0000950123-11-024187 Sample Contracts

Vanda Pharmaceuticals Inc.
Vanda Pharmaceuticals Inc. • March 10th, 2011 • Pharmaceutical preparations

You and Vanda Pharmaceuticals, Inc. (the “Company”) entered into an employment agreement as of May 22, 2009, (the “Employment Agreement”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended, the Employment Agreement is hereby further amended as follows:

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TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • March 10th, 2011 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations

This Amended and Restated Tax Indemnity Agreement (this “Agreement"') is made as of this 16th day of December 2010 by and between Vanda Pharmaceuticals Inc. (the “Company”) and Mihael H. Polymeropoulos (the “Executive"').

Vanda Pharmaceuticals Inc.
Vanda Pharmaceuticals Inc. • March 10th, 2011 • Pharmaceutical preparations

You and Vanda Pharmaceuticals, Inc. (the “Company”) entered into an employment agreement as of February 10, 2005, as amended and restated as of November 4, 2008 and further amended and restated as of December 16, 2009 (the “Employment Agreement”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended, the Employment Agreement is hereby further amended as follows:

Vanda Pharmaceuticals Inc. Employment Agreement
Employment Agreement • March 10th, 2011 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations • Maryland

This Employment Agreement (this “Agreement”) was entered into as of December 13, 2010, by and between James Kelly (the “Executive”) and Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”).

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