Exhibit 10.3A







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NPS PHARMACEUTICALS, iNC. 
                  CHANGE IN CONTROL SEVERANCE PAY PLAN

Adopted by the Board of Directors

August 8, 2007























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1. Introduction.The purpose of the NPS Pharmaceuticals, Inc. Change in Control Severance Pay Plan (the
"Plan") is to provide severance benefits to eligible employees of NPS Pharmaceuticals, Inc. and its subsidiaries (collectively
"Company") when there has been a "change in control" of the Company resulting in the eligible employee's job prospects
being "materially altered."  This Plan replaces any prior severance policy or other policy or practice under which severance benefits
have been provided to employees of the Company, except as provided in Section 13 herein.  This document constitutes both the written
instrument under which the Plan is maintained and the summary plan description for the Plan.
2. Effective Date.The effective date of the Plan is January 1, 2005.
3. Term.The Plan shall be in effect until terminated by the Company.
4. ERISA.  For Covered Employees in the United States, the Plan is intended to be, and shall be, administered
and maintained as, a welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended.
5. Employment Standards Act.  For Covered Employees in Canada, the Plan is intended to provide the
severance benefits required under the Canadian Employment Standards Act, as amended from time to time ("Employment Standards
Act").  To the extent that any provisions of the Plan conflict with the Employment Standards Act, the Employment Standards Act shall
govern Covered Employees in Canada.
6. Important Terms.The following words and phases shall have the following respective meanings unless the
context clearly indicates otherwise:

6.1    "Administrator" means the Company, acting through its General Counsel, or such other person
appointed by the Board.
6.2    "Base Pay" means the Covered Employee's annual regular straight-time salary as in effect on
the date of termination of employment.
6.3    "Board" means the Board of Directors of the Company.
6.4    "Cause" means (i) an act of material dishonesty by the Covered Employee in connection with the
Covered Employee's responsibilities as an employee, (ii) the Covered Employee's conviction of, or plea of nolo contendere to, a felony, (iii) the
Covered Employee's gross misconduct in connection with the Covered Employee's responsibilities as an employee, (iv) the Covered Employee's
violation of the Company's written policies and procedures; or (v) the Covered Employee's continued failure to perform his or her responsibilities
as an employee after the Covered Employee has received a written demand for such performance.
6.5    "Change in Control" means (i) a dissolution or liquidation or sale of all or substantially all of the
assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation; (iii) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise; (iv) a strategic corporate event, such
as a merger or acquisition, where the Company is technically the surviving entity, but which the

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1. Eligibility for Severance Benefit.An individual is eligible for the Severance Benefit under the Plan, in the
amount set forth in Section 8 and for the duration set forth in Exhibit A, only if he or she is a Covered Employee on the effective date of a Change
in Control.
2. Severance Benefit.

8.1.1    "Termination Following a Change in Control.  Except as provided in Section 13, at any time within the
Determination Period for a Covered Employee following a Change in Control (i) the Covered Employee's job prospects are Materially Altered
followed by the termination of the Covered Employee's employment in accordance with the notice and cure requirements of this Section 8.1.1, or
(ii) the Covered Employee's employment is Involuntarily Terminated, other than for Cause or death or permanent disability, then the Covered
Employee may be entitled to his or her Severance Benefit under the Plan.
In the instance of the Involuntarily Termination of the Covered Employee, other than for Cause or death or permanent
disability, the Covered Employee shall be entitled to receive the Severance Benefit described in the remainder of this Section 8.1 from the
Company, provided the Covered Employee signs the Release in a timely manner as provided in Section 8.2.
In the instance of the Covered Employee's job prospects being Materially Altered, the Covered Employee must exercise
his or her rights under the Plan by providing the Company with written notice that his or her job prospects have been Materially Altered within
ninety (90) days of the date of such Material Alteration, upon the notice of which the Company will be provided a period of thirty (30) days during
which it may remedy the condition giving rise to the Material Alteration of the Covered Employee's job prospects.  In such instance, the Covered
Employee's employment with the Company shall terminate following the expiration of the thirty (30) day cure period without the Company
remedying the condition giving rise to the Material Alteration of the Covered Employee's job prospects, following which, provided the Covered
Employee signs the Release in a timely manner as provided in Section 8.2, the Covered Employee will receive the following Severance Benefit
from the Company:
8.1.2    "Total Cash Compensation Target.Within 10 days of the completion of the Release Period, if the Covered
Employee has executed and not revoked the Release as required by Section 8.2 herein and the return of the Company's property as required by
Section 25 herein, the Covered Employee will be paid a lump sum single payment equal to his or her Total Cash

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1. Withholding.The Company will withhold from any Severance Benefit all federal, state, local and other taxes
required to be withheld therefrom and any other required payroll deductions.
2. Administration.The Company is the Administrator of the Plan (within the meaning of section 3(16)(A) of
ERISA). The Plan will be administered and interpreted by the Administrator (in his or her sole discretion). The Administrator is the "named
fiduciary" of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any
decision made or other action taken by the Administrator with respect to

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1. Eligibility to Participate.The Administrator will not be excluded from participating in the Plan if otherwise
eligible, but he or she is not entitled to act or pass upon any matters pertaining specifically to his or her own benefit or eligibility under the Plan.
The chief executive officer of the Company will act upon any matters pertaining specifically to the benefit or eligibility of the Administrator under
the Plan.
2. Amendment or Termination.The Company reserves the right to amend or modify the Plan at any time,
without advance notice to any Covered Employee, including but not limited to the Severance Periods set forth on Exhibit A.Notwithstanding the preceding, no amendment or modification of the Plan shall impair the rights of any Covered Employee, unless mutually
agreed otherwise between the Covered Employee and the Company, which agreement must be in writing and signed by the Covered Employee
and the Company.  The Plan will continue until terminated on at least three months notice; provided, however, if there are any outstanding
Determination Periods or Severance Periods on the date of termination, then the Plan will remain in effect until all Severance Benefits have been
paid with respect to any such Determination Periods and Severance Periods. The Company shall not have the power to terminate the Plan on
less than three months notice without the consent of the affected Covered Employees.
3. Severance Agreements for Certain Covered Employees.  Certain Covered Employees have previously
entered into written severance agreements with the Company prior to December 1, 2004.  Such Covered Employees will not be entitled to
severance benefits under both the Plan and their written agreements.  Within five (5) days of the Covered Employee's Involuntary Termination,
the Covered Employee shall elect whether he or she will receive benefits under the written severance agreement or the Plan.
4. Claims Procedure.Any employee or other person who believes he or she is entitled to any payment under
the Plan may submit a claim in writing to the Administrator or his or her designee.  If the claim is denied (in full or in part), the claimant will
be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based.
The notice will also describe any additional information needed to support the claim. The denial notice will be provided within 90 days after the
claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the
initial 90-day period.
5. Appeal Procedure.If the claimant's claim is denied, the claimant (or his or her authorized representative)
may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the
date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative)
then has the right to review pertinent documents and to submit issues and comments in writing. The Administrator will provide written notice of his
or her decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is

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1. Source of Payments.All Severance Benefits will be paid in cash from the general funds of the Company; no
separate fund will be established under the Plan; and the Plan will have no assets.  No right of any person to receive any payment under the Plan
will be any greater than the right of any other general unsecured creditor of the Company.
2. Inalienability.In no event may any current or former employee of the Company or any of its subsidiaries or
affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be
subject to the claims of creditors nor liable to attachment, execution or other legal process.
3. No Enlargement of Employment Rights.Neither the establishment or maintenance of the Plan, any
amendment of the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to be
continued as an employee of the Company. The Company expressly reserves the right to discharge any of its employees, including Covered
Employees, at any time, with or without cause.
4. Applicable Law and Choice of Forum.The provisions of the Plan will be construed, administered and
enforced in accordance with ERISA and, to the extent applicable, the laws of Canada or the State of New Jersey.  The Covered Employee
agrees that any action brought under the Plan will be brought in the State of New Jersey.
5. Severability.If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will
not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
6. Headings.Headings in this Plan document are for purposes of reference only and will not limit or otherwise
affect the meaning hereof.
7. Indemnification.The Company hereby agrees to indemnify and hold harmless the officers and employees
of the Company, and the members of its boards of directors, from all losses, claims, costs or other liabilities arising from their acts or omissions in
connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will
cover all such liabilities, including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to
the extent that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such
person by the Company by written agreement, by-laws, incorporation documents or state law.
8. Breach and Attorneys' Fees.In the event that a Covered Employee breaches the waiver and release
attached as Exhibit B, to the fullest extent permitted by law (including the Employment Standards Act), the Company shall be entitled to pursue all
legal remedies against the Covered Employee and the Covered Employee shall be liable to the Company for its reasonable attorneys' fees and
costs incurred in pursuing such legal remedies.
9. Representations by the Company.Except as provided in Section 12 above, no employee, officer, director,
or agent of the Company has the authority to alter, vary, modify, or waive the terms and conditions of the Plan.  Except as provided in Section 13
above, no verbal or

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1. Return of Company Property.  All property of the Company, including but not limited to keys, credit cards,
documents, records, office equipment, computers, cell phones, etc., must be returned by the Covered Employee to the Company within five (5)
business days of the Covered Employee's Involuntary Termination in order for the Covered Employee to receive the Severance Benefit.
2. Additional Information.

Plan Name:
NPS Pharmaceuticals, Inc. Change in ControlSeverance Pay PlanPlan Sponsor:
NPS Pharmaceuticals, Inc.
   550 Hills Drive, 3rd Floor
   Bedminster, NJ 07921
   (908) 450-5300Identification Numbers:
EIN: 87-0439579
   PLAN: 501Plan Year:
Calendar yearPlan Administrator:
NPS Pharmaceuticals, Inc.
   Attention: General Counsel

550 Hills Drive, 3rd Floor
   Bedminster, New Jersey  07921
   (908) 450-5300Agent for Service of
                   Legal Process:
NPS Pharmaceuticals, Inc.
   Attention: General Counsel 
   NPS Pharmaceuticals, Inc.
   550 Hills Drive, 3rd Floor
   Bedminster, NJ 07921
   (908) 450-5300
3. Statement of ERISA Rights for U.S. Employees.Under ERISA, Covered Employees have certain rights and
protections:

27.1    You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed
with the U.S. Department of Labor, such as the Plan's annual report (IRS Form 5500). These documents are available for your review in the
Company's Human Resources Department.
27.2    You may obtain copies of all Plan documents and other Plan information upon written request to the Plan
Administrator. A reasonable charge may be made for such copies.

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EXHIBIT A

SEVERANCE PERIOD FOR EACH JOB CLASSIFICATION





































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SEVERANCE PERIOD FOR EACH JOB CLASSIFICATION

1.	Employees in Grades 9-11:  9 Months Total Cash Compensation Target.

2.	Non-Officer Vice Presidents (Tier 5):  12 Months Total Cash Compensation Target.

3.	Officer Level Vice Presidents (Tiers 2-4):  18 Months Total Cash Compensation Target

4.	Chief Executive Officer and Chief Operating Officer:  24 Months Total Cash Compensation Target









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EXHIBIT B

WAIVER AND RELEASE AGREEMENT











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WAIVER AND RELEASE AGREEMENT



1. For good and valuable consideration (as provided in paragraph 2 below), ____________________ (hereinafter the "Employee"),
with the intention of binding himself or herself and his or her heirs, executors, administrators and assigns, does hereby release NPS
Pharmaceuticals, Inc. and its affiliates and subsidiaries and their affiliated companies, divisions, subsidiaries, successors, predecessors and
assigns, and their respective present and former officers, directors, executives, agents, attorneys and employees (collectively the
"Released Parties"), of and from any and all claims, actions, causes of action, demands, attorneys' fees and liabilities of whatever
kind or nature in law, equity or otherwise, whether now known or unknown, federal or state, which the Employee, individually or as a member of a
class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party arising out of or in any way
connected with the Employee's employment relationship with the Released Parties, or the termination thereof, up to the date of this Waiver and
Release Agreement ("Release").  Such claims include without limitation, any claims for severance or vacation or other benefits,
unpaid wages, salary or incentive payment, breach of contract, wrongful discharge, or employment discrimination under any applicable federal,
state or local statute, provision, order or regulation including, but not limited to, any claim under the Age Discrimination in Employment Act
("ADEA").  The Employee specifically waives any and all claims for back pay, front pay, or any other form of compensation, except as
set forth herein.
2. In reliance on the releases and agreements set forth herein and pursuant to the NPS Pharmaceuticals, Inc. Change in Control Severance
Pay Plan ("Plan"), the Employee shall receive the gross amount of
______________________________________________ ($__________), less applicable federal and state withholding taxes, in
accordance with Section 8.1.1 of the Plan.  The Employee acknowledges that he or she would not be entitled to the total amount provided herein
without signing this Release.
3. The Employee acknowledges and agrees that neither the Plan nor this Release is to be construed in any way as an admission of any liability
whatsoever by any Released Party under any federal or state statute or the principles of common law, any such liability having been expressly
denied.
4. The Employee acknowledges and agrees that he or she has not, with respect to any transaction or state of facts existing prior to the date of
execution of this Release, filed any complaints, charges or lawsuits against any of the Released Parties with any governmental agency or any
court or tribunal, and that he or she will not do so at any time hereafter.  The parties to this Release understand that the Employee does not
waive any rights or claims that may arise after the date that this Release is executed.

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1. The Employee acknowledges and agrees that it continues to be bound by the confidentiality provisions of the Employee Agreement
Concerning Invention Assignment, Non-Disclosure and Non-Competition.
2. In the event that the Employee breaches this Release, to the fullest extent permitted by law (including the
Employment Standards Act), the Company shall be entitled to pursue all legal remedies against the Employee and the Employee shall be liable
to the Company for its reasonable attorneys' fees and costs incurred in pursuing such legal remedies.
3. The Employee acknowledges that he or she has forty-five (45) days, commencing on the first day after his or her Separation from
Service with the Company, to sign this Release (the "Release Period"), and that, if signed and not subsequently revoked, this Release
becomes effective and enforceable on the first business day after the Release Period.
4. The Employee further declares and represents that he or she has carefully read and fully understands the terms of this Release and
the Plan, that he or she has been given not less than forty-five (45) days, commencing on the date of the Employee's Separation from Service, to
consider this Release and, if applicable, the statistical data provided to him or her, that he or she has been advised to seek, and has had the
opportunity to seek, the advice and assistance of counsel with regard to this Release and the terms of the Plan, and that he or she knowingly and
voluntarily, of his or her own free will, without any duress, being fully informed and after due deliberate thought and action, accepts the terms of
and signs this Release as his or her own free act. In addition, once an Employee has filed this Release, he or she shall be given an additional
period of seven days during which he or she may revoke the executed Release, even if this has the effect of extending the seven-day revocation
period beyond the above-referenced 45-day period.
5. The Employee acknowledges and understands that he or she may revoke a signed Release at any time within the
Release Period by sending a written notice of revocation to General Counsel, NPS Pharmaceuticals, Inc., 550 Hills Drive, 3rd
Floor,Bedminster, NJ 07921 New Jersey 07054.  The Employee further understands that if he or she revokes this Release, it shall not be
effective or enforceable and he or she will not receive any payments or other benefits provided for in the Plan.  A signed and unrevoked Release
shall not become effective or enforceable until the Release Period has expired, but shall be final and binding on the next day after the last day of
the Release Period.

DATED this ____ day of ______, 200__.

_______________________________________
   [Employee]

The foregoing instrument was acknowledged before me this ____ day of _____, 200__, by [Employee].

_______________________________________
                   NOTARY PUBLIC
                   Residing at: _______________________

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