AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement, dated as of
September 30, 1997, is made between Seragen, Inc. (the "Company") and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇").
WHEREAS, the Company and Chen have entered into an Employment
Agreement, dated as of January 15, 1997, as amended by waivers to the
Employment Agreement dated as of March 28, 1997, and September 3, 1997
(collectively, the "Agreement"); and
WHEREAS, the Company and Chen desire to amend the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Capitalized terms used in this Amendment and not otherwise
defined in this Amendment have the same meaning as in the Agreement.
2. Section 3(b)(ii)(2) of the Agreement is hereby amended to
read as follows:
"(2) The options shall be exercisable in accordance with
the terms of the Plan, including the right to pay the option
exercise price in whole or in part by surrendering shares of
Common Stock or Restricted Stock (as such term is defined in
the Plan) held by Chen for at least six months prior to the
exercise date with an aggregate Fair Market Value equal to
the option exercise price or in accordance with a cashless
exercise program established with a securities brokerage
firm and approved by the Company, and shall provide that
stock certificates to be issued upon exercise of vested
Options shall be issued outright and free of escrow no later
than five (5) business days after the date of exercise."
3. Except as expressly modified in this Amendment, all other
obligations of the Company and of Chen contained in the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the day and year first written above.
CHEN:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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SERAGEN, INC.
By: /s/ Reed R. Prior
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Reed R. Prior
Chairman, Chief Executive
Officer and Treasurer
