Company Uses in EFFECT OF CORPORATE TRANSACTION Clause

EFFECT OF CORPORATE TRANSACTION from Equity Incentive Plan

Nektar Therapeutics (the Company), pursuant to its 2000 Non-Officer Equity Incentive Plan (the Plan), hereby awards to Participant the number of Restricted Stock Units set forth below (Award). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Agreement and the Plan, both of which are attached hereto and incorporated herein in their entirety.

EFFECT OF CORPORATE TRANSACTION. In the event of: (a) a sale, lease or other disposition of all or substantially all of the assets of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation or (c) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume any Restricted Stock Unit Awards outstanding under the Plan or shall substitute similar Restricted Stock Unit Awards for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses to assume such Restricted Stock Unit Awards or to substitute similar Restricted Stock Unit Awards for those outstanding under the Plan, then, with respect to Restricted Stock Unit Awards held by Participants whose Continuous Service has not terminated, the Restricted Stock Units will become fully vested.