Exhibit 10.29
September 14, 1999
Leonard Bell, M.D.
59 Tumblebrook Road
Woodbridge, Connecticut 06525
Re: Amendments to the Employment Agreement, dated as of April 1, 1997,
by and between Alexion Pharmaceuticals, Inc. (the "Company") and
Leonard Bell (The "Executive" or "Optionee") and the Stock Option
Agreement, dated as of July 29, 1998, by and between the Company
and the Optionee
Dear Dr. Bell
I. With reference to the Employment Agreement, dated as of April 1,
1997, by and between the Company and the Executive (the "Employment
Agreement"), please execute the signature line below to confirm our
understanding as follows:
1. Section 9 of the Employment Agreement shall hereinafter be
referred to as Section 9(a); and
2. The following paragraph shall be added as Section 9(b) of the
Employment Agreement:
(b) If (i) the Company has not on or prior to sixty days
before the expiration of the Term of the Agreement (except for any
termination pursuant to Section 7(a)(3), 7(a)(4) or 7(b), offered
to enter into a new employment agreement with Executive on
substantially the same terms as the Current Employment Agreement
or on terms more favorable to the Executive, which offer shall not
have been revoked at any time prior to such expiration or (ii) upon
the expiration or termination of the agreement (except for any
termination pursuant to Section 7(a)(3), 7(a)(4) or 7(b), the
parties have not entered into a new employment agreement on
substantially the same terms as the Agreement or on terms more
favorable to the Executive, or (iii) the Executive is unable to
continue his employment/service due to his death or unable to
continue his employment
and perform his duties due to physical or mental incapacity or
disability, with or without reasonable accommodation, in accordance
with applicable law, for a period of six months or more, all stock
options and stock awards (and similar equity rights), held by the
Executive prior to his death/disability, or the expiration or
termination of the Agreement, shall vest and become immediately
exercisable and remain exercisable through their original terms
with all rights. This Section 9(b) shall survive the expiration or
termination pursuant to Section 7(a)(3), 7(a)(4) or 7(b).
II. With reference to the Stock Option Agreement, dated as of July 29,
1998, by and between the Company and the Optionee (the "Stock
Option Agreement"), please execute the signature line to below to onfirm our
understanding as follows:
1. The first paragraph (and table included therein) of Section 3 of
the Stock Option Agreement is hereby amended to read in its
entirety as follows:
3. EXERCISE. Provided that the Optionee shall be in the
employ or service (as an officer, director, consultant or other
independent contractor or otherwise) by the Company or a subsidiary,
the Option to purchase 60,000 shares of Common Stock shall become
exercisable, subject to acceleration of such vesting as herein
provided and as provided in that certain Employment Agreement
between the Company and the Optionee, in effect from time to time,
in accordance with the following schedule:
Event Relating To Vesting Cumulative Percentage Of Option Exercisable
------------------------- -------------------------------------------
If Optionee is employed/in 33 1/3%
service on or after July 29, 1999
but not on or after July 29, 2000
If Optionee is employed/in 66 2/3%
service on or after July 29, 2000
but not on or after July 29, 2001
If Optionee is employed/in 100%
service on or after July 29, 2001
2. The last sentence of Section 8(d) is hereby eliminated.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned thereto in each agreement, respectively.
Very truly yours,
ALEXION PHARMACEUTICALS, INC.
By: /s/ John Fried
-----------------------
Name: John H. Fried, Ph.D.
Title: Chairman of the Board
AGREED AND ACCEPTED BY:
/s/ Leonard Bell
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Leonard Bell, M.D.