AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
This Amendment No. 3 to Employment Agreement, dated as of
September 30, 1997, is made between Seragen, Inc. (the "Company") and Reed R.
Prior (the "Executive").
WHEREAS, the Company and the Executive have entered into an
Employment Agreement dated as of November 6, 1996, as amended by amendments to
the Employment Agreement dated as of December 18, 1996 and April 30, 1997, and
by waivers to the Employment Agreement dated as of January 6, 1997,
January 31, 1997, March 27, 1997, and September 30, 1997 (collectively, the
"Agreement"); and
WHEREAS, the Company and the Executive 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 3.6(v) of the Agreement is amended to read as
follows:
"(v) 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 held by the Executive 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 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 the Executive contained in the Agreement shall
remain in full force and in effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment effective as of the day and year first written above.
EXECUTIVE:
/s/ Reed R. Prior
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Reed R. Prior
SERAGEN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph. D.
President and Chief Technology
Officer
