; (iii) a material diminution in the Executive's authority, duties, responsibilities or reporting relationships; or (iv) any other action
or inaction that constitutes a material breach of this Agreement by the Company.


	"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 in death 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. 



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



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






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	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");


	Subject to the provisions of Section IX.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


	Vested options shall remain exercisable in accordance with the terms of the 2005 Plan or such other 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 vested options.

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

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 VIII. 



	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 forfeiture of any right to the Severance Benefit 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. Vested options shall remain exercisable in accordance with the terms of the 2005 Plan
or such other 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 vested options.  



	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





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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 his estate, as applicable, shall be entitled to the following:





	Any Accrued Base Salary; 


	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


	Vested options shall remain exercisable in accordance with the terms of the 2005 Plan or such other 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 vested options.

The Company shall pay all amounts due under this Section IX.d. within thirty (30) days following the date of (A) the Executive's death or (B) the Executive's
termination due to his Total Disability, as applicable.



	Termination by Executive for Good Reason.  Except as provided below, if the Executive terminates his 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:



	Any Accrued Base Salary;


	Any Accrued Bonus; 


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


	Vested options shall remain exercisable in accordance with the terms of the 2005 Plan or such other 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 vested options.

The Company shall, subject to Section X.k., pay all amounts due under this Section IX.e. within sixty (60) days following the Executive's effective date of
termination.






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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 VIII.



	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 acceptable to the Company within twenty-one (21) days following the
Executive's date of termination (forty-five (45) days following the Executive's date of termination in the event of a group termination).

X.   Miscellaneous Provisions





	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.


	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 him in
connection with any Base Salary, bonus or other benefits conferred upon him 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.


	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.





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	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.


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


	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 of New Jersey, without regard to choice of laws provisions.  Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any
New Jersey 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.  


	Entire Agreement.  This Agreement, together with the Exhibits hereto and the agreements and plan documents referenced herein, embodies the
entire understanding 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.


	Notices.  Any and all notices or other communications 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 at its or his 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 communications
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.


	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





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parties and their respective agents have participated in the preparation of this Agreement.




	Counterparts.  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.



	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 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-party
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 of the Executive's
execution of the release described in Section IX.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





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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.









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


                                    NPS PHARMACEUTICALS, INC. 


 /s/ Robin D. Friedman              

Name; Robin  D. Friedman 

Title: SVP, Human Resources 


   


 /s/ Eric Pauwels             

Eric Pauwels

















   

   

   

   



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EXHIBIT A





                                    EMPLOYEE AGREEMENT CONCERNING       

                                  INVENTION ASSIGNMENT, NON-DISCLOSURE   

                                  AND NON-COMPETITION






Employee: Eric Pauwels   


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:








	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.






	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.





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	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.


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






	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.


4.2Except 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.







	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.





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	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.




	No Contract of Employment.

7.1Nothing 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.






	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.







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	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.




	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.




	Miscellaneous.

11.1 If 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.







                                                    4







11.4  Employee 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 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.


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


11.5.1continued employment with the Company;


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


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




11.6Employee 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/ Eric Pauwels             

                   (Signature)

                   Dated:  September 9, 2011 

                   Date of Hire: September 26, 2011
	 	
WITNESSED BY COMPANY:


NPS PHARMACEUTICALS, INC.




By: /s/     Edward H. Stratemeier              


                    Its: SVP and General Counsel   


                   Dated: September 12, 2011 

	 	 	 




                                                    5










EXHIBIT B





INDEMNITY AGREEMENT






THIS AGREEMENT, effective the [____] day of [ ________________ ,  _______ ], by and between NPS Pharmaceuticals, Inc., a Delaware corporation (the
"Corporation"), and Eric Pauwels, 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 of the 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:





	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.



	Indemnity of Agent. The Corporation hereby agrees to hold harmless and indemnify 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).



	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 indemnify Agent:




	against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines, amounts paid in settlement, and any other amounts that Agent becomes




                                                    1









legally obligated to pay because of any claim or claims made against or by Agent in 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




	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.




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




	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 law;



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



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



	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;



	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



	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.




	Continuation of Indemnity. 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 completed 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.




	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.



	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:




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



	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



	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.



                                                    3









	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 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 a 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.



	Enforcement.




	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.



	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 of Incorporation 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.



                                                    4









	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.



	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.



	Survival of Rights.




	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.



	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.




	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.



	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.



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



	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.



	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.



                                                    5









	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 (3rd) business day
after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:




	If to Agent, to:.

Eric Pauwels

   4173 El Camino Real #49

   Palo Alto CA, 94306







	If to the Corporation, to:

NPS Pharmaceuticals, Inc.

   550 Hills Dr., 3rd Floor

   Bedminster, NJ  07921

   Attention:  General Counsel




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/ Eric Pauwels             

Eric Pauwels 

	 	
NPS PHARMACEUTICALS, INC.




By: /s/     Edward H. Stratemeier              

    Edward H. Stratemeier,

         Senior Vice President  and General Counsel

	 	 	 





                                                     6








 

POSITION DESCRIPTION




PRESIDENT, NPS PHARMA INTERNATIONAL



   

ESSENTIAL DUTIES







	Build an international organization (ex-US) capable of achieving NPS International business strategy in support of the
overall corporate mission, vision and culture.


	Holds full P&L accountability for NPS International business.


	Direct executive leadership of all international commercial functions.


	Has direct or indirect (matrix) oversight of other essential functions (i.e. Finance, Tech Ops, Supply Chain, Clinical, Medical Affairs, Regulatory, HR, IT, etc.)
as per design.


	Serves as an essential member of the NPS global leadership team.



QUALIFICATIONS









	Education:  Bachelor's Degree or equivalent required, advance degree (MBA, PHh.D., M.Sc., M.D., etc.) strongly
preferred.


	Minimum of 20 years of sales and marketing experience in the pharmaceutical/biotech industry with at least 10 years in ex-North American commercial
leadership(s) as a country manager, regional general management business unit head, etc.


	Demonstrated success building effective commercial organizations internationally which has successfully launched/re-launched rare disease drugs.


	An exceptional understanding of the complex regulatory and reimbursement requirements/challenges for rare disease drugs across a broad range of
international markets.


	Excellent understanding of how to manage and lead an international P&L and the related multiple functional (Commercial & non-Commercial)
organization.


	Successful record of serving on corporate executive teams with frequent interactions with the Board of Directors.


	Fluency in English is essential with second or multiple languages preferred.



ATTRIBUTES









	Leverages exceptional interpersonal skills working in and leading a diverse multi-national organization.


	Strong values-driven individual who pays great attention to "driving culture by design" with an absolute commitment to the highest standards of
ethics and integrity.


	Meticulous organization and implementation skills.


	Moves easily between strategic and tactical thinking/implementation.


	Exceptional communications and presentation skills.



                                                    7










	Hands-on and can thrive in a rapid-paced, changing business environment.


	Ability to work with other strong company leaders and develop good working relationships with those leaders.


	Ability to travel internationally up to 50%.



                                                    8