S-8

As filed with the Securities and Exchange Commission on October 9, 2012

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	13-30333811
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
400 Crossing Boulevard Bridgewater, NJ	08807
(Address of Principal Executive Offices)	(Zip Code)

Inducement Stock Option Awards

(Full Title of the Plan)

Philip K. Yachmetz, Esq.

Savient Pharmaceuticals, Inc.

400 Crossing Boulevard

Bridgewater, NJ 08807

(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 Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share (including the associated Preferred Stock Purchase Rights)	400,000 shares(2)	$2.92(3)	$1,168,000(3)	$159.32

(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 (a) 250,000 shares issuable upon exercise of a time-based stock option, and (b) 150,000 shares issuable upon exercise of a performance-based stock option, each granted to John P. Hamill, Senior Vice President, Chief Financial Officer and Treasurer of the registrant on September 24, 2012 as an employment inducement award in connection with the commencement of Mr. Hamill’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 400,000 shares of common stock of the registrant for future issuance upon exercise of time-based and performance-based stock options granted to John P. Hamill, Senior Vice President, Chief Financial Officer and Treasurer of the registrant, on September 24, 2012 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 statements 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.

Item 5. Interests of Named Experts and Counsel.

Skadden, Arps, Slate, Meagher & Flom LLP has opined as to the legality of the securities being offered by this registration statement.

1

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.

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.

2

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 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.

3

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 Bridgewater, New Jersey, on this 9th day of October, 2012.

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

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Savient Pharmaceuticals, Inc., hereby severally constitute and appoint Louis Ferrari, Philip K. Yachmetz and John P. Hamill, 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/    Louis Ferrari         Louis Ferrari	Director, President and Chief Executive Officer (Principal Executive Officer)	October 9, 2012
/s/    John P. Hamill         John P. Hamill	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	October 9, 2012
/s/    David Gionco         David Gionco	Group Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer)	October 9, 2012

Ginger D. Constantine, M.D.	Director
/s/    Stephen O. Jaeger         Stephen O. Jaeger	Director	October 9, 2012
/s/    David Y. Norton         David Y. Norton	Director	October 9, 2012
William Owen, M.D.	Director
/s/    Lee S. Simon, M.D.         Lee S. Simon, M.D.	Director	October 9, 2012
/s/    Virgil Thompson         Virgil Thompson	Director	October 9, 2012

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
4.3(3)	Rights Agreement, dated August 6, 2012, between Savient Pharmaceuticals, Inc. and American Stock Transfer and Trust Company, LLC
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Registrant
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
23.3	Consent of McGladrey LLP (formerly 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 P. Hamill, dated as of September 24, 2012
99.2	Non-Qualified Stock Option Agreement between the Registrant and John P. Hamill, dated as of September 24, 2012

(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).

(3) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2012 (File No. 0-15313).

EX-5.1

Exhibit 5.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE BEACON STREET                                        BOSTON, MASSACHUSETTS 02108-3194	FIRM/AFFILIATE OFFICES
TEL: (617) 573-4800	CHICAGO
FAX: (617) 573-4822	HOUSTON
www.skadden.com	LOS ANGELES
	NEW YORK
	PALO ALTO
	WASHINGTON, D.C.
	WILMINGTON
	BEIJING
	BRUSSELS
	FRANKFURT
	HONG KONG
	LONDON
	MOSCOW
	MUNICH
	PARIS
	SÃO PAULO
	SHANGHAI
	SINGAPORE
	SYDNEY
	TOKYO
	TORONTO
	VIENNA

October 9, 2012

Savient Pharmaceuticals, Inc.

400 Crossing Boulevard

Bridgewater, NJ 08807

Re: Savient Pharmaceuticals, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Savient Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) on the date hereof, relating to the registration by the Company of 400,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable pursuant to the stock option agreements between the Company and John P. Hamill, Senior Vice President, Chief Financial Officer and Treasurer of the Company, dated as of September 24, 2012 (the “Option Agreements”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In rendering the opinions stated herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the Registration Statement;

(b) a certificate, dated as of the date hereof, furnished to us by Philip K. Yachmetz, Senior Vice President, General Counsel and Secretary of the Company (the “Secretary’s Certificate”);

(c) the Certificate of Incorporation of the Company, as amended and restated to date, certified by the Secretary of State of the State of Delaware and certified pursuant to the Secretary’s Certificate;

Savient Pharmaceuticals, Inc.

October 9, 2012

Page 2

(d) the Bylaws of the Company, as amended and restated to date, certified pursuant to the Secretary’s Certificate;

(e) the Option Agreements, certified pursuant to the Secretary’s Certificate; and

(f) certain resolutions of the Board of Directors of the Company, certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise, identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

In rendering the opinion set forth below, we have assumed that the Shares will be issued in accordance with the terms of the Option Agreements for consideration in an amount at least equal to the par value of the Shares.

We do not express any opinion as to the laws of any jurisdiction other than the corporate laws of the State of Delaware.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by the Company, and when the Shares are issued and paid for in accordance with the terms and conditions of the Option Agreements, the Shares will be validly issued, fully paid and nonassessable.

Savient Pharmaceuticals, Inc.

October 9, 2012

Page 3

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Savient Pharmaceuticals, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Savient Pharmaceuticals, Inc. of our reports dated February 29, 2012, with respect to the consolidated balance sheet of Savient Pharmaceuticals, Inc. and subsidiaries as of December 31, 2011, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2011, the related consolidated financial statement schedule for the year ended December 31, 2011 and the effectiveness of internal control over financial reporting as of December 31, 2011.

/s/ KPMG LLP

Short Hills, New Jersey

October 9, 2012

EX-23.3

Exhibit 23.3

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 as of December 31, 2010 and for the years ended December 31, 2010 and 2009 and the financial statement schedule for the years ended December 31, 2010 and 2009, which appears in the Annual Report on Form 10-K of Savient Pharmaceuticals, Inc. for the year ended December 31, 2011.

/s/ McGladrey LLP

New York, NY

October 9, 2012

EX-99.1

Exhibit 99.1

STOCK OPTION AGREEMENT

(Non-Qualified Stock Option to Employee)

NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) made as of September 24, 2012, between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and John P. Hamill, 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 150,000 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 7) 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 $2.92 per share (such amount being subject to adjustment as provided in Paragraph 7), 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 8 hereof.

3. Term of Option; Vesting Schedule.

(a) Unless earlier terminated as provided in Paragraph 6, this Option shall expire at 5:00 p.m., Eastern time, on September 23, 2022 (the “Final Exercise Date”).

(b) This Option shall vest and become exercisable upon the satisfaction of the performance conditions 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 will immediately terminate and cease to be exercisable.

(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 6.

4. Acceleration of Vesting. Notwithstanding the foregoing vesting schedule, the Option will accelerate and become fully vested if, and only if, on or after the date of the announcement of a transaction which leads to a Change in Control and up to twelve months following the date of the Change in Control, 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.

5. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution to the extent provided in Paragraph 6, 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 6.

6. Termination of Option.

(a) As used in this Paragraph 6 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 the Employment 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 and failed to correct such breach within 15 days after written notice thereof from the Company.

(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 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;

2

(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 least 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) “Employment Agreement” means the Employment Agreement, effective as of September 24, 2012, by and between the Company and the Optionee.

(8) “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 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 under the Employment Agreement;

(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) A failure to maintain the Optionee as the most senior financial officer of the Company, or any successor Company or parent of the Company;

3

(H) The Company’s failure to extend the term of the Employment Agreement pursuant to the terms thereof (if the Employment 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

(I) 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.

(9) “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.

(10) “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.

(11) “Position” means Senior Vice President, Chief Financial Officer and Treasurer of the Company, reporting to the Chief Executive Officer, 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.

(12) “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 cease to be employed by the Company or any subsidiary for any reason, all unvested Options will immediately terminate and cease to be exercisable, except as otherwise specifically provided herein.

(c) 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 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 (after giving effect to the provisions of Paragraph 4)) 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.

(d) 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 (after giving effect to the provisions of Paragraph 4), 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.

(e) 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 (after giving effect to the provisions of Paragraph 4), 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.

4

(f) 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, 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 (after giving effect to the provisions of Paragraph 4), 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.

(g) 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 (after giving effect to the provisions of Paragraph 4), 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.

7. Adjustments for Changes in Capital Stock and Certain Other Events. In the event of the occurrence of an event described in Section 10(a) or 10(b) of the Savient Pharmaceuticals, Inc. 2011 Plan (the “2011 Plan”), this Option shall be subject to adjustment as provided in such section as if this Option had been granted under the 2011 Plan. The provisions of Section 10(c) of the 2011 Plan shall not apply to this Option.

8. 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 400 Crossing Boulevard, Bridgewater, NJ 08807 (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 6, 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.

9. Tax Withholding. The Optionee must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock pursuant to this Agreement. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Optionee must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations.

10. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to this Agreement until (i) all conditions of this Agreement have been met or removed to

5

the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations, and (iii) the Optionee has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

11. 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 11 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, 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.

12. 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.

13. 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”).

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

15. 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 400 Crossing Boulevard, Bridgewater, NJ 08807 (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.

6

16. 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.

17. Continuance of Employment. 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.

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

19. 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.

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

21. 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]

7

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 P. Hamill
	John P. Hamill

[Signature Page to Performance-Based Stock Option Agreement]

EX-99.2

Exhibit 99.2

STOCK OPTION AGREEMENT

(Non-Qualified Stock Option to Employee)

NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) made as of September 24, 2012, between SAVIENT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and John P. Hamill, 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 7) 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 $2.92 per share (such amount being subject to the adjustment as provided in Paragraph 7), 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 8 hereof.

3. Term of Option; Vesting Schedule.

(a) Unless earlier terminated as provided in Paragraph 6, this Option shall expire at 5:00 p.m., Eastern time, on September 23, 2022 (the “Final Exercise Date”).

(b) This Option shall vest and become exercisable as to 83,333 shares on the first anniversary of the Employment Date and as to an additional 83,333 shares on the second anniversary of the Employment Date and as to the remaining 83,334 shares on the third anniversary of the Employment Date, in each case subject to the Executive’s continued employment with the Company on the applicable vesting date.

(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 6.

4. Acceleration Due to Change in Control. The unvested portions of the Option shall vest effective immediately prior to the date of a Change in Control.

5. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution to the extent provided in Paragraph 6, 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 6.

6. Termination of Option.

(a) As used in this Paragraph 6 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 the Employment 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 and failed to correct such breach within 15 days after written notice thereof from the Company.

(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 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

2

nomination for election by the Company’s stockholders of each new director was approved by a vote of at least 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) “Employment Agreement” means the Employment Agreement, effective as of September 24, 2012, by and between the Company and the Optionee.

(8) “Employment Date” means September 24, 2012.

(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 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 under the Employment Agreement;

(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) A failure to maintain the Optionee as the most senior financial officer of the Company, or any successor Company or parent of the Company;

(H) The Company’s failure to extend the term of the Employment Agreement pursuant to the terms thereof (if the Employment 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

3

(I) 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 Senior Vice President, Chief Financial Officer and Treasurer of the Company, reporting to the Chief Executive Officer, 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 cease to be employed by the Company or any subsidiary for any reason, all unvested Options will immediately terminate and cease to be exercisable, except as otherwise specifically provided herein.

(c) 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 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 (after giving effect to the provisions of Paragraph 4)) 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.

(d) 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 (after giving effect to the provisions of Paragraph 4), 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.

(e) 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 (after giving effect to the provisions of Paragraph 4), 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.

(f) 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, to the extent that it is exercisable by

4

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 (after giving effect to the provisions of Paragraph 4), 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.

(g) 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 (after giving effect to the provisions of Paragraph 4), 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.

7. Adjustments for Changes in Capital Stock and Certain Other Events. In the event of the occurrence of an event described in Section 10(a) or 10(b) of the Savient Pharmaceuticals, Inc. 2011 Plan (the “2011 Plan”), this Option shall be subject to adjustment as provided in such section as if this Option had been granted under the 2011 Plan. The provisions of Section 10(c) of the 2011 Plan shall not apply to this Option.

8. 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 400 Crossing Boulevard, Bridgewater, NJ 08807 (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 6, 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.

9. Tax Withholding. The Optionee must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock pursuant to this Agreement. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Optionee must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations.

10. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to this Agreement until (i) all conditions of this Agreement have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and

5

regulations and any applicable stock exchange or stock market rules and regulations, and (iii) the Optionee has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

11. 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 11 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, 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.

12. 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.

13. 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”).

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

15. 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 400 Crossing Boulevard, Bridgewater, NJ 08807 (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.

6

16. 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.

17. Continuance of Employment. 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.

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

19. 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.

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

21. 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]

7

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 P. Hamill
	John P. Hamill

[Signature Page to Time-Based Stock Option Agreement]