8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2005

ADVANCED MAGNETICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction

of incorporation)

0-14732 (Commission File No.)	04-2742593 (IRS Employer Identification No.)
61 Mooney Street Cambridge, Massachusetts (Address of Principal Executive Offices)	02138 (Zip Code)

(617) 497-2070
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 16, 2005, Dr. Brian J.G. Pereira became President of Advanced Magnetics, Inc. (“AMI”), and on November 22, 2005, AMI entered into a three-year employment agreement with Dr. Pereira. Under the terms of the employment agreement, AMI agreed to pay Dr. Pereira an annual salary of $400,000 per year. In addition, Dr. Pereira is eligible to earn an annual bonus of up to $100,000 per year upon the achievement of certain performance goals determined by AMI’s Chief Executive Officer. The employment agreement also provides Dr. Pereira with a monthly automobile allowance of $1,200. Under the terms of the employment agreement, Dr. Pereira will receive one month of severance pay for each month of his employment with AMI up to a maximum of twelve months in the event AMI terminates his employment without “cause,” as defined in the agreement or he resigns for “good reason,” as defined in the agreement. The severance period will begin to decrease on the second anniversary of his employment so that for every full month of employment during the final year of the employment agreement the severance period will be reduced by one month. Therefore, as of the third anniversary of employment, all severance payment obligations to Dr. Pereira shall have terminated. AMI also agreed to provide Dr. Pereira with a ten-year term life insurance policy in the face amount of $2 million for the benefit of persons designated by Dr. Pereira. AMI expects the annual premium for such policy to be approximately $1,700 to $2,500.

In connection with his election as President, the Board also granted Dr. Pereira options to purchase 250,000 shares of common stock under the terms of the 2000 Stock Plan at an exercise price of $9.10, the fair market value of a share of our common stock on the date of grant. The options were exercisable with respect to 100,000 shares immediately upon grant, and the options become exercisable with respect to an additional 50,000 shares on each of the first, second and third anniversaries of the grant date. Options exercisable for 43,956 shares were granted as “incentive stock options”, which are eligible for tax benefits if certain requirements are met, and balance of the options were granted as “non-qualified stock options.” In the event AMI terminates Dr. Pereira’s employment without cause or he terminates his employment for good reason, the options will automatically become exercisable in full with respect to all 250,000 shares. The options will also become immediately exercisable in full upon the consummation of a “change of control,” as defined in Dr. Pereira’s option agreements. In addition, the Board agreed to grant Dr. Pereira an additional option to purchase 100,000 shares of common stock subject to approval of the amendment and restatement of the 2000 Stock Plan at the next annual meeting of stockholders, at an exercise price equal to the fair market value of our common stock on the date of grant so long as Dr. Pereira is still employed by AMI at that time. Such option would be exercisable in equal annual installments over three years.

Dr. Pereira will continue as a member of the Board of Directors of AMI.

A copy of the employment agreement is attached hereto as Exhibits 10.1 and a copy of the option agreements are attached hereto as Exhibit 10.2 and 10.3. The foregoing exhibits are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Number Description

10.1 Employment Agreement, dated as of November 22, 2005, by and between Advanced Magnetics, Inc. and Brian J.G. Pereira.

10.2 Stock Option Agreement dated as of November 22, 2005 between Advanced Magnetics, Inc. and Brian J.G. Pereira with respect to options that are intended to qualify as incentive stock options.

10.3 Stock Option Agreement dated as of November 22, 2005 between Advanced Magnetics, Inc. and Brian J.G. Pereira with respect to options that do not qualify as incentive stock options.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADVANCED MAGNETICS, INC.

By: /s/ Michael N. Avallone

Name: Michael N. Avallone

Title: Chief Financial Officer

Date: November 23, 2005

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EXHIBIT INDEX

Number Description

10.1 Employment Agreement, dated as of November 22, 2005, by and between Advanced Magnetics, Inc. and Brian J.G. Pereira.

10.2 Stock Option Agreement dated as of November 22, 2005 between Advanced Magnetics, Inc. and Brian J.G. Pereira with respect to options that are intended to qualify as incentive stock options.

10.3 Stock Option Agreement dated as of November 22, 2005 between Advanced Magnetics, Inc. and Brian J.G. Pereira with respect to options that do not qualify as incentive stock options.

EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of November 22, 2005 by and between Advanced Magnetics, Inc., a Delaware corporation with offices at 61 Mooney Street, Cambridge, MA 02138 (“AMI”) and Brian J. G. Pereira, of 54 Rowena Road, Newton, MA 02459 (“you”).

Whereas, AMI desires to employ you, and you desire to accept employment with AMI on and subject to the terms and conditions set forth in this Agreement;

Now therefore, AMI and you agree as follows:

1. Employment; Position; Duties.

a)Employment. AMI hereby employs you, and you hereby accept employment with AMI, effective as of November 16, 2005 (the “Effective Date”).

b)Position. You shall serve as President of AMI.

c)Duties. You shall perform for AMI the duties customarily associated with the office of President and such other duties as may be assigned to you from time to time by AMI’s Chief Executive Officer or AMI’s Board of Directors (the “Board”) that are consistent with the duties normally performed by the most senior executives of similar entities. You shall devote substantially your full business time and best efforts to the performance of your duties hereunder and the business and affairs of AMI and will not undertake or engage in any other employment, occupation or business enterprise; provided, however, that you may participate as a member of the board of directors or advisory board of other entities and in professional organizations and civic and charitable organizations, and you may continue your teaching activities so long as such participation does not unreasonably interfere with the fulfillment of your duties hereunder. You shall be based in AMI’s principal offices, which currently are in Cambridge, Massachusetts.

2.Term. The term of this Agreement shall be for a three (3) year period commencing on the Effective Date unless terminated earlier pursuant to Section 4 below (the “Term”). You may continue to be employed by AMI beyond the Term of this Agreement, but such employment shall be on such terms and conditions as you and AMI then may agree.

3.Compensation and Benefits. AMI shall pay you the following compensation and benefits for all services rendered by you under this Agreement:

a)Base Salary. AMI will pay you a Base Salary at the annualized rate of $400,000.00, minus withholdings as required by law and other deductions authorized by you,

which amount shall be paid in equal installments at AMI’s regular payroll intervals, but not less often than monthly.

b)Bonus. You will be eligible to receive an annual bonus (the “Bonus”) of up to $100,000 for each calendar year during the term of this Agreement beginning with the calendar year commencing January 1, 2006 based on the extent to which, in the discretion of AMI’s Chief Executive Officer (“CEO”), you achieve performance goals to be established by the CEO, which goals may be modified by the CEO, after consultation with you, from time to time. AMI shall pay the Bonus no later than two and a half months after the end of the calendar year to which the Bonus relates. No Bonus shall be deemed to have been earned by you for any year in which you are not actively employed for the entire calendar year to which the Bonus relates.

c)Stock Options. You have been granted an option to purchase 250,000 shares of AMI’s common stock under the terms provided in the Stock Option Agreements dated as of November 16, 2005 between AMI and you. If you are still employed by AMI at such time as the 2000 Stock Plan (the “Plan”) is amended to increase the number of shares of common stock that may be issuable under the Plan by 1,000,000 shares, you shall be granted an option to purchase an additional 100,000 shares of AMI’s common stock at an option price equal to the fair market value of AMI stock as of the date of the grant. The options will be subject to the terms and conditions of the Plan. Such options shall vest in three equal annual installments.

d)Vacation. You will receive three (3) weeks of paid vacation per calendar year, which shall accrue ratably on a monthly basis commencing on the Effective Date.

e)Benefits. You will be eligible to participate in all group health, dental, 401(k), and other insurance and/or benefit plans that AMI may offer to similarly situated executives of AMI from time to time on the same terms as offered to such other executives.

f)Automobile. AMI will provide you with an automobile for your business use or pay you a monthly automobile allowance of $1,200.

g)Business Expenses. AMI will reimburse you for all reasonable and usual business expenses incurred by you in the performance of your duties hereunder in accordance with AMI’s expense reimbursement policy.

h)Life Insurance. AMI will provide you with a ten (10) year term life insurance policy in the face amount of $2 million.

4.Termination. Your employment with AMI may be terminated prior to the expiration of the Term as follows:

a)Death. This Agreement shall terminate automatically upon your death.

b)Disability. AMI may terminate your employment in the event that you shall be prevented, by illness, accident, disability or any other physical or mental condition (to be

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determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of AMI and you or your personal representative(s)) from substantially performing your duties and responsibilities hereunder for one or more periods totaling one hundred and twenty (120) days in any twelve (12) month period.

c)By AMI for Cause. AMI may terminate your employment for “Cause” upon written notice to you. For purposes of this Agreement, “Cause” shall mean any of (i) fraud, embezzlement or theft against AMI or any of its affiliates; (ii) you are convicted of, or plead guilty or no contest to, a felony; (iii) willful nonperformance by you (other than by reason of illness) of your material duties hereunder and failure to remedy such nonperformance within 30 days following written notice from the CEO identifying the nonperformance and the actions required to cure it; or (iv) you commit an act of gross negligence, engage in willful misconduct or otherwise act with willful disregard for AMI’s best interests, and you fail to remedy such conduct within 30 days following written notice from the CEO identifying the gross negligence, willful misconduct or willful disregard and the actions required to cure it (if such conduct can be cured).

d)By AMI Other Than For Death, Disability or Cause. AMI may terminate your employment other than for Cause, disability or death upon thirty (30) days prior written notice to you.

e)By You For Good Reason or Any Reason. You may terminate your employment at any time with or without Good Reason upon thirty (30) days prior written notice to AMI. For purposes of this Agreement, “Good Reason” shall mean that any of the following occurs without your prior written consent: (i) a material adverse change in your title and position; (ii) a material reduction by AMI in the total annual compensation that you are eligible to receive; or (iii) a material breach by AMI of any of the terms or provisions of this Agreement and failure to remedy such breach within 30 days following written notice from you identifying the breach.

5.Payment Upon Termination. In the event that your employment with AMI terminates, you will be paid the following:

a)Termination for Any Reason. In the event that your employment terminates for any reason, AMI shall pay you for the following items that were earned and accrued but unpaid as of the date of your termination: (i) your Base Salary; (ii) a cash payment for all accrued, unused vacation calculated at your then Base Salary rate; (iii) reimbursement for any unpaid business expenses; and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of AMI then in effect.

b)Termination Without Cause or For Good Reason. In addition to the payments provided for in Section 5(a), in the event that (i) AMI terminates your employment other than for death, disability or Cause pursuant to Section 4(d) or you terminate your employment with AMI for Good Reason pursuant to Section 4(e); (ii) you comply fully with all of your obligations under the Nondisclosure and Developments Agreement dated November 16, 2006 between AMI and you; and (iii) you execute, deliver to AMI and do not revoke a general

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release (in a form acceptable to AMI) releasing and waiving any and all claims that you have or may have against AMI and its directors, officers, employees, agents, successors and assigns with respect to your employment (other than any obligation of AMI set forth herein which specifically survives the termination of your employment), then AMI will provide you with the following severance benefits:

x)AMI will pay you one (1) month of severance pay (calculated at your last Base Salary rate) for each full month of employment hereunder, up to a maximum of twelve (12) months. Beginning on the second anniversary of your employment, the severance period calculated pursuant to the previous sentence shall decrease by one (1) month for each full month of employment during such year, so that as of the third anniversary of your employment all rights to severance shall terminate. The severance shall be paid in equal installments over the severance period (calculated in accordance with the two previous sentences) in accordance with AMI’s usual payroll schedule; and

y)All stock options described in Section 3(c) that are not vested as of the date of termination shall vest immediately. For the purposes of this Section 5(b)(y), “termination” shall mean the termination of your employment within the meaning of Prop. Treasury Reg. § 1.409A-1(h)(ii) or any successor regulation.

6.Nonsolicitation Covenant. In exchange for the consideration provided by this Agreement, you shall not, for a period of one year following the termination of your employment with AMI for any reason, directly or indirectly, whether through your own efforts, or in any way assisting or employing the assistance of any other person or entity (including, without limitation, any consultant or any person employed by or associated with any entity with which you are employed or associated), recruit, solicit or induce (or in any way assist another in recruiting, soliciting or inducing) any employee or consultant of AMI to terminate his or her employment or other relationship with AMI.

7.Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor of AMI by reorganization, merger or consolidation and any assignee of all or substantially all of its business and properties. Neither this Agreement nor any rights or benefits hereunder may be assigned by you, except that, upon your death, your earned and unpaid economic benefits will be paid to your heirs or beneficiaries.

8.Interpretation and Severability. It is the express intent of the parties that (a) in case any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provision shall be construed by limiting and reducing it as determined by a court of competent jurisdiction, so as to be enforceable to the fullest extent compatible with applicable law; and (b) in case any one or more of the provisions contained in this Agreement cannot be so limited and reduced and for any reason is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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9.Notices. Any notice that you or AMI are required to give the other under this Agreement shall be given by personal delivery, recognized overnight courier service, or registered or certified mail, return receipt requested, addressed in your case to you at your last address of record with AMI, or at such other place as you may from time to time designate in writing, and, in the case of AMI, to AMI at its principal office, or at such other office as AMI may from time to time designate in writing. The date of actual delivery of any notice under this Section 9 shall be deemed to be the date of receipt thereof.

10.Waiver. No consent to or waiver of any breach or default in the performance of any obligation hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. No waiver hereunder shall be effective unless it is in writing and signed by the waiving party.

11.Complete Agreement; Modification. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of AMI.

12.Headings. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part, or affect the meaning, of this Agreement.

13.Counterparts. This Agreement may be signed in two (2) counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.

14.Choice of Law; Jurisdiction. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, and the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the laws of Massachusetts, without regard to conflict of law principles. You hereby consent and submit without limitation to the jurisdiction of courts in Massachusetts in connection with any action arising out of this Agreement, and waive any right to object to any such forum as inconvenient or to object to venue in Massachusetts. You agree that, in any action arising out of this Agreement, you will accept service of process by registered mail or the equivalent directed to your last known address or by such other means permitted by such court.

15.Advice of Counsel; No Representations. You acknowledge that you have been advised to review this Agreement with your own legal counsel, that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney, and that AMI has not made any representations, warranties, promises or inducements to you concerning the terms, enforceability or implications of this Agreement other than as are contained in this Agreement.

16.I.R.C. § 409A.All other provisions of this Agreement notwithstanding, this Agreement shall be construed to avoid any adverse tax consequences to you under Internal Revenue Code Section 409A, and the parties agree to amend this Agreement from time to time as

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may be necessary to that end, in a manner that best preserves the economic benefits to you. Further, for so long AMI has a class of stock that is publicly traded on an established securities market or otherwise, then AMI shall from time to time compile a list of “Specified Employees” as defined in, and pursuant to, Prop. Treasury Reg. § 1.409A-1(i) or any successor regulation. If you are a Specified Employee on the date of the termination of your employment with AMI, then, notwithstanding any other provision herein, no payment shall be made to you pursuant to Section 5(b)(x) above during the period lasting six (6) months from the date of such termination of employment unless AMI determines that there is no reasonable basis for believing that making such payment would cause you to suffer any adverse tax consequences pursuant to Section 409A. If any payment to you is delayed pursuant to the provisions of this paragraph, such delayed payment shall instead be made on the first business day following the expiration of the six (6) month period referred to herein.

IN WITNESS WHEREOF, AMI and you have executed this Agreement as of the day and year first set forth above.

Advanced Magnetics, Inc.

By: /s/ Jerome Goldstein

Name: Jerome Goldstein

Title: Chief Executive Officer

/s/ Brian J.G. Pereira

Brian J.G. Pereira

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EX-10.2

EXHIBIT 10.2

Stock Option Grant

1. Grant of Option

Advanced Magnetics, Inc., a Delaware corporation (the “Company”), hereby grants to Brian J.G. Pereira (the “Employee”), an option to purchase 43,956 shares of Common Stock, $.01 par value per share, of the Company as hereinafter set forth (the “Option”), pursuant and subject to the terms and provisions of the Company’s 2000 Stock Plan (the “Plan”). The date of grant of this Option is November 16, 2005.

All terms which are defined in the Plan shall have the same meanings herein.

2. Vesting of Option

This Option shall be exercisable in cumulative installations on each of the following dates, as follows:

Date Exercisable	Number of Shares Exercisable
On date of grant		10,989
One year from date of grant		21,978
Two years from date of grant		32,967
Three years from date of grant		43,956

Subject to the other provisions of this Section 2 and Section 6 below, no additional shares shall vest and become exercisable between each of the vesting dates set forth above.

Notwithstanding the foregoing, this Option shall become immediately exercisable in full with respect to all 43,956 shares issuable hereunder upon the consummation of a Change of Control. A “Change of Control” shall mean the first to occur of any of the following: (a) any “person” or “group” (as defined in the Securities Exchange Act of 1934) becomes the beneficial owner of a majority of the combined voting power of the then outstanding voting securities with respect to the election of the Board of Directors of the Company; (b) any merger, consolidation or similar transaction involving the Company, other than a transaction in which the stockholders of the Company immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; (c) any sale of all or substantially all of the assets of the Company; or (d) any other acquisition by a third party of all or substantially all of the business or assets of the Company, as determined by the Board of Directors of the Company, in its sole discretion.

Stock Option Agreement Confidential Document 1

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

3. Term of Option

This Option shall terminate in ten (10) years on November 16, 2005.

4. Exercise Price

The exercise price of this Option shall be nine dollars and ten cents ($9.10) per share.

5. Exercise and Payment

(a) Method of Payment. This Option shall be exercisable by delivery to the Company of written notice of exercise, specifying the number of shares for which this Option is being exercised (subject to Section 2 hereof), together with payment to the Company for the total exercise price thereof in cash, by check or, subject to the Company’s approval, by Common Stock of the Company owned by the Employee for more than six (6) months, or by some combination thereof.

(b) Valuation of Shares Tendered in Payment of Purchase Price. For the purposes hereof, the fair market value of any share of the Company's Common Stock which may be delivered to the Company in exercise of this Option shall be determined in good faith by the Board of Directors of the Company, or, in the absence of such determination, shall be equal to the closing price of a share of the Company’s Common Stock as reported on the American Stock Exchange on the date of exercise of this Option.

(c) Delivery of Shares Tendered in Payment of Purchase Price. If the Company permits the Employee to exercise Options by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Employee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this Option.

(d) Use of Statutory Option Stock. Without derogating from the foregoing, "statutory option stock" (as defined below) may be tendered in payment of the exercise price of this Option even if the stock to be so tendered has not, at the time of tender, been held by the Employee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Employee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Employee. As used above, the term "statutory option stock" means stock acquired through the exercise of a qualified stock option, incentive stock option, restricted stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be

Stock Option Agreement Confidential Document 2

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Employee for the applicable minimum statutory holding period.

6. Effect of Termination of Employment or Death

This Option shall not be assignable or transferable either voluntarily or by operation of law, except as set forth in this Section 6.

In the event the Employee during his or her lifetime ceases to be an employee of the Company or of any subsidiary for any reason, other than death, disability, termination by the Company without “cause,” or termination by the Employee for “good reason” (each as defined in the Employment Agreement dated as of November 22, 2005 by and between the Company and the Employee (the “Employment Agreement”)), any unexercised portion of this Option which was otherwise exercisable on the date of termination of employment shall expire unless exercised within three months of that date, but in no event after the expiration of the term hereof.

In the event the Company terminates the Employee’s employment with the Company without “cause” or the Employee terminates his employment for “good reason” (each as defined in the Employment Agreement), this Option shall become exercisable in full with respect to all 43,956 shares covered hereby as of the effective date of such termination.

In the event of the death or disability of the Employee (i) while an employee of the Company or any subsidiary, or (ii) during the three-month period following termination of his or her employment for any reason other than death or disability, this Option shall be exercisable for the number of shares otherwise exercisable on the date of death, disability or termination, by the Employee or his or her personal representatives, heirs or legatees, as the case may be, at any time prior to the expiration of one (1) year from the date of the death or disability of the Employee, but in no event after the expiration of the term hereof.

Notwithstanding the foregoing, if the Employee, prior to the termination date of this Option, violates the confidentiality provisions of the Employment Agreement or any confidentiality or other agreement between the Employee and the Company, the right to exercise this Option shall terminate immediately upon written notice to the Employee from the Company describing such violation.

7. Employment

Nothing contained in this Option or in the Plan shall be construed as giving the Employee any right to be retained in the employ of the Company or any of its subsidiaries.

8. Withholding Taxes

Stock Option Agreement Confidential Document 3

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

The Employee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Employee any federal, state or local taxes of any kind required by law to be withheld with respect to exercise of this Option.

9. Plan Provisions

Except as otherwise expressly provided herein, this Option and the rights of the Employee hereunder shall be subject to and governed by the terms and provisions of the Plan, including without limitation the provisions of Section 4 thereof.

10. Employee Representation; Stock Certificate Legend

The Employee hereby represents that he or she has received and read the Prospectus filed with the Securities and Exchange Commission as a part of the Registration Statement on Form S-8, which registered the shares under the Plan.

If the Employee is an "affiliate" of the Company (as defined in Rule 144 promulgated under the Securities Act of 1933), all stock certificates representing shares of Common Stock issued to such Employee pursuant to this Option shall have affixed thereto legends substantially in the following form:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be sold, transferred or assigned unless such shares are registered under the Act or an opinion of counsel, satisfactory to the corporation, is obtained to the effect that such sale, transfer or assignment is exempt from the registration requirements of the Act."

11. Notice

Any notice required to be given under the terms of this Option shall be properly addressed as follows: to the Company at its principal executive offices, and to the Employee at his or her address set forth below, or at such other address as either of such parties may hereafter designate in writing to the other.

12. Qualification under Section 422

It is understood and intended that this Option shall qualify as an "incentive stock option" as defined in Section 422 of the Internal Revenue Code. Accordingly, the Employee understands that in order to obtain the benefits of an incentive stock option under Section 421 of the Code, no sale or other disposition may be made of any shares acquired upon exercise of this Option within the one (1) year period beginning on the day after the day of the transfer of such shares to him or her, nor within the two (2) year period beginning on the day after the grant of this Option. If the Employee intends to dispose or does dispose (whether by sale, exchange, gift, transfer or otherwise) of any such shares within said periods, he or she will notify the Company within thirty (30) days after such disposition.

Stock Option Agreement Confidential Document 4

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

13. Enforceability

This Option shall be binding upon the Employee, his or her estate, and his or her personal representatives and beneficiaries.

14. Effective Date

The effective date of this Option is the date of grant (November 16, 2005).

[Remainder of page intentionally left blank.]

Stock Option Agreement Confidential Document 5

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

IN WITNESS WHEREOF, this Option has been executed by a duly authorized officer of the Company as of the effective date.

	Advanced Magnetics, Inc.
	By: /s/ Michael N. Avallone
	Michael N. Avallone
	Chief Financial Officer
Employee’s Acceptance:
The undersigned hereby accepts this Option and agrees to the terms and provisions set forth in this Option and in the Plan (a copy of which has been delivered to him/her).
/s/ Brian J.G. Pereira
(Signature of Employee)
Brian J.G. Pereira
(Print Name of Employee)
Address:   54 Rowena Road Newton, MA 02459
Date:          November 22, 2005

Stock Option Agreement Confidential Document 6

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

EX-10.3

EXHIBIT 10.3

Stock Option Grant

1. Grant of Option

Advanced Magnetics, Inc., a Delaware corporation (the “Company”), hereby grants to Brian J.G. Pereira (the “Employee”), an option to purchase 206,044 shares of Common Stock, $.01 par value per share, of the Company as hereinafter set forth (the “Option”), pursuant and subject to the terms and provisions of the Company’s 2000 Stock Plan (the “Plan”). The date of grant of this Option is November 16, 2005.

All terms which are defined in the Plan shall have the same meanings herein.

2. Vesting of Option

This Option shall be exercisable in cumulative installations on each of the following dates, as follows:

Date Exercisable	Number of Shares Exercisable
On date of grant		89,011
One year from date of grant		128,022
Two years from date of grant		167,033
Three years from date of grant		206,044

Subject to the other provisions of this Section 2 and Section 6 below, no additional shares shall vest and become exercisable between each of the vesting dates set forth above.

Notwithstanding the foregoing, this Option shall become immediately exercisable in full with respect to all 206,044 shares issuable hereunder upon the consummation of a Change of Control. A “Change of Control” shall mean the first to occur of any of the following: (a) any “person” or “group” (as defined in the Securities Exchange Act of 1934) becomes the beneficial owner of a majority of the combined voting power of the then outstanding voting securities with respect to the election of the Board of Directors of the Company; (b) any merger, consolidation or similar transaction involving the Company, other than a transaction in which the stockholders of the Company immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; (c) any sale of all or substantially all of the assets of the Company; or (d) any other acquisition by a third party of all or substantially all of the business or assets of the Company, as determined by the Board of Directors of the Company, in its sole discretion.

Stock Option Agreement Confidential Document 1

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

3. Term of Option

This Option shall terminate in ten (10) years on November 15, 2016.

4. Exercise Price

The exercise price of this Option shall be $9.10 per share.

5. Exercise and Payment

(a) Method of Payment. This Option shall be exercisable by delivery to the Company of written notice of exercise, specifying the number of shares for which this Option is being exercised (subject to Section 2 hereof), together with payment to the Company for the total exercise price thereof in cash, by check or, subject to the Company’s approval, by Common Stock of the Company owned by the Employee for more than six (6) months, or by some combination thereof.

(b) Valuation of Shares Tendered in Payment of Purchase Price. For the purposes hereof, the fair market value of any share of the Company's Common Stock which may be delivered to the Company in exercise of this Option shall be determined in good faith by the Board of Directors of the Company, or, in the absence of such determination, shall be equal to the closing price of a share of the Company’s Common Stock as reported on the American Stock Exchange on the date of exercise of this Option.

(c) Delivery of Shares Tendered in Payment of Purchase Price. If the Company permits the Employee to exercise Options by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Employee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this Option.

6. Effect of Termination of Employment or Death

This Option shall not be assignable or transferable either voluntarily or by operation of law, except as set forth in this Section 6.

In the event the Employee during his or her lifetime ceases to be an employee of the Company or of any subsidiary for any reason, other than death, disability, termination by the Company without “cause,” or termination by the Employee for “good reason” (each as defined in the Employment Agreement dated as of November 22, 2005 by and between the Company and the Employee (the “Employment Agreement”)), any unexercised portion of this Option which was otherwise exercisable on the date of termination of employment shall expire unless exercised

Stock Option Agreement Confidential Document 2

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

within three months of that date, but in no event after the expiration of the term hereof.

In the event the Company terminates the Employee’s employment with the Company without “cause” or the Employee terminates his employment for “good reason” (each as defined in the Employment Agreement), this Option shall become exercisable in full with respect to all 206,044 shares covered hereby as of the effective date of such termination.

In the event of the death or disability of the Employee (i) while an employee of the Company or any subsidiary, or (ii) during the three-month period following termination of his or her employment for any reason other than death or disability, this Option shall be exercisable for the number of shares otherwise exercisable on the date of death, disability or termination, by the Employee or his or her personal representatives, heirs or legatees, as the case may be, at any time prior to the expiration of one (1) year from the date of the death or disability of the Employee, but in no event after the expiration of the term hereof.

Notwithstanding the foregoing, if the Employee, prior to the termination date of this Option, violates the confidentiality provisions of the Employment Agreement or any confidentiality or other agreement between the Employee and the Company, the right to exercise this Option shall terminate immediately upon written notice to the Employee from the Company describing such violation.

7. Employment

Nothing contained in this Option or in the Plan shall be construed as giving the Employee any right to be retained in the employ of the Company or any of its subsidiaries.

8. Withholding Taxes

The Employee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Employee any federal, state or local taxes of any kind required by law to be withheld with respect to exercise of this Option.

9. Plan Provisions

Except as otherwise expressly provided herein, this Option and the rights of the Employee hereunder shall be subject to and governed by the terms and provisions of the Plan, including without limitation the provisions of Section 4 thereof.

10. Employee Representation; Stock Certificate Legend

The Employee hereby represents that he or she has received and read the Prospectus filed with the Securities and Exchange Commission as a part of the Registration Statement on Form S-8, which registered the shares under the Plan.

Stock Option Agreement Confidential Document 3

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

If the Employee is an "affiliate" of the Company (as defined in Rule 144 promulgated under the Securities Act of 1933), all stock certificates representing shares of Common Stock issued to such Employee pursuant to this Option shall have affixed thereto legends substantially in the following form:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be sold, transferred or assigned unless such shares are registered under the Act or an opinion of counsel, satisfactory to the corporation, is obtained to the effect that such sale, transfer or assignment is exempt from the registration requirements of the Act."

11. Notice

Any notice required to be given under the terms of this Option shall be properly addressed as follows: to the Company at its principal executive offices, and to the Employee at his address set forth below, or at such other address as either of such parties may hereafter designate in writing to the other.

12. Non-Qualified Stock Option

It is understood that this Option is not intended to qualify as an "incentive stock option" as defined in Section 422 of the Internal Revenue Code.

13. Enforceability

This Option shall be binding upon the Employee, his estate, and his or her personal representatives and beneficiaries.

14. Effective Date

The effective date of this Option is November 16, 2005.

Stock Option Agreement Confidential Document 4

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445

Advanced Magnetics, Inc.

IN WITNESS WHEREOF, this Option has been executed by a duly authorized officer of the Company as of the effective date.

	Advanced Magnetics, Inc.
	By: /s/ Michael N. Avallone
	Michael N. Avallone
	Chief Financial Officer
Employee’s Acceptance:
The undersigned hereby accepts this Option and agrees to the terms and provisions set forth in this Option and in the Plan (a copy of which has been delivered to him/her).
/s/ Brian J.G. Pereira
(Signature of Employee)
Brian J.G. Pereira
(Print Name of Employee)
Address:   54 Rowena Road Newton , MA 02459
Date:          November 22, 2005

Stock Option Agreement Confidential Document 5

61 Mooney Street Cambridge, MA 02138 Tel: [617] 497-2070 Fax: [617] 547-2445