S-8

As filed with the Securities and Exchange Commission on March 1, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Savient Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-3033811
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Tower Center East Brunswick, NJ	08816
(Address of Principal Executive Offices)	(Zip Code)

Inducement Stock Option Award

(Full Title of the Plan)

Philip K. Yachmetz, Esq.

Savient Pharmaceuticals, Inc.

One Tower Center, 14th Floor

East Brunswick, New Jersey 08816

(Name and Address of Agent For Service)

(732) 418-9300

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	250,000 shares(2)	$9.23(3)	$2,307,500(3)	$268.00

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of 250,000 shares issuable upon exercise of a stock option granted to John H. Johnson, Chief Executive Officer of the registrant, on January 31, 2011 as an employment inducement award in connection with the commencement of Mr. Johnson’s employment with the registrant.

(3) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based upon the exercise price of the stock option.

EXPLANATORY NOTE

This registration statement on Form S-8 is filed to register a total of 250,000 shares of common stock of the registrant for future issuance upon exercise of a stock option granted to John H. Johnson, Chief Executive Officer of the registrant, on January 31, 2011 as an inducement material to his entering employment with the registrant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

(a) The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

(c) The description of the securities contained in the registrant’s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. A corporation may, in advance of the final disposition of any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys’ fees) incurred by any officer, director, employee or agent in defending such action, provided that the director or officer undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. A corporation may indemnify such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses (including attorneys’ fees) which he actually and reasonably incurred in connection therewith. The indemnification provided is not deemed to be exclusive of any other rights to which an officer or director may be entitled under any corporation’s by-law, agreement, vote or otherwise.

In accordance with Section 145 of the DGCL, Article VI of the registrant’s By-laws provides that the registrant shall indemnify each person who is or was a director, officer, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action suit or proceeding; PROVIDED, HOWEVER, that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the registrant and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification provided by the registrant’s By-laws is not exclusive of any other rights to which any of those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. Expenses (including attorneys’ fees) incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the registrant in advance of the final disposition upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the registrant.

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The registrant maintains a general liability insurance policy that covers certain liabilities of directors and officers of the registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

Item 9. Undertakings.

1. Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to

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the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in East Brunswick, New Jersey, on this 1st day of March, 2011.

SAVIENT PHARMACEUTICALS, INC.
By:	/s/ Philip K. Yachmetz
	Philip K. Yachmetz, Esq. Senior Vice President and General Counsel

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Savient Pharmaceuticals, Inc., hereby severally constitute and appoint John H. Johnson, Philip K. Yachmetz and David G. Gionco, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Savient Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John H. Johnson John H. Johnson	Director, Chief Executive Officer (Principal Executive Officer)	March 1, 2011
/s/ David G. Gionco David G. Gionco	Group Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 1, 2011
/s/ Herbert Conrad Herbert Conrad	Director	February 28, 2011
/s/ Ginger D. Constantine Ginger D. Constantine	Director	February 28, 2011

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/s/ Alan L. Heller Alan L. Heller	Director	February 28, 2011
/s/ Stephen O. Jaeger Stephen O. Jaeger	Director	February 28, 2011
/s/ Joseph Klein III Joseph Klein III	Director	February 28, 2011
/s/ Lee S. Simon, M.D. Lee S. Simon, M.D.	Director	February 28, 2011
/s/ Virgil Thompson Virgil Thompson	Director	February 28, 2011

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INDEX TO EXHIBITS

Number	Description
4.1(1)	Certificate of Incorporation of the Registrant, as amended
4.2(2)	By-Laws of the Registrant, as amended
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr, LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr, LLP (included in Exhibit 5.1)
23.2	Consent of McGladrey & Pullen LLP
24.1	Power of attorney (included on the signature pages of this registration statement)
99.1	Non-Qualified Stock Option Agreement between the Registrant and John H. Johnson

(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-3 (Registration No. 333-146257) filed on September 24, 2007.

(2) Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 9, 1998 (File No. 0-15313).

EX-5.1

Exhibit 5.1

March 1, 2011

Savient Pharmaceuticals, Inc.

One Tower Center, 14th Floor

East Brunswick,

New Jersey 08816

Re:    Inducement Stock Option Grant for John H. Johnson

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 250,000 shares of common stock, $0.01 par value per share (the “Shares”), of Savient Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable pursuant to a stock option agreement between the Company and John H. Johnson, Chief Executive Officer of the registrant, which was entered into in connection with the commencement of Mr. Johnson’s employment with the registrant (the “Option Agreement”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings and actions of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Option Agreement, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Savient Pharmaceuticals, Inc.

March 1, 2011

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Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Option Agreement, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Graham Robinson
	Graham Robinson, a Partner

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Savient Pharmaceuticals, Inc. of our report dated March 1, 2011 relating to our audits of the consolidated financial statements, the financial statement schedules and internal control over financial reporting, which appears in the Annual Report on Form 10-K of Savient Pharmaceuticals, Inc. for the year ended December 31, 2010.

/s/ McGladrey & Pullen LLP

New York, New York

March 1, 2011

EX-99.1

Exhibit 99.1

STOCK OPTION AGREEMENT

(Non-Qualified Stock Option to Employee)

NON-QUALIFIED STOCK OPTION AGREEMENT made as of January 31, 2011, between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and John H. Johnson, an employee of the Company or of a subsidiary of the Company (the “Optionee”).

1. Grant of Option. The Company hereby grants to the Optionee a non-qualified stock option to purchase all or any part of an aggregate of 250,000 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 6) on the terms and conditions hereinafter set forth (the “Option”).

2. Purchase Price. The purchase price of the shares of Common Stock issuable upon exercise of the Option (the “Option Price”) shall be $9.23 per share, which is not less than one hundred percent (100%) of the fair market value per share of Common Stock on the date hereof. Payment shall be made in cash, by certified check or in shares of Common Stock in the manner prescribed in Paragraph 7 hereof.

3. Term of Option; Vesting Schedule.

(a) Unless earlier terminated as provided in Paragraph 5, this Option shall expire at 5:00 p.m., Eastern time, on January 30, 2021 (the “Final Exercise Date”).

(b) This Option shall vest and become exercisable upon the satisfaction of the performance conditions (which will provide for the opportunity to achieve vesting for all prior periods if the performance condition for an earlier year is not achieved) to be agreed by the Optionee and the Board of Directors of the Company (the “Board”). In the event that any such performance condition is not met by the specified date for achieving such performance condition (if any), the portion of this Option subject to such performance condition shall remain outstanding and shall vest (subject to the Optionee’s continued employment by the Company) upon the earlier of (i) the fourth anniversary of the date of grant or (ii) a Change in Control (as defined in Paragraph 5).

(c) The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under Paragraph 5.

4. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution to the extent provided in Paragraph 5, and the Option may be exercised, during the lifetime of the Optionee, only by him. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the

levy of any execution, attachment, or similar process upon the Option, shall be null and void and without effect; provided, however, that if the Optionee shall die while in the employ of the Company or any subsidiary, his estate, personal representative, or beneficiary shall have the right to exercise the Option to the extent provided in Paragraph 5.

5. Termination of Option.

(a) As used in this Paragraph 5 and elsewhere in this Agreement, the following terms shall be construed to have the meanings set forth or referenced below:

(1) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(2) “Cause” means:

A. The Optionee has materially breached any of the terms of this Agreement and failed to correct such breach within 15 days after written notice thereof from the Company;

B. The Optionee has been convicted of a criminal offense involving a felony giving rise to a sentence of imprisonment;

C. The Optionee has breached a fiduciary trust for the purpose of gaining a personal profit, including, without limitation, embezzlement; or

D. Despite adequate warnings, the Optionee has intentionally and willfully failed to perform reasonably assigned duties within the normal and customary scope of the Position.

(3) A “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions is satisfied, provided, in each case, that such event constitutes a “Change of Control Event” within the meaning of Treasury Regulation 1.409A-3(i)(5)(i):

A. Any consolidation or merger in which the Company is not the continuing or surviving entity or pursuant to which shares of the Common Stock would be converted into cash, securities, or other property, other than (i) a merger of the Company in which the holders of the Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) a consolidation or merger which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (by being converted into voting securities of the continuing or surviving entity) more than 50% of the combined voting power of the voting securities of the continuing or surviving entity immediately after such consolidation or merger and which would result in the members of the Board immediately prior to such consolidation or merger (including for this purpose any individuals whose election or nomination for election was approved by a vote of at least

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two-thirds of such members) constituting a majority of the Board (or equivalent governing body) of the continuing or surviving entity immediately after such consolidation or merger;

B. Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the Company’s assets;

C. The Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company;

D. Any Person has become the Beneficial Owner of 35% or more of the Common Stock other than pursuant to a plan or arrangement entered into between such Person and the Company; or

E. During any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority of the Board unless the election or nomination for election by the Company’s stockholders of each new director was approved by a vote of at lest two-thirds of the directors then still in office who were directors at the beginning of the period.

(4) “Common Stock” means the common stock, $0.01 par value per share, of the Company.

(5) “Compensation Committee” means the Compensation and Human Resources Committee of the Board, or the committee appointed by the Board to perform the functions of such committee, or if no such committee exists, the Board.

(6) “Disability” has the meaning ascribed to such term in the Company’s long-term disability plan, or in any successor to such plan.

(7) “Effective Date of Termination” means the date on which a termination of the Optionee’s employment occurs.

(8) “Employment Agreement” means the Employment Agreement, effective as of January 24, 2011, by and between the Company and the Optionee.

(9) “Good Reason” shall mean, without the Optionee’s express written consent, the occurrence of any one or more of the following:

A. A reduction of the salary of record paid to the Optionee as annual salary, pursuant to the Employment Agreement, excluding amounts received under incentive or other bonus plans, whether or not deferred;

B. A failure to maintain the Optionee’s amount of benefits under or relative level of eligibility for participation in the Company’s employee benefit or retirement plans, policies, practices, or arrangements in which the Optionee participates as of the effective date of the Employment Agreement, including any perquisite program; provided, however, that any such change that applies consistently to all executive officers of

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the Company or is required by applicable law shall be deemed not to constitute Good Reason;

C. A failure to require any Successor Company to assume and agree to perform the Company’s obligations hereunder;

D. Requiring the Optionee to be based at a location that requires the Optionee to travel more than an additional 35 miles per day;

E. Requiring the Optionee to report to a position which is at a lower level than the highest level to which the Optionee reported within the six months prior to the Change in Control;

F. Demoting the Optionee to a level lower than the Optionee’s level in the Company as of the effective date of the Employment Agreement;

G. The Company’s failure to extend the term of the Employment Agreement pursuant to the terms thereof (if the Agreement would expire unless the term of the Employment Agreement is extended within such period), as evidenced by a Notice of Termination delivered by the Company to the Optionee; or

H. A material breach of any material provision of the Employment Agreement by the Company or a Successor Company which is not cured within 30 days of receiving a written notice from the Optionee with such notice explaining in reasonable detail the facts and circumstances claimed to provide a basis for the Optionee’s claim.

(10) “Notice of Termination” means a written notice indicating the specific termination provision in the Employment Agreement relied upon, and that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Optionee’s employment under the provisions so indicated, and, where applicable, which shall specifically include notice pursuant to the Employment Agreement that the Company has elected not to extend the term of the Employment Agreement.

(11) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(12) “Position” means President and Chief Executive Officer of the Company, reporting to the Board, or in such other position which the Optionee shall agree to accept or to which the Optionee shall be promoted during the term of the Employment Agreement.

(13) “Successor Company” means any company that (i) acquires more than 50% of the assets of the Company or (ii) acquires more than 50% of the outstanding stock of the Company, or (iii) is the surviving entity in the event of a Change in Control.

(b) If the Optionee shall die while in the employ of the Company or any subsidiary, his estate, personal representative, or beneficiary shall have the right, subject to the

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provisions of Paragraph 3, to exercise the Option (to the extent that the Optionee would have been entitled to do so at the time of his death and only to the extent that the Option is exercisable as of such time) at any time within twelve (12) months from the date of his death; provided, however, that this Option shall not be exercisable after the Final Exercise Date.

(c) If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his Disability, then the Option, to the extent that it is exercisable by him at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within twelve (12) months after such time; provided, however, that this Option shall not be exercisable after the Final Exercise Date.

(d) If the Optionee shall voluntarily terminate his employment with the Company or any subsidiary other than for Good Reason, then the Option, to the extent that it is exercisable by the Optionee at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within three (3) months after such time; provided, however, that the Compensation Committee may, in its sole discretion, determine that he has more than three (3) months from the date he ceases to be employed by the Company or any subsidiary to exercise the Option; provided further that this Option shall not be exercisable after the Final Exercise Date.

(e) If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his termination without Cause or for Good Reason, then the Option shall (i) immediately cease to continue vesting, (ii) cease to be exercisable, but shall not terminate, on the ninetieth (90th) day following the Effective Date of Termination, (iii) become again exercisable from and after the consummation of any Change in Control that is consummated on or prior to the one year anniversary of the Effective Date of Termination and (iv) shall terminate if a Change in Control is not consummated on or prior to the one year anniversary of the Effective Date of Termination; provided, however, that this Option shall not be exercisable after the Final Exercise Date.

(f) If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his termination for Cause, then the Compensation Committee may, in its sole discretion, determine that the Option, to the extent that it is exercisable by the Optionee at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within thirty (30) days after such time; provided, however, that this Option shall not be exercisable after the Final Exercise Date.

6. Adjustments for Changes in Capital Stock and Certain Other Events.

(a) Changes in Capital Stock. Upon any readjustment or recapitalization of the Company’s capital stock whereby the character of the Common Stock shall be changed, appropriate adjustments shall be made so that the capital stock issuable upon exercise of the Option after such readjustment or recapitalization shall be the substantial equivalent of the Common Stock issuable upon exercise of the Option.

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(b) Conversion of Option on Stock for Stock Exchange. In the case of a merger, sale of assets or similar transaction which results in a replacement of the Common Stock with stock of another corporation, the Company will make a reasonable effort, but shall not be required, to replace this Option with comparable options to purchase the stock of such other corporation, or will provide for immediate maturity of this Option, with this Option not being exercised within the time period specified by the Board being terminated.

7. Method of Exercising Option.

(a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at One Tower Center, 14^th Floor, East Brunswick, New Jersey 08816 (Attention: General Counsel), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(b) If shares of Common Stock are tendered as payment of the Option Price, the value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received.

(c) In the event the Option shall be exercised by any person or persons other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

(d) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

8. Administration by Board or Committee.

(a) This Agreement will be administered by the Board, the Compensation Committee or any other committee comprised of at least three members of the Board (the Board in such capacity or the Compensation Committee or other such committee being referred to in this Paragraph 8 as the “Committee”).

(b) The Committee, acting in its discretion, will have responsibility and full power and authority to (i) construe, interpret and apply the provisions of this Agreement and (ii) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of this Agreement. In exercising its responsibilities under this Agreement, the Committee may obtain at the Company’s expense such advice,

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guidance and other assistance from outside compensation consultants and other professional advisers as it deems appropriate.

(c) Subject to the requirements of applicable law, the Committee may delegate to any person or group or subcommittee of persons (who may, but need not be, members of the Committee) such Agreement-related functions within the scope of its responsibility, power and authority as it deems appropriate.

(d) A majority of the members of the Committee shall constitute a quorum. The Committee may act by the vote of a majority of its members present at a meeting at which there is a quorum or by unanimous written consent. The decision of the Committee as to any disputed question, including questions of construction, interpretation and administration, shall be final and conclusive on all persons. The Committee shall keep a record of its proceedings and acts and shall keep or cause to be kept such books and records as may be necessary in connection with the proper administration of this Agreement.

(e) The Company shall indemnify and hold harmless each member of the Board, the Committee or any subcommittee appointed by the Committee and any employee of the Company who provides assistance with the administration of this Agreement from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including reasonable legal fees and other expenses incidental thereto and, to the extent permitted by applicable law, advancement of such fees and expenses) arising out of or incurred in connection with this Agreement, unless and except to the extent attributable to such person’s fraud or willful misconduct.

9. Amendment of Option. The Board may amend, modify or terminate this Option, including but not limited to, substituting therefor another Option of the same or a different type, or changing the date of exercise or realization, provided that the Optionee’s consent to such action shall be required unless the Board or the Compensation Committee determines that the action, taking into account any related action, would not materially adversely affect the Optionee.

10. General. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue taxes, if any, with respect to the issuance of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and shall, from time to time, use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

11. Treatment of Options. It is intended that this Option shall not be an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).

12. Representations of Optionee. The Optionee hereby represents that he and any related persons or entities, within the meaning of Section 425(d) of the Code, do not own as much as ten percent (10%) of the total combined voting power of all classes of capital stock of the Company,

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and in accepting the Option herein granted to him, agrees to the terms of such Option as of the date hereof.

13. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at One Tower Center, 14^th Floor, East Brunswick, New Jersey 08816 (Attention: General Counsel). Each notice to the Optionee or other person or persons then entitled to exercise the Option shall be addressed to the Optionee or such other person or persons at the Optionee’s last known address.

14. Reimbursement of Expenses. If the Optionee is not a citizen or resident of the United States, the Optionee, as a condition hereof, agrees to reimburse the Company at its request for any foreign exchange premiums or license, transfer taxes or similar sums of money payable outside the United States by the Company in connection with the exercise of the Option under this Agreement.

15. Continuance of Employment. The granting of the Option is in consideration of the Optionee’s continuing employment by the Company or any subsidiary; provided, however, nothing in this Agreement shall confer upon the Optionee the right to continue in the employ of the Company or any subsidiary or affect the right of the Company or any subsidiary to terminate the Optionee’s employment at any time in the sole discretion of the Company or any subsidiary, with or without cause.

16. Interpretation. The interpretation and construction of any terms or conditions of this Agreement by the Compensation Committee shall be final and conclusive.

17. Entire Agreement. This Agreement and the Employment Agreement constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement. In the event of a conflict between this Agreement and the Employment Agreement, the terms of this Agreement shall control.

18. Enforceability. This Agreement shall be binding upon the Optionee, his estate, his personal representatives and beneficiaries.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly exercised by its officer thereunto duly authorized, and the Optionee has hereunto set his hand all as of the day and year first above written.

SAVIENT PHARMACEUTICALS, INC.
By:	/s/ Philip K. Yachmetz
Name:	Philip K. Yachmetz
Title:	Senior Vice President and General Counsel
OPTIONEE
/s/ John H. Johnson
John H. Johnson