EX-10.31 7 exh10-31.htm SEPARATION AGREEMENT DATED DECEMBER 7, 2007 BY AND BETWEEN NPS PHARMACEUTICALS, INC. AND VAL R. ANTCZAK 10-K 2007 Exhibit 10.31

Exhibit 10.31

NPS PHARMACEUTICALS, INC.
SEPARATION AND RELEASE OF CLAIMS AGREEMENT

This Separation and Release of Claims Agreement ("Agreement") documents the agreement between you, Val Antczak, and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates ("NPS") concerning the termination of your status as an employee of NPS effective December 7, 2007.

RECITALS

  1. You have been employed by NPS. Your employment is being terminated as part of the NPS March 2007 workforce reduction. Your last day of employment is December 7, 2007.
  2. You and NPS desire to resolve any and all disputes that may exist relating to your employment with NPS and the termination of that employment relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties mutually agree as follows:

  1. Effective Date. This Agreement is effective on the eighth (8th) day following your signing this Agreement, provided that you do not revoke your execution of this Agreement as provided in Paragraph 16 below.
  2. Severance Benefits. In reliance on the releases and agreements set forth in this Agreement, NPS will provide to you the following severance benefits upon the expiration of the revocation period described in Paragraph 16 below and the unrevoked signing of this Agreement by you.
    1. You will receive 78 weeks of standard severance in the gross amount of $411,642 (Four hundred eleven thousand six hundred forty two dollars) from which normal payroll withholdings will be made.
    2. You will receive the benefits to which you are entitled from the 2006 Executive Team Retention Plan benefit (14,413 RSUs with the restriction lifted), available to you 30 days after your termination. Before this stock can be accelerated and available to you in your E*Trade account, taxes must be paid to NPS. Mr. Jeff Brodsky will contact you with the amount of taxes owing, based on the closing price of the NPS Common Stock on the 30th day following your termination date.
    3. NPS will pay for your COBRA coverage through the end of the month in which your standard severance ends. Thereafter, you may continue COBRA coverage by paying the entire premium for the remaining period of your COBRA eligibility.
    4. You have been given a letter describing your 401K Plan, Section 125 Cafeteria Plan, Personal Time Off ("PTO"), and, if applicable, Stock Purchase Plan benefits. This letter also explains the effect of the termination of your employment on the group life insurance

      policy on your life and your short-term and long term disability insurance. You will receive the benefits described in this subparagraph (d) regardless of whether you sign this Agreement.

    1. As of the close of business on your termination date all vesting of your stock options will cease, and you will have ninety (90) days to exercise any vested stock options, and all unvested options will immediately expire. Vested options not exercised prior to their expiration date will be forfeited.
    2. Additionally, you may be entitled to receive benefits under the Executive Team 2007 Restructuring Incentive Target Program, if the Board of Directors determines that the goals under that Program have been achieved pursuant to the terms of that Program.

  1. Consideration Period. You acknowledge that you have been given forty-five (45)days from receipt of this Agreement, which includes NPS's ADEA Section 7(f)(1)(H) Disclosure Statement attached as Exhibit A, in which to consider and consult with an attorney regarding this Agreement. You acknowledge that you have had an adequate amount of time in which to consult with any person of your choice about this Agreement prior to signing it.
  2. Waiver of Consideration Period. You may waive the 45-day consideration period by executing the Waiver of 45-Day Period Under Separation and Release of Claims Agreement, which is attached as Exhibit B.
  3. Release by Employee. As a material inducement to NPS to enter into this Agreement and in consideration for the payment of the amount set forth in this Agreement, you, for yourself and for all persons claiming by, through, or under you, hereby absolutely, irrevocably, completely and unconditionally release and discharge NPS and each of NPS's subsidiaries, affiliates, successors, assigns, agents, directors, officers, employees, representatives, attorneys and all persons acting by, through, under or in concert with any of them ("Releasees") of and from any and all claims, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorney's fees, expenses, liens, future rights, and causes of action of every kind and nature whatsoever based on or in any way arising out of events or omissions occurring prior to the effective date of this Agreement ("Claims"). The Claims from which you are releasing Releasees herein include, without limitation, breach of implied or express contract, breach of implied covenant of good faith and fair dealing, libel, slander, wrongful discharge or termination, infliction of emotional distress, discrimination and any other claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans With Disabilities Act, the Utah Antidiscrimination Act, the New Jersey Law Against Discrimination, the Worker Adjustment and Retraining Notification Act (WARN Act), the Employee Retirement Income Security Act (ERISA), and all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of discrimination, claims growing out of any legal restrictions on NPS's right to terminate its employees, and all other claims arising in any way out of your employment relationship with NPS or the termination of that relationship, whether now known or unknown, suspected or unsuspected, including future rights, based upon or in any way arising out of events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as set forth herein.

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    You hereby waive any right to recover damages, costs, attorneys' fees, and any other relief in any proceeding or action brought against NPS by any other party, including without limitation the Equal Employment Opportunity Commission, the Utah Antidiscrimination and Labor Division, the New Jersey Division of Civil Rights, or other administrative agency asserting any claim, charge, demand, grievance, or cause of action related to your employment relationship with NPS or the termination of that relationship.

    You are not waiving your rights, if any, to unemployment insurance benefits or workers' compensation benefits. You further do not waive any rights you may have under the terms of NPS's pension or other NPS employee benefit plans. You also do not waive any claims or rights under the Age Discrimination in Employment Act which may arise from events occurring after the date of this Agreement.

  1. Representations Regarding Claims. You represent that you have not previously assigned or transferred, or attempted to assign or transfer, to any third party, any of the Claims waived and released herein. You represent that you have not filed any claim, complaint, charge or lawsuit against NPS or any other Releasee with any governmental agency or any state or federal court, and agree not to file any lawsuit at any time hereafter concerning your employment relationship with NPS or the termination of that relationship.
  2. Additional Consideration. You acknowledge that the severance benefits provided to you pursuant to this Agreement are in addition to any sums or payments to which you would be entitled without signing this Agreement.
  3. Confidential Information and Company Property. You are reminded of the terms of the Non-Disclosure and Non-Competition Agreement which you signed as part of the terms of your employment with NPS and which continues in effect after the termination of your employment. Under that agreement, you are required to protect and not disclose any information regarding NPS's proprietary intellectual property, its financial condition, terms of its business relations, and all other Confidential Information as defined in that agreement. Anything you produced as an employee for NPS is the property of NPS. You are obligated to leave with or return to NPS any such documents whether tangible property or in electronic form belonging to NPS including, but not limited to, documents or tangible property which may contain or reflect confidential information or trade secrets of NPS. Such confidential information and trade secrets may include scientific data, proprietary ideas, financial information, knowledge of specific business dealings or practices, employee information obtained while performing your duties, or other matters which NPS attempts to maintain as confidential in the course of its business. By signing this Agreement, you certify that you have returned all property of NPS.
  4. Legal Fees. NPS will be entitled to recover from you all reasonable legal fees and costs incurred in the event that you file a lawsuit against NPS or any Releasee concerning any of the Claims released herein or otherwise breach this Agreement.
  5. Entire Agreement. This Agreement contains the entire agreement and understanding of NPS and you concerning the subject matter hereof and this Agreement replaces all prior agreements, whether written or oral. You acknowledge that NPS has not made any representations whatsoever not contained in this Agreement to induce you to execute this Agreement and you are not relying on any such representations in signing this Agreement.

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  1. Governing Law. This Agreement will be construed, enforced and governed in all respects by the laws of the State of Utah and applicable federal law. Any legal action regarding this Agreement may be initiated or maintained only in a state or federal court in Utah.
  2. Provisions Severable. The provisions of this Agreement are severable. Should any provision of this Agreement be void, voidable, or unenforceable under any applicable law, such provision will not affect or invalidate any other provision of this Agreement.
  3. Employee Acknowledgement. You acknowledge that you have read this Agreement carefully and fully understand this Agreement. You acknowledge that you have executed this Agreement voluntarily and that you are knowingly and voluntarily releasing and waiving all Claims you may have against NPS. You acknowledge that NPS has advised you to consult with an attorney of your choice prior to signing this Agreement.
  4. Non-Disparagement. You will not disparage or criticize, orally, in writing, by e-mail, on the Internet, or through any other medium, NPS, its directors, officers, executives, management, employees, or operations to any third person or entity.
  5. Confidentiality. You agree that you and your agents and representatives will keep this Agreement, including its terms, strictly confidential, and you promise that you will not disclose, either directly or indirectly, any information concerning this Agreement to anyone, except that:
    1. You may disclose this Agreement to your spouse or domestic partner and your legal, financial and tax advisors as may be necessary for the rendition of professional services, each of whom must agree to be bound by the terms of this confidentiality provision; and
    2. You may disclose this Agreement to the extent required by law, or in an action to enforce this Agreement or arising from the breach of alleged breach of this Agreement.

  6. Revocation Period. You have seven (7) days from the date on which you sign this Agreement to revoke this Agreement by providing written notice (by fax, mail, or hand delivery) of your revocation to:

Jeff Brodsky
Director, Human Resources
NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, New Jersey 07921
Fax: 908-450-5351

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    Your revocation, to be effective, must be received by the above-named person by the end of the seventh day after you sign this Agreement. This Agreement becomes effective on the eighth day after you sign this Agreement, providing that you have not revoked this Agreement as provided above.

 

 

_____________________________________
Val Antczak

Date: __________________________

 

NPS Pharmaceuticals, Inc.

 

By: _____________________________________
Andrew Rackear
Its: SVP, Legal Affairs & General Counsel

Date: _______________________

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EXHIBIT A
ADEA SECTION 7(f)(1)(H) DISCLOSURE STATEMENT

In connection with NPS Pharmaceuticals, Inc.'s ("Company") March 2007 workforce reduction program, you are being provided with information regarding (i) any class, unit or group of individuals covered by the program, and any time limits applicable to the program and (ii) the job title and ages of all individuals selected for the program. Selected employees are employees of Company. Only employees who are being terminated in the Company's March 2007 workforce reduction are selected for the program. Employees who have been selected for termination are being offered consideration for signing a Separation and Release of Claims Agreement, a copy of which is being provided to you with this Disclosure Statement. In order to be entitled to severance pay under the program, you must sign and return the Separation and Release of Claims Agreement to Jeff Brodsky, Director, Human Resources, within forty-five (45) days after you receive it. Once the signed Separation and Release of Claims Agreement is returned, you will have seven (7) days within which to revoke it.

Attached is a listing of the job titles, selection factors, and ages of employees who were and were not selected for termination and the offer of consideration for signing a Separation and Release of Claims Agreement.

Location

Title

Age

DepartmentName

Type

Selection Factor

NJ

Drug Safety Systems Coord (P)

52

025 - Clnicl Drg Sfty/Phrm

Leaver

Job Eliminated

NJ

Sr. Contracts/Outsourcing Mgr.

53

045 - Contracts & Outsourcing

Leaver

# of posts reduced/emp. ranked lower

NJ

Director, Market Research

55

071 - Market Research

Leaver

Job Eliminated

NJ

Assoc. Director, Sys. Valid.

47

082 - Computer Resources

Leaver

Job Eliminated

NJ

Admin. Associate IV (P)

38

074 - Product Management

Leaver

Job Eliminated

NJ

System Architect, Sales & Mark

32

082 - Computer Resources

Leaver

Job Eliminated

NJ

Contracts and Outsourcing Spec

49

045 - Contracts & Outsourcing

Leaver

Job Eliminated

NJ

Manager, Financial Planning

34

080 - Accounting & Finance

Leaver

Job Eliminated

NJ

Receptionist II (P)

30

084 - Physical Facilities

Leaver

Job Eliminated

NJ

Project Management Coordinator

28

020 - Project Management

Leaver

Job Eliminated

NJ

Assoc. Director, Prof. Ed.

51

039 - Medical Communications

Leaver

Job Eliminated

NJ

Clinical Project Assistant

43

030 - Clinical Operations

Leaver

Job Eliminated

NJ

Sr. Market Research Analyst

29

071 - Market Research

Leaver

Job Eliminated

NJ

Manager, Regulatory Operations

60

053 - Regulatory Operations

Leaver

Job Eliminated

NJ

Sr. Clinical Research Sci. I

38

030 - Clinical Operations

Leaver

Job Eliminated

NJ

VP, Medical Affairs

44

035 - Medical Affairs

Leaver

Job Eliminated

NJ

Assoc. Director, Data Mgmt.

32

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

Assoc. Director, Statistics

39

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

Sr. Human Resources Generalist

32

070 - Human Resources

Leaver

Job Eliminated

NJ

Document/QC Specialist

47

027 - Medical Writing

Leaver

Job Eliminated

NJ

Director, Regulatory Affairs

52

032 - Regulatory Affairs

Leaver

Job Eliminated

NJ

Director, Info. Sys. Architect

50

082 - Computer Resources

Leaver

Job Eliminated

NJ

Coordinator, Prof. Ed.

37

035 - Medical Affairs

Leaver

Job Eliminated

NJ

Director, Data Management

45

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

Biometrics Specialist

32

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

Reg Operations Specialist

27

053 - Regulatory Operations

Leaver

Job Eliminated

NJ

Assoc. Director, Stats. Prog.

41

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

Supervisor, Office Services

46

084 - Physical Facilities

Leaver

Job Eliminated

NJ

Manager, Medical Writing

37

027 - Medical Writing

Leaver

Job Eliminated

NJ

Director, Biostatistics

53

031 - Statistics Data Mgmt

Leaver

Job Eliminated

6


NJ

Assoc. Director, Data Mgmt.

45

031 - Statistics Data Mgmt

Leaver

Job Eliminated

NJ

VP, Information Technology

46

082 - Computer Resources

Leaver

Job Eliminated

NJ

Assoc. Dir, Drug Safety & PVG

36

025 - Clnicl Drg Sfty/Phrm

Leaver

Job Eliminated

NJ

VP, Clinical Development

47

033 - Clinical Research

Leaver

Job Eliminated

NJ

Manager, GCP

30

036 - Quality Assurance

Leaver

Job Eliminated

NJ

Sr. Director, Drug Saf. & PVG

47

025 - Clnicl Drg Sfty/Phrm

Leaver

Job Eliminated

NJ

Assoc. Director, Program Mgmt.

42

020 - Project Management

Leaver

Job Eliminated

NJ

Medical Director, GI

45

033 - Clinical Research

Leaver

Job Eliminated

NJ

Sr. Manager, Regulatory Ops

47

053 - Regulatory Operations

Leaver

Job Eliminated

NJ

Helpdesk Technician (P)

36

082 - Computer Resources

Leaver

Job Eliminated

NJ

Clinical Research Scientist II

49

030 - Clinical Operations

Leaver

Job Eliminated

NJ

Director, Fin, Plan and Analay

39

080 - Accounting & Finance

Stay

 

NJ

Director, Human Resources

34

070 - Human Resources

Stay

 

NJ

Director, Regulatory Liaison

44

032 - Regulatory Affairs

Stay

 

NJ

Executive Assistant (P)

47

032 - Regulatory Affairs

Stay

 

NJ

Executive Assistant

39

029 - Med and Commercial Adm

Stay

 

NJ

Sr. Contracts/Outsourcing Mgr.

32

045 - Contracts & Outsourcing

Stay

 

NJ

Business Development Spec.

50

061 - Corporate Development

Stay

 

NJ

Director, Contracts and Outsou

52

045 - Contracts & Outsourcing

Stay

 

NJ

Assoc. Director, Resource Mgmt

34

030 - Clinical Operations

Stay

 

NJ

Sr. Director Regulatory Ops

47

053 - Regulatory Operations

Stay

 

NJ

Sr. Director, Medical Affairs

58

035 - Medical Affairs

Stay

 

NJ

Executive Assistant (CEO)

53

090 - CEO

Stay

 

NJ

VP, Commericial Operations

50

074 - Product Management

Stay

 

NJ

Executive Assistant

52

060 - Business Development

Stay

 

NJ

Director, Clinical Operations

51

030 - Clinical Operations

Stay

 

NJ

VP, Alliance Management

49

061 - Corporate Development

Stay

 

SL

Director, Corporate Strategy

35

060 - Business Development

Leaver

Job Eliminated

SL

Research Associate II

31

007 - Screening

Leaver

Job Eliminated

SL

Research Associate I

28

013 - Tissue Culture

Leaver

Job Eliminated

SL

Research Associate III

41

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Scientist I

31

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Research Associate II

25

013 - Tissue Culture

Leaver

Job Eliminated

SL

Research Info. Spec. II (S)

45

083 - Library

Leaver

Job Eliminated

SL

Scientist III

47

001 - SLC Biology

Leaver

Job Eliminated

SL

Paralegal, Intellectual Prop.

39

052 - Patents

Leaver

Job Eliminated

SL

Scientist III

47

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Research Associate II

27

013 - Tissue Culture

Leaver

Job Eliminated

SL

Research Associate III

51

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Research Associate II

29

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Facility Manager

59

084 - Physical Facilities

Leaver

Job Eliminated

SL

Discovery Research Analyst

35

082 - Computer Resources

Leaver

Job Eliminated

SL

Research Associate II

32

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Manager, In Vivo Core Group

52

001 - SLC Biology

Leaver

Job Eliminated

SL

Manager, Animal Facilities

48

001 - SLC Biology

Leaver

Job Eliminated

SL

VP, Corp. Law & Assoc. GC

46

050 - Legal

Leaver

Job Eliminated

SL

Manager, Res Inf Services (S)

37

083 - Library

Leaver

Job Eliminated

SL

Admin. Associate IV (S)

38

050 - Legal

Leaver

Job Eliminated

SL

Intellectual Property Counsel

32

052 - Patents

Leaver

Job Eliminated

SL

Records Specialist

51

030 - Clinical Operations

Leaver

Job Eliminated

SL

Scientist V

56

001 - SLC Biology

Leaver

Job Eliminated

SL

Receptionist (S)

37

084 - Physical Facilities

Leaver

Job Eliminated

SL

Scientist I

48

001 - SLC Biology

Leaver

Job Eliminated

SL

Corporate Safety Manager

40

084 - Physical Facilities

Leaver

Job Eliminated

SL

Network Systems Administrator

57

082 - Computer Resources

Leaver

Job Eliminated

SL

Helpdesk Technician

23

082 - Computer Resources

Leaver

Job Eliminated

SL

IT Support Specialist (S)

33

082 - Computer Resources

Leaver

Job Eliminated

SL

Investor Relations Specialist

54

062 - Investor Relations

Leaver

Job Eliminated

SL

HR Associate

35

070 - Human Resources

Leaver

Job Eliminated

SL

Laboratory Glass Washer (Lab)

50

084 - Physical Facilities

Leaver

Job Eliminated

7


SL

Research Associate IV

33

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Research Associate IV

31

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Scientist III

44

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Executive Assistant

41

010 - Research Administration

Leaver

Job Eliminated

SL

Hardware Support Technician

32

082 - Computer Resources

Leaver

Job Eliminated

SL

Scientist IV

45

001 - SLC Biology

Leaver

Job Eliminated

SL

Research Associate IV

36

007 - Screening

Leaver

Job Eliminated

SL

Sr. Manager, Tissue Culture

44

013 - Tissue Culture

Leaver

Job Eliminated

SL

Research Associate I

23

007 - Screening

Leaver

Job Eliminated

SL

Scientist II

51

003 - TOR Chemistry

Leaver

Job Eliminated

SL

Sr. Director, Corp. Strategy

36

060 - Business Development

Leaver

Job Eliminated

SL

Admin. Associate III (S)

26

084 - Physical Facilities

Leaver

Job Eliminated

SL

Sr. Systems Administrator

38

082 - Computer Resources

Leaver

Job Eliminated

SL

Systems Analyst (S)

35

082 - Computer Resources

Leaver

Job Eliminated

SL

Sr. Systems Architect

39

082 - Computer Resources

Leaver

Job Eliminated

SL

Admin. Associate IV (S)

36

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Payroll Specialist

35

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Accounts Payable Specialist

60

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Manager, Accounts Payable

36

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Sr. Accountant, Comp/Fin. Anl.

37

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Scientist I

35

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Human Resources Generalist II

28

070 - Human Resources

Leaver

Job Eliminated

SL

Assistant Controller

42

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Paralegal, Corp. & Securities

40

050 - Legal

Leaver

Job Eliminated

SL

Corporate Counsel

31

050 - Legal

Leaver

Job Eliminated

SL

Chief Patent Counsel

44

052 - Patents

Leaver

Job Eliminated

SL

Admin. Associate III (S)

26

052 - Patents

Leaver

Job Eliminated

SL

Sr. Facilities Technician

36

084 - Physical Facilities

Leaver

Job Eliminated

SL

Sr. Director, Admin. Services

46

084 - Physical Facilities

Leaver

Job Eliminated

SL

Sr. Network and Sec. Arch II

37

082 - Computer Resources

Leaver

Job Eliminated

SL

Corporate Controller

39

080 - Accounting & Finance

Leaver

Job Eliminated

SL

Document Management Specialist

27

026 - Preclinical Safety

Leaver

Job Eliminated

SL

Records Management Specialist

45

030 - Clinical Operations

Leaver

Job Eliminated

SL

Sr. Director, Safety Assess.

51

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Sr. Director, Pre-Clinical SA

47

026 - Preclinical Safety

Leaver

Job Eliminated

SL

Sr. Clinical Pharmacokineticis

33

028 - Drug Metabolism (DMPK)

Leaver

Job Eliminated

SL

Scientist V

48

001 - SLC Biology

Stay

 

8


EXHIBIT B

WAIVER OF 45-DAY PERIOD UNDER SEPARATION and release of claims AGREEMENT

This Waiver of 45-Day Period Under Separation and Release of Claims Agreement ("Waiver") is executed by Val Antczak on this _____ date of _______, 2007.

RECITALS

1. You have received the Separation and Release of Claims Agreement ("Agreement") with NPS Pharmaceuticals, Inc. ("NPS" or "the Company"), which will be effective December 7, 2007.

2. Your status as an employee of the Company will be terminated as part of the NPS March 2007 workforce reduction. You last day of employment is December 7, 2007

3. Under the Agreement, you will receive certain severance benefits which you would not otherwise be entitled to receive from NPS.

4. In consideration of receipt of such severance benefits, you will release all of your claims against the Company in connection with your employment relationship with NPS and the termination of that relationship pursuant to Paragraph 5 of the Agreement, including any claims under the Age Discrimination in Employment Act and the Older Workers' Benefit Protection Act.

5. Pursuant to Paragraph 3 of the Agreement, you have been given forty-five (45) days from receipt of the Agreement in which to consider and consult with an attorney regarding the Agreement.

6. You desire to waive this forty-five (45) day period.

WAIVER

Based on the foregoing Recitals, and on the mutual covenants contained herein, you agree as follows:

1. Effective Date of Waiver. This Waiver is effective on the date that it is executed by you.

2. Revocation Period. You may revoke this Waiver within seven (7) days of execution of this Waiver. This Waiver shall become effective on the eighth (8TH) day following your signing of the Waiver.

3. Exercise of Right of Revocation. To revoke this Waiver, you must provide written notice (by fax, mail, or hand delivery) of your revocation to:

9


Jeff Brodsky
Director, Human Resources
NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, New Jersey 07921
Fax: 908-450-5351

Your revocation, to be effective, must be received by Jeff Brodsky by the end of the seventh (7th) day after you sign this Waiver.

________________________________
Name: Val Antczak

Date: ___________________________

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